SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
GimmeaBid.com, Inc.
Delaware 8400 91-2028529
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
174-G World Trade Center
2050 Stemmons Freeway
P. O. Box 420132
Dallas, Texas 75342
(214)752-6070
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
J. Michael Wood
GimmeaBid.com, Inc.
2050 Stemmons Freeway
P. O. Box 420132
Dallas, Texas 75342
(214)752-6070
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
GARY R. HENRIE, ESQ.
FABIAN & CLENDENIN
215 South State, 12th. Floor
Salt Lake City, Utah 84111
(801) 531-8900
Fax: (801) 531-1716
Approximate date of commencement of proposed sale of the
securities to the public: from time to time after this
registration statement becomes effective.
<PAGE>
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.______
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the folling box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ______
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Per Aggregate Offering Registration fee
Registered Unit Price
----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock ($0.001 1,500,000 $ 19.00 $ 28,500,000 $ 7,524
par value)
Common Stock (1) 1,200,000 $ 19.00 $ 22,800,000 $ 6,019
------------------------------------------------------------------------------------------------------------
Total 2,700,000 $ 19.00 $ 51,300,000 $13,543
</TABLE>
(1) Selling Shareholder's stock registration fee was calculated pursuant to Rule
457(c) of Regulation C using the current offering price of $19.00 per share.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said section
8(a), may determine.
<PAGE>
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 1, 2000
[GIMMEABID.COM GRAPHIC]
Common Stock
Of the 2,700,000 shares of Common Stock being offered, 1,500,000 are
being sold by Gimmeabid.com, Inc. and 1,200,000 are being registered for the
benefit of selling stockholders. It is currently estimated that the public
offering price will be $19.00 per share. This offering will expire August 1,
2001. There is no minimum investment amount. There is also no minimum offering
amount and an escrow service will not be used. The proceeds from this offering
will be immediately available to Gimmeabid.com.
---------------------------------
The Common Stock being offered involves a high degree
of risk. See "Risk Factors" commencing on page 6 for a
discussion of certain factors that
should be considered by prospective investors.
---------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representations to the contrary
are a criminal offense.
<TABLE>
<CAPTION>
----------------- --------------- --------------- ---------------- ------------------- -----------------------
Title of Each Proposed Proposed Commissions,
Class of Maximum Maximum Discounts, and
Securities to Amount to be Offering Aggregate Underwriting Net Proceeds to
Be Registered Registered Price Per Unit Offering Price Expenses GimmeaBid.com
----------------- --------------- --------------- ---------------- ------------------- -----------------------
<S> <C> <C> <C> <C> <C>
Common Stock
($0.001 par 1,500,000 $19.00 $28,500,000 15% $24,225,000
value)
Common Stock 1,200,000 $19.00 $22,800,000 - -
--------------------------------------------------------------------------------------------------------------
Total 2,700,000 $19.00 $51,300,000 - $24,225,000
</TABLE>
The date of this prospectus is ____________, 2000.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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<PAGE>
[GIMMEABID.COM GRAPHIC OMITTED]
[HOME PAGE GRAPHIC OMITTED]
www.Dealers Auto Auction.com
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<PAGE>
Prospectus Summary
The following information is qualified in its entirety by the more
detailed information and the Financial Statements and Notes appearing elsewhere.
This Prospectus may contain, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Gimmeabid.com's
actual results and the timing of certain events could cause or contribute to
such differences including those discussed under "Risk Factors", as well as
those discussed elsewhere in this Prospectus.
The Company
The primary purpose of Gimmeabid.com is to use the Internet to create a
real-time wholesale auto auction of used automobiles between auto dealers, both
independent and franchised. Additionally, the Company plans to enter into
agreements with third party service providers to offer various related goods and
services to the auto dealership community. These goods and services include
parts and accessories, extended warranties, financing, insurance, and shipping
arrangements. Until now, auto dealers have both bought and sold vehicles through
regional auctions located across the U. S. The process is time consuming,
expensive, and frequently requires dealers to travel for extended periods of
time. Gimmeabid.com will create significant value by aggregating buyers and
sellers on-line, creating marketplace liquidity, and driving down transaction
costs. According to ADT Automotives 2000 Used Car Market Report, "Perspectives
and Projections", The used auto industry represents $361 Billion in 1999 and is
projected to grow to $388 Billion by 2004.
Gimmeabid.com's executive offices are located at 116 World Trade
Center, P.O. Box 420132, Dallas, Texas 75342, and its telephone number is
(214)752-6070.
The Offering
Securities Offered 2,700,00 shares of Gimmeabid.com
common stock, of which 1,500,000
common shares are being offered by
Gimmeabid.com and 1,200,000 are
being offered by selling stockholders.
This Offering This offering will close whenever all
will expire of the shares are sold, or August 1,
2001, whichever comes first.
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<PAGE>
Risk Factors
You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing Gimmeabid.com. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations or financial condition.
If any of the following risks occur, our business financial condition
or results of operations could be materially harmed. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.
This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus. If our business does not develop as planned it is likely that
investors will lose their money.
You may be unable to effectively evaluate our company for investment purposes,
because we have not begun operations and our business model is unproven.
Since we have not begun operations, it is difficult to evaluate our
business or our future prospects. Our Internet application is currently in
development and being tested for reliability. Development is expected to be
completed on or around August 1, 2000 and will be launched on or around August
15, 2000. Our revenue and income potential is unproven and our business model is
still emerging. If our business model does not prove to be profitable, investors
may lose their investment. To date, we have not earned any revenue from
operations. Our historical financial information is of limited value in
projecting our future operating results because of our lack of operation history
and the emerging nature of our business model. We have lost money since we began
operations and, as of June 30, 2000, we had a loss of $0.03 per share and a
loss of $0.21 per share for 1999. We currently derive our revenue for day-to-day
operations from investment dollars. We plan to invest heavily in sales,
marketing, and advertising, infrastructure development, and applications
development. As a result, we expect that we will continue to lose money through
2000. Gimmeabid.com may never achieve or sustain profitability.
Our dependence and reliance on third parties could subject us to additional
liability.
We currently rely on a third party for our technology development as
well as our site hosting. Despite the implementation of security measures, their
infrastructure may be vulnerable to physical break-ins, computer viruses,
programming errors, attacks by third parties or similar disruptive problems that
could subject us to financial liability. Beyond the financial impact of a
liability, a material breach of security could damage our reputation with users.
Both of theses factors could materially impact the success of Gimmeabid.com or
4
<PAGE>
severely impact operations. Any such problems could result in liability to our
business causing it to fail and resulting in a loss to investors of their
capital. Additionally, since we retain confidential customer information on
servers operated by these third parties, a security breach could subject us to a
liability. While we will apply for general liability insurance that we believe
is adequate, we may not be able to maintain this coverage in the future if our
premiums increase significantly. Further, our insurance may prove to be
insufficient to cover large claims and our insurer could attempt to deny
coverage on a particular claim, all of which would adversely affect our
operating results. It should be stated that we take every precaution that modern
technology provides in terms of security. Our user agreement also limits our
liability, but these provisions may not be enforceable and may not protect us
from liability. If we are found liable for an uninsured or underinsured claim,
our business could fail.
The cyclical nature of the auto industry could make our earnings unpredictable
and our stock price volatile.
The automobile industry is highly cyclical and subject to consumer
spending. Stock prices could therefore become volatile making it difficult or
impossible for an investor to profitably liquidate their investment at any given
time, if at all. According to ADT Automotives 2000 Used Car Market Report,
consumer spending on vehicles tends to peak twice within the first half of a
year and then declines dramatically in the fourth quarter. These factors, in
turn, affect auto dealers purchasing and stocking patterns that directly impacts
Gimmeabid.com. We anticipate our revenues to be somewhat cyclical which could
cause our quarterly operating results to vary greatly making it difficult to
value the shares of Gimmeabid.com.
Consolidation within the auto industry could put pressure on our margins, which
could cause our operating results to suffer.
Many automobile retailers are consolidating to create dealerships with
greater market power. These dealerships may try to use their market power to
negotiate price reductions for our services. If we were forced to reduce our
commission rates, our operating results would suffer. As the auto industry
consolidates, competition for customers will become more intense and the
importance of acquiring each customer will become greater.
We will not be successful if the auto industry does not accept our solution.
To be successful, we must persuade a significant number of customers
throughout the auto industry to accept our method of conducting business via the
Internet. If we are unsuccessful in this effort, it is likely that our business
will fail and investors will lose their investment. To date, the automobile
industry has been gradually accepting new information technology solutions.
Electronic information exchange and transaction processing by the auto industry
is still developing. Conversion from traditional methods to electronic
information exchange may not occur rapidly. Even if the conversion does occur as
rapidly as we expect, auto industry participants may use applications and
services offered by others.
5
<PAGE>
We believe that we must gain significant market share with our
applications and services before our competitors introduce alternative products,
applications or services with features similar to our current or proposed
offerings. Our business plan is based on our belief that the value and market
appeal of our solution will grow as the number of participants and Internet
penetration increases. We may not achieve the critical mass of users we believe
is necessary to become successful. In addition, we expect to generate a
significant portion of our revenue from successfully completed transactions.
Consequently, any significant shortfall in the number of users or transactions
occurring over our platform would adversely affect our financial results.
If we fail to form the necessary strategic relationships with third parties to
enhance our product and service offerings, we could be less competitive in the
marketplace and prevent us from gaining the necessary market share to be
successful.
While our core business is the sale of used automobiles between dealers
in an auction format, it is our intention to enhance both our product and
service offerings by integrating the services of third party vendors. In some
instances, we will be able to co-brand and offer services seamlessly. If we are
unsuccessful in obtaining the cooperation of such third parties, our business
model will not be as profitable and investor capital will be at risk of loss.
Since it is not our intention to never maintain a parts inventory or the expense
of a warehousing facility, we are seeking out strategic alliances with third
party vendors to offer their products through our platform. While it is our
intention to enhance the attractiveness and competitiveness of our auction by
offering analogous products and services such as extended warranties, parts,
accessories, and shipping arrangements, there can be no assurance that these
relationships can be made
There can be no assurance that Gimmeabid.com will be successful in the face of
increasing competition.
As competition increases, many of these competitors may have
substantially greater financial resources, research and development
capabilities, sales and marketing staffs, and better developed distribution
channels than Gimmeabid.com. There can be no assurance that Gimmeabid.com will
be able to compete under such circumstances. If GimmaBid.com is not able to
compete, it is likely that investors will lose their investment.
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<PAGE>
Financial Projections
Assumptions
The following projections constitute forward-looking statements. These
projections are based on the following assumptions:
o Successfully attracting 1% of the U.S. auto retailers which equals
approximately 882 dealerships (source: ADT Automotive's 2000 Used
Car Market Report)
o Each dealer trading an average of two vehicles per week
o Each dealer maintains this average 51 of the 52 weeks each year,
because of holidays;
o Average vehicle selling price of $5,000 per vehicle;
o We are able to maintain a commission rate of 2.5%
Assuming that our solution is accepted, we are attempting to capture a
1% market share of the domestic automobile dealerships that equals
approximately 882 dealers. If one or more of these assumptions prove not to
be true or accurate then the projections will not be achieved or accurate.
7
<PAGE>
<TABLE>
<CAPTION>
Financial Projections - Income Statement
Summary (2000-2005)
2000 2001 2002 2003
Revenue
<S> <C> <C> <C> <C>
Vehicle Sales (Dollars) $ 450,000,000.00 $ 900,000,000.00 $ 1,800,000,000.00 $ 2,700,000,000.00
Vehicle Sales (Units) 90,000 180,000 360,000 540,000
Commission Rate 2.50% 2.50% 2.50% 2.50%
==========================================================================
Total Gross Revenue $ 11,250,000.00 $ 22,500,000.00 $ 45,000,000.00 $ 67,500,000.00
==========================================================================
Operating Expenses
Sales & Marketing Expense
Advertising $ 6,500,000.00 $ 300,000.00 $ 400,000.00 $ 500,000.00
Direct Mail $ 1,500,000.00 $ 45,000.00 $ 45,000.00 $ 45,000.00
Entertainment $ 60,000.00 $ 60,000.00 $ 120,000.00 $ 240,000.00
Literature $ 200,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00
Promotions $ 2,770,000.00 $ 135,000.00 $ 135,000.00 $ 135,000.00
Sales Staff $ 250,000.00 $ 250,000.00 $ 500,000.00 $ 1,000,000.00
Seminars $ 3,500,000.00
Support Staff $ 105,000.00 $ 105,000.00 $ 210,000.00 $ 350,000.00
Trade Shows $ 500,000.00 $ 24,000.00 $ 24,000.00 $ 24,000.00
Travel $ 200,000.00 $ 60,000.00 $ 120,000.00 $ 240,000.00
--------------------------------------------------------------------------
Total Sales & Marketing $ 15,585,000.00 $ 1,004,000.00 $ 1,579,000.00 $ 2,559,000.00
--------------------------------------------------------------------------
% of Total Sales 138.53% 4.46% 3.51% 3.79%
General & Admisitrative Expenses
Accounting Services $ 10,000.00 $ 20,000.00 $ 25,000.00 $ 30,000.00
Connectivity $ 5,400.00 $ 10,800.00 $ 10,800.00 $ 10,800.00
Credit Card Processing $ 292,500.00 $ 585,000.00 $ 1,170,000.00 $ 1,755,000.00
Customer Support $ 4,500.00 $ 9,000.00 $ 12,000.00 $ 15,000.00
Depreciation $ - $331,000.00 $361,000.00 $376,000.00
Entertainment $ 12,500.00 $ 25,000.00 $ 25,000.00 $ 25,000.00
Hosting Fees $ 24,000.00 $ 48,000.00 $ 48,000.00 $ 48,000.00
Legal Services $ 15,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00
Long Distance $ 4,000.00 $ 8,000.00 $ 10,000.00 $ 12,000.00
Management Salaries $ 107,500.00 $ 215,000.00 $ 215,000.00 $ 215,000.00
Office Rent $ 11,100.00 $ 22,200.00 $ 22,200.00 $ 22,200.00
Office Supplies $ 2,500.00 $ 5,000.00 $ 5,000.00 $ 5,000.00
Payroll Tax $ 9,298.75 $ 18,597.50 $ 18,597.50 $ 18,597.50
Phone $ 2,500.00 $ 5,000.00 $ 6,000.00 $ 7,000.00
--------------------------------------------------------------------------
Total G & A Expense $ 500,798.75 $ 1,332,597.50 $ 1,958,597.50 $ 2,569,597.50
--------------------------------------------------------------------------
% of Total Sales 4.45% 5.92% 4.35% 3.81%
Research & Development Expenses
Application Development $ 367,000.00 $ 100,000.00 $ 25,000.00 $ 25,000.00
Equipment $ 50,000.00 $ 50,000.00 $ 50,000.00 $ 50,000.00
--------------------------------------------------------------------------
Total R & D Expense $ 417,000.00 $ 150,000.00 $ 75,000.00 $ 75,000.00
--------------------------------------------------------------------------
% of Total Sales 3.71% 0.67% 0.17% 0.11%
==========================================================================
Total Operating Expenses $ 16,502,799.46 $ 2,486,597.55 $ 3,612,597.54 $ 5,203,597.54
==========================================================================
% of Total Sales 147% 11% 8% 8%
Gross Income $ (5,252,799.46) $ 20,013,402.45 $ 41,387,402.46 $ 62,296,402.46
Income Tax $ - $ 7,004,690.85 $ 14,485,590.85 $ 21,803,740.85
==========================================================================
Net Income $ (5,252,799.46) $ 13,008,711.60 $ 26,901,811.61 $ 40,492,661.61
==========================================================================
Shares Issued and Outstanding 9,112,645 9,112,645 9,112,645 9,112,645
Earnings per Share $ (0.58) $ 1.43 $ 2.95 $ 4.44
Calculation of Estimated Income Tax
Year to Date Taxable Income $ (5,252,799.46) $ 20,013,402.45 $ 41,387,402.46 $ 62,296,402.46
Income Tax Brackets
- 50,000 15% NONE $ 7,500.00 $ 7,500.00 $ 7,500.00
50,000 75,000 25% NONE $ 6,250.00 $ 6,250.00 $ 6,250.00
75,000 100,000 34% NONE $ 8,500.00 $ 8,500.00 $ 8,500.00
100,000 335,000 39% NONE $ 91,650.00 $ 91,650.00 $ 91,650.00
335,000 10,000,000 34% NONE $ 3,286,100.00 $ 3,286,100.00 $ 3,286,100.00
10,000,000 15,000,000 35% NONE $ 1,750,000.00 $ 1,750,000.00 $ 1,750,000.00
15,000,000 18,333,333 38% NONE $ 1,266,666.54 $ 1,266,666.54 $ 1,266,666.54
18,333,333 35% NONE $ 588,024.31 $ 8,068,924.31 $ 15,387,074.31
==========================================================================
Tax Attributable to Current Month $ - $ 7,004,690.85 $ 14,485,590.85 $ 21,803,740.85
==========================================================================
</TABLE>
<PAGE>
8
<TABLE>
<CAPTION>
Financial Projections - Income Statement
Summary (2000-2005)
(Continued)
2004 2005 Total
Revenue
<S> <C> <C> <C>
Vehicle Sales (Dollars) $ 3,600,000,000.00 $ 4,500,000,000.00 $ 13,950,000,000.00
Vehicle Sales (Units) 720,000 900,000 2,790,000
Commission Rate 2.50% 2.50% 2.50%
=============================================================
Total Gross Revenue $ 90,000,000.00 $ 112,500,000.00 $ 348,750,000.00
=============================================================
Operating Expenses
Sales & Marketing Expense
Advertising $ 600,000.00 $ 700,000.00 $ 9,000,000.00
Direct Mail $ 45,000.00 $ 45,000.00 $ 1,725,000.00
Entertainment $ 240,000.00 $ 240,000.00 $ 960,000.00
Literature $ 25,000.00 $ 25,000.00 $ 325,000.00
Promotions $ 135,000.00 $ 135,000.00 $ 3,445,000.00
Sales Staff $ 1,000,000.00 $ 1,000,000.00 $ 4,000,000.00
Seminars
Support Staff $ 350,000.00 $ 350,000.00 $ 1,470,000.00
Trade Shows $ 24,000.00 $ 24,000.00 $ 620,000.00
Travel $ 240,000.00 $ 240,000.00 $ 1,100,000.00
-------------------------------------------------------------
Total Sales & Marketing $ 2,659,000.00 $ 2,759,000.00 $ 22,645,000.00
-------------------------------------------------------------
% of Total Sales 2.95% 2.45% 6.49%
General & Admisitrative Expenses
Accounting Services $ 35,000.00 $ 40,000.00 $ 160,000.00
Connectivity $ 10,800.00 $ 10,800.00 $ 59,400.00
Credit Card Processing $ 2,340,000.00 $ 2,925,000.00 $ 9,067,500.00
Customer Support $ 18,000.00 $ 21,000.00 $ 79,500.00
Depreciation $391,000.00 $404,000.00 $ 1,863,000.00
Entertainment $ 25,000.00 $ 25,000.00 $ 137,500.00
Hosting Fees $ 48,000.00 $ 48,000.00 $ 264,000.00
Legal Services $ 30,000.00 $ 30,000.00 $ 165,000.00
Long Distance $ 14,000.00 $ 16,000.00 $ 64,000.00
Management Salaries $ 215,000.00 $ 215,000.00 $ 1,182,500.00
Office Rent $ 22,200.00 $ 22,200.00 $ 122,100.00
Office Supplies $ 5,000.00 $ 5,000.00 $ 27,500.00
Payroll Tax $ 18,597.50 $ 18,597.50 $ 102,286.25
Phone $ 8,000.00 $ 9,000.00 $ 37,500.00
-------------------------------------------------------------
Total G & A Expense $ 3,180,597.50 $ 3,789,597.50 $ 13,331,786.25
-------------------------------------------------------------
% of Total Sales 3.53% 3.37% 3.82%
Research & Development Expenses
Application Development $ 25,000.00 $ 25,000.00 $ 567,000.00
Equipment $ 50,000.00 $ 50,000.00 $ 300,000.00
-------------------------------------------------------------
Total R & D Expense $ 75,000.00 $ 75,000.00 $ 867,000.00
-------------------------------------------------------------
% of Total Sales 0.08% 0.07% 0.25%
=============================================================
Total Operating Expenses $ 5,914,597.53 $ 6,623,597.53 $ 36,843,786.30
=============================================================
% of Total Sales 7% 6% 11%
Gross Income $ 84,085,402.47 $ 105,876,402.47 $ 308,406,212.86
Income Tax $ 29,429,890.85 $ 37,056,740.85 $ 109,780,654.26
=============================================================
Net Income $ 54,655,511.62 $ 68,819,661.62 $ 198,625,558.60
=============================================================
Shares Issued and Outstanding 9,112,645 9,112,645 $ 9,500,000.00
Earnings per Share $ 6.00 $ 7.55 $ 20.91
Calculation of Estimated Income Tax
Year to Date Taxable Income $ 84,085,402.47 $ 105,876,402.47 $ 308,406,212.84
Income Tax Brackets
- 50,000 15% $ 7,500.00 $ 7,500.00 $ 30,000.00
50,000 75,000 25% $ 6,250.00 $ 6,250.00 $ 25,000.00
75,000 100,000 34% $ 8,500.00 $ 8,500.00 $ 34,000.00
100,000 335,000 39% $ 91,650.00 $ 91,650.00 $ 366,600.00
335,000 10,000,000 34% $ 3,286,100.00 $ 3,286,100.00 $ 13,144,400.00
10,000,000 15,000,000 35% $ 1,750,000.00 $ 1,750,000.00 $ 7,000,000.00
15,000,000 18,333,333 38% $ 1,266,666.54 $ 1,266,666.54 $ 5,066,666.16
18,333,333 35% $ 23,013,224.31 $ 30,640,074.31 $ 47,057,247.24
=============================================================
Tax Attributable to Current Month $ 29,429,890.85 $ 37,056,740.85 $ 72,723,913.40
=============================================================
</TABLE>
9
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<TABLE>
<CAPTION>
Financial Projections - Cash Flow
For Years 2000-2005
2000 2001 2002 2003
Beginning Cash $ - $ 19,157,643.25 $ 32,392,354.90 $ 59,543,166.55
Cash Receipts
<S> <C> <C> <C> <C>
Commission $ 11,250,000.00 $ 22,500,000.00 $ 45,000,000.00 $ 67,500,000.00
=====================================================================
Total Cash Receipts $ 11,250,000.00 $ 22,500,000.00 $ 45,000,000.00 $ 67,500,000.00
=====================================================================
Cash Disbursements
Sales & Marketing Expense
Advertising $ 6,500,000.00 $ 300,000.00 $ 400,000.00 $ 500,000.00
Direct Mail $ 1,500,000.00 $ 45,000.00 $ 45,000.00 $ 45,000.00
Entertainment $ 60,000.00 $ 60,000.00 $ 120,000.00 $ 240,000.00
Literature $ 200,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00
Promotions $ 2,770,000.00 $ 135,000.00 $ 135,000.00 $ 135,000.00
Sales Staff $ 250,000.00 $ 250,000.00 $ 500,000.00 $ 1,000,000.00
Support Staff $ 105,000.00 $ 105,000.00 $ 210,000.00 $ 350,000.00
Trade Shows $ 500,000.00 $ 24,000.00 $ 24,000.00 $ 24,000.00
Travel $ 200,000.00 $ 60,000.00 $ 120,000.00 $ 240,000.00
---------------------------------------------------------------------
Total Sales & Marketing $ 12,085,000.00 $ 1,004,000.00 $ 1,579,000.00 $ 2,559,000.00
---------------------------------------------------------------------
General & Admisitrative Expenses
Accounting Services $ 10,000.00 $ 20,000.00 $ 25,000.00 $ 30,000.00
Connectivity $ 5,400.00 $ 10,800.00 $ 10,800.00 $ 10,800.00
Credit Card Processing $ 292,500.00 $ 585,000.00 $ 1,170,000.00 $ 1,755,000.00
Customer Support $ 4,500.00 $ 9,000.00 $ 12,000.00 $ 15,000.00
Entertainment $ 12,500.00 $ 25,000.00 $ 25,000.00 $ 25,000.00
Hosting Fees $ 24,000.00 $ 48,000.00 $ 48,000.00 $ 48,000.00
Legal Services $ 15,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00
Long Distance $ 4,000.00 $ 8,000.00 $ 10,000.00 $ 12,000.00
Management Salaries $ 107,500.00 $ 215,000.00 $ 215,000.00 $ 215,000.00
Office Rent $ 11,100.00 $ 22,200.00 $ 22,200.00 $ 22,200.00
Office Supplies $ 2,500.00 $ 5,000.00 $ 5,000.00 $ 5,000.00
Payroll Tax $ 9,298.75 $ 18,597.50 $ 18,597.50 $ 18,597.50
Phone $ 2,500.00 $ 5,000.00 $ 6,000.00 $ 7,000.00
---------------------------------------------------------------------
Total G & A Expense $ 500,798.75 $ 1,001,597.50 $ 1,597,597.50 $ 2,193,597.50
---------------------------------------------------------------------
Research & Development Expenses
Application Development $ 367,000.00 $ 100,000.00 $ 25,000.00 $ 25,000.00
Equipment $ 50,000.00 $ 50,000.00 $ 50,000.00 $ 50,000.00
---------------------------------------------------------------------
Total R & D Expense $ 417,000.00 $ 150,000.00 $ 75,000.00 $ 75,000.00
---------------------------------------------------------------------
=====================================================================
Total Cash Disbursements $ 13,002,798.75 $ 2,155,597.50 $ 3,251,597.50 $ 4,827,597.50
=====================================================================
Gross proceeds from sale of stock $ 28,500,000.00 $ - $ - $ -
15% commission (if b/d is used) $ 4,275,000.00 $ - $ - $ -
Net proceeds from sale of stock $ 24,225,000.00 $ - $ - $ -
Income Tax $ 3,314,558.00 $ 7,109,690.85 $ 14,597,590.85 $ 21,917,490.85
=====================================================================
Ending Cash $ 19,157,643.25 $ 32,392,354.90 $ 59,543,166.55 $ 100,298,078.20
=====================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Financial Projections - Cash Flow
For Years 2000-2005
(Continued)
2004 2005 Total
<S> <C> <C> <C>
Beginning Cash $ 100,298,078.20 $ 155,229,089.84 $ -
Cash Receipts
Commission $ 90,000,000.00 $ 112,500,000.00 $ 348,750,000.00
=====================================================
Total Cash Receipts $ 90,000,000.00 $ 112,500,000.00 $ 348,750,000.00
=====================================================
Cash Disbursements
Sales & Marketing Expense
Advertising $ 600,000.00 $ 700,000.00 $ 9,000,000.00
Direct Mail $ 45,000.00 $ 45,000.00 $ 1,725,000.00
Entertainment $ 240,000.00 $ 240,000.00 $ 960,000.00
Literature $ 25,000.00 $ 25,000.00 $ 325,000.00
Promotions $ 135,000.00 $ 135,000.00 $ 3,445,000.00
Sales Staff $ 1,000,000.00 $ 1,000,000.00 $ 4,000,000.00
Support Staff $ 350,000.00 $ 350,000.00 $ 1,470,000.00
Trade Shows $ 24,000.00 $ 24,000.00 $ 620,000.00
Travel $ 240,000.00 $ 240,000.00 $ 1,100,000.00
-----------------------------------------------------
Total Sales & Marketing $ 2,659,000.00 $ 2,759,000.00 $ 22,645,000.00
-----------------------------------------------------
General & Admisitrative Expenses
Accounting Services $ 35,000.00 $ 40,000.00 $ 160,000.00
Connectivity $ 10,800.00 $ 10,800.00 $ 59,400.00
Credit Card Processing $ 2,340,000.00 $ 2,925,000.00 $ 9,067,500.00
Customer Support $ 18,000.00 $ 21,000.00 $ 79,500.00
Entertainment $ 25,000.00 $ 25,000.00 $ 137,500.00
Hosting Fees $ 48,000.00 $ 48,000.00 $ 264,000.00
Legal Services $ 30,000.00 $ 30,000.00 $ 165,000.00
Long Distance $ 14,000.00 $ 16,000.00 $ 64,000.00
Management Salaries $ 215,000.00 $ 215,000.00 $ 1,182,500.00
Office Rent $ 22,200.00 $ 22,200.00 $ 122,100.00
Office Supplies $ 5,000.00 $ 5,000.00 $ 27,500.00
Payroll Tax $ 18,597.50 $ 18,597.50 $ 102,286.25
Phone $ 8,000.00 $ 9,000.00 $ 37,500.00
-----------------------------------------------------
Total G & A Expense $ 2,789,597.50 $ 3,385,597.50 $ 11,468,786.25
-----------------------------------------------------
Research & Development Expenses
Application Development $ 25,000.00 $ 25,000.00 $ 567,000.00
Equipment $ 50,000.00 $ 50,000.00 $ 300,000.00
-----------------------------------------------------
Total R & D Expense $ 75,000.00 $ 75,000.00 $ 867,000.00
-----------------------------------------------------
=====================================================
Total Cash Disbursements $ 5,523,597.50 $ 6,219,597.50 $ 34,980,786.25
=====================================================
Gross proceeds from sale of stock $ - $ - $ 28,500,000.00
15% commission (if b/d is used) $ - $ - $ 4,275,000.00
Net proceeds from sale of stock $ - $ - $ 24,225,000.00
Income Tax $ 29,545,390.85 $ 37,173,990.86 $ 113,658,712.26
=====================================================
Ending Cash $ 155,229,089.84 $ 224,335,501.49 $ 224,335,501.49
=====================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Financial Projections - Balance Sheet
For Years Ending December 2000-2005
2000 2001 2002
Assets
Current Assets
<S> <C> <C> <C>
Cash $ 10,000,000.00 $ 10,000,000.00 $ 10,000,000.00
Marketable Securities $ 9,157,643.25 $ 22,392,354.90 $ 49,543,166.55
Computer Hardware $ 120,000.00 $120,000.00 $ 170,000.00
Accumulated Depreciation - Computer Hardware $ (24,000.00) $ (58,000.00)
Computer Software $ 1,500,000.00 $ 1,600,000.00 $ 1,625,000.00
Accumulated Depreciation - Computer Software $ (300,000.00) $ (620,000.00)
Office Equipmemt $ 25,000.00 $ 25,000.00 $ 25,000.00
Accumulated Depreciation - Office Equipment $ (5,000.00) $(10,000.00)
Office Furniture $ 10,000.00 $ 10,000.00 $ 10,000.00
Accumulated Depreciation - Office Furniture $ (2,000.00) $ (4,000.00)
-----------------------------------------------------
Total Current Assets $ 20,812,643.25 $ 33,923,354.90 $ 60,902,166.55
=====================================================
Total Assets $ 20,812,643.25 $ 33,923,354.90 $ 60,902,166.55
=====================================================
Liabilities
Current Liabilities
Accounts/Notes Payable $ - $ - $ -
-----------------------------------------------------
Total Liabilities $ - $ - $ -
Stockholder's Equity
9,500,000 shares issued and
outstanding par value of $.001 $ 9,500.00 $ 9,500.00 $ 9,500.00
Capital in excess of par value $ 20,803,143.25 $ 33,913,854.90 $ 61,892,666.55
-----------------------------------------------------
Total Stockholder's Equity $ 20,812,643.25 $ 33,923,354.90 $ 60,902,166.55
=====================================================
Total Liabilities and Stockholder's Equity $ 20,812,643.25 $ 33,923,354.90 $ 60,902,166.55
=====================================================
</TABLE>
<PAGE>
10
<TABLE>
<CAPTION>
Financial Projections - Balance Sheet
For Years Ending December 2000-2005
(Continued)
2003 2004 2005
Assets
Current Assets
<S> <C> <C> <C>
Cash $ 10,000,000.00 $ 10,000,000.00 $ 10,000,000.00
Marketable Securities $ 90,298,078.20 $ 145,229,089.84 $ 214,335,501.49
Computer Hardware $ 220,000.00 $ 270,000.00 $ 320,000.00
Accumulated Depreciation - Computer Hardware $(102,000.00) $(156,000.00) $ (218,000.00)
Computer Software $ 1,650,000.00 $ 1,675,000.00 $ 1,700,000.00
Accumulated Depreciation - Computer Software $ (945,000.00) $(1,275,000.00) $(1,610,000.00)
Office Equipmemt $ 25,000.00 $ 25,000.00 $ 25,000.00
Accumulated Depreciation - Office Equipment $ (15,000.00) $ (20,000.00) $ (25,000.00)
Office Furniture $ 10,000.00 $ 10,000.00 $ 10,000.00
Accumulated Depreciation - Office Furniture $ (6,000.00) $ (8,000.00) $ (10,000.00)
--------------------------------------------------------------------------
Total Current Assets $ 101,471,828.20 $ 156,204,339.84 $ 225,101,001.49
==========================================================================
Total Assets $ 101,471,828.20 $ 156,204,339.84 $ 225,101,001.49
==========================================================================
Liabilities
Current Liabilities
Accounts/Notes Payable $ - $ - $ -
-------------------------------------------------------------------------
Total Liabilities $ - $ - $ -
Stockholder's Equity
9,500,000 shares issued and
outstanding par value of $.00 $ 9,500.00 $ 9,500.00 $ 9,500.00
Capital in excess of par value $ 101,462,328.20 $ 156,194,839.84 $ 225,091,501.49
-------------------------------------------------------------------------
Total Stockholder's Equity $ 101,471,828.20 $ 156,204,339.84 $ 225,101,001.49
=========================================================================
Total Liabilities and Stockholder's Equity $ 101,471,828.20 $ 156,204,339.84 $ 225,101,001.49
=========================================================================
</TABLE>
11
<PAGE>
Use of Proceeds
The net proceeds to the Company from the sale of the 1,500,000 shares
of Common Stock being offered are estimated to be approximated $24,138,000,
assuming that 100% of the shares are purchased, after deducting fifteen percent
for underwriting commissions if a broker dealer is actually used.
Gimmeabid.com intends to use the net proceeds of this offering as follows:
o Sales and Marketing
o General & Administrative
o Research and Development
o Offering Costs
o Working Capital
Management will have broad discretion to allocate the proceeds of the
Offering, including working capital and general corporate purposes. The amount
expended for each purpose may vary significantly depending upon numerous
factors, including the number and timing of Gimmeabid.com's marketing
expenditures, acquisition of new technology, and application developments and
enhancements. Gimmeabid.com believes that its available cash combined with the
proceeds of this offering will be adequate to satisfy its anticipated capital
requirements at least for 24 months, if 100% of the funds are raised. Since 100%
of the proposed funds may not be raised this offering, we have allocated funds
according to the following tables that make assumptions as to how the funds will
be allocated if only 25%, 50%, 75%, or 100% of the offering is successfully
sold.
12
<PAGE>
<TABLE>
<CAPTION>
<CAPTION>
Use of Proceeds
(Schedule assuming GimmeaBid.com receives 100% of Offering Proceeds or $28,500,000)
Sales & Marketing Expense Individual Exp % of Total
<S> <C> <C>
Advertising $ 6,500,000 22.81%
Direct Mail $ 1,500,000 5.26%
Entertainment $ 60,000 0.21%
Literature $ 200,000 0.70%
Promotions $ 2,770,000 9.72%
Sales Staff $ 250,000 0.88%
Seminars $ 3,500,000 12.28%
Support Staff $ 105,000 0.37%
Trade Shows $ 500,000 1.75%
Travel $ 200,000 0.70%
Total Sales & Marketing $ 15,585,000 54.68%
General & Administrative Expense
Accounting Services $ 20,000 0.07%
Connectivity $ 10,800 0.04%
Credit Card Processing $ 585,000 2.05%
Customer Support $ 9,000 0.03%
Entertainment $ 25,000 0.09%
Hosting Fees $ 48,000 0.17%
Legal Services $ 30,000 0.11%
Long Distance $ 8,000 0.03%
Management Salaries $ 215,000 0.75%
Office Rent $ 22,200 0.08%
Office Supplies $ 5,000 0.02%
Payroll Tax $ 18,598 0.07%
Phone $ 5,000 0.02%
Total G & A Expenses $ 1,001,598 3.51%
Research & Development Expenses
Application Development $ 367,000 1.29%
Hardware & Equipment $ 50,000 0.18%
Total R & D Expenses $ 417,000 1.46%
Offering Costs
Accounting $ 10,000 0.04%
Attorney Fees $ 25,000 0.09%
Commissions (if B/D is used) $ 4,275,000 15.00%
NASDAQ Application $ 5,000 0.02%
Printing Expense - Final Prospectus $ 5,000 0.02%
Printing Expense - Red Herring $ 5,000 0.02%
Standard & Poor's Application $ 8,500 0.03%
SEC Registration $ 13,543 0.05%
Transfer Agent $ 15,000 0.05%
Total Registration/Filing fees $ 4,362,043 15.31%
Working Capital $ 7,134,359 25.03%
Total Gross Proceeds $ 28,500,000 100.00%
13
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Use of Proceeds
(Schedule assuming GimmeaBid.com receives 75% of Offering Proceeds or $21,375,000)
Sales & Marketing Expense Individual Exp % of Total
<S> <C> <C>
Advertising $ 4,875,000 22.81%
Direct Mail $ 319,984 1.50%
Entertainment $ 60,000 0.28%
Literature $ 200,000 0.94%
Promotions $ 2,077,500 9.72%
Sales Staff $ 250,000 1.17%
Seminars $ 2,625,000 12.28%
Support Staff $ 105,000 0.49%
Trade Shows $ 500,000 2.34%
Travel $ 200,000 0.94%
Total Sales & Marketing $ 11,212,484 52.46%
General & Administrative Expense
Accounting Services $ 20,000 0.09%
Connectivity $ 10,800 0.05%
Credit Card Processing $ 585,000 2.74%
Customer Support $ 9,000 0.04%
Entertainment $ 25,000 0.12%
Hosting Fees $ 48,000 0.22%
Legal Services $ 30,000 0.14%
Long Distance $ 8,000 0.04%
Management Salaries $ 215,000 1.01%
Office Rent $ 22,200 0.10%
Office Supplies $ 5,000 0.02%
Payroll Tax $ 18,598 0.09%
Phone $ 5,000 0.02%
Total G & A Expenses $ 1,001,598 4.69%
Research & Development Expenses
Application Development $ 367,000 1.72%
Hardware & Equipment $ 50,000 0.23%
Total R & D Expenses $ 417,000 1.95%
Offering Costs
Accounting $ 10,000 0.05%
Attorney Fees $ 25,000 0.12%
Commissions (if B/D is used) $ 3,206,250 15.00%
NASDAQ Application $ 5,000 0.02%
Printing Expense - Final Prospectus $ 5,000 0.02%
Printing Expense - Red Herring $ 5,000 0.02%
Standard & Poor's Application $ 8,500 0.04%
SEC Registration $ 13,543 0.06%
Transfer Agent $ 15,000 0.07%
Total Registration/Filing fees $ 3,293,293 15.41%
Working Capital $ 5,450,625 25.50%
Total Gross Proceeds $ 21,375,000 100.00%
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Use of Proceeds
(Schedule assuming GimmeaBid.com receives 50% of Offering Proceeds or $14,250,000)
Sales & Marketing Expense Individual Exp % of Total
<S> <C> <C>
Advertising $ 2,600,000 18.25%
Direct Mail $ 185,609 1.30%
Entertainment $ 60,000 0.42%
Literature $ 200,000 1.40%
Promotions $ 1,385,000 9.72%
Sales Staff $ 250,000 1.75%
Seminars $ 1,487,500 10.44%
Support Staff $ 105,000 0.74%
Trade Shows $ 500,000 3.51%
Travel $ 200,000 1.40%
Total Sales & Marketing $ 6,973,109 48.93%
General & Administrative Expense
Accounting Services $ 20,000 0.14%
Connectivity $ 10,800 0.08%
Credit Card Processing $ 585,000 4.11%
Customer Support $ 9,000 0.06%
Entertainment $ 25,000 0.18%
Hosting Fees $ 48,000 0.34%
Legal Services $ 30,000 0.21%
Long Distance $ 8,000 0.06%
Management Salaries $ 215,000 1.51%
Office Rent $ 22,200 0.16%
Office Supplies $ 5,000 0.04%
Payroll Tax $ 18,598 0.13%
Phone $ 5,000 0.04%
Total G & A Expenses $ 1,001,598 7.03%
Research & Development Expenses
Application Development $ 367,000 2.58%
Hardware & Equipment $ 50,000 0.35%
Total R & D Expenses $ 417,000 2.93%
Offering Costs
Accounting $ 10,000 0.07%
Attorney Fees $ 25,000 0.18%
Commissions (if B/D is used) $ 2,137,500 15.00%
NASDAQ Application $ 5,000 0.04%
Printing Expense - Final Prospectus $ 5,000 0.04%
Printing Expense - Red Herring $ 5,000 0.04%
Standard & Poor's Application $ 8,500 0.06%
SEC Registration $ 13,543 0.10%
Transfer Agent $ 15,000 0.11%
Total Registration/Filing fees $ 2,224,543 15.61%
Working Capital $ 3,633,750 25.50%
Total Gross Proceeds $ 14,250,000 100.00%
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Use of Proceeds
(Schedule assuming GimmeaBid.com receives 25% of Offering Proceeds or $7,125,000)
Sales & Marketing Expense Individual Exp % of Total
<S> <C> <C>
Advertising $ 975,000 13.68%
Direct Mail $ - 0.00%
Entertainment $ 60,000 0.84%
Literature $ 200,000 2.81%
Promotions $ 595,000 8.35%
Sales Staff $ 250,000 3.51%
Seminars $ 175,000 2.46%
Support Staff $ 105,000 1.47%
Trade Shows $ 173,734 2.44%
Travel $ 200,000 2.81%
Total Sales & Marketing $ 2,733,734 38.37%
General & Administrative Expense
Accounting Services $ 20,000 0.28%
Connectivity $ 10,800 0.15%
Credit Card Processing $ 585,000 8.21%
Customer Support $ 9,000 0.13%
Entertainment $ 25,000 0.35%
Hosting Fees $ 48,000 0.67%
Legal Services $ 30,000 0.42%
Long Distance $ 8,000 0.11%
Management Salaries $ 215,000 3.02%
Office Rent $ 22,200 0.31%
Office Supplies $ 5,000 0.07%
Payroll Tax $ 18,598 0.26%
Phone $ 5,000 0.07%
Total G & A Expenses $ 1,001,598 14.06%
Research & Development Expenses
Application Development $ 367,000 5.15%
Hardware & Equipment $ 50,000 0.70%
Total R & D Expenses $ 417,000 5.85%
Offering Costs
Accounting $ 10,000 0.14%
Attorney Fees $ 25,000 0.35%
Commissions (if B/D is used) $ 1,068,750 15.00%
NASDAQ Application $ 5,000 0.07%
Printing Expense - Final Prospectus $ 5,000 0.07%
Printing Expense - Red Herring $ 5,000 0.07%
Standard & Poor's Application $ 8,500 0.12%
SEC Registration $ 13,543 0.19%
Transfer Agent $ 15,000 0.21%
Total Registration/Filing fees $ 1,155,793 16.22%
Working Capital $ 1,816,875 25.50%
Total Gross Proceeds $ 7,125,000 100.00%
</TABLE>
16
<PAGE>
Determination of Offering Price
The offering price of the selling stockholders' shares was calculated
pursuant to rule 457 (c) of Regulation C with a good faith estimate that the
price will be the same as the price Gimmeabid.com is offering its 1,500,000
shares.
The offering price of the 1,500,000 shares being offered on a "direct
participation" basis has been determined primarily by the capital requirements
of Gimmeabid.com and has no relationship to any established criteria of value,
such as book value or earnings per share. Additionally, because we have no
significant operating history and have not generated any revenues to date, the
price of the shares is not based on past earnings nor is it indicative of
current market value for the assets owned by Gimmeabid.com.
Dilution
On June 30, 2000, Gimmeabid.com had a net book value of $ 1,217,531 or
$0.16 per share (based on 7,612,520 common shares outstanding). The net Tangible
book value per share is equal to Gimmeabid.com's total tangible assets, less its
total liabilities and divided by its total number of common stock outstanding.
After giving effect to the sale of the shares at the public offering price of
$19.00 per share after the application of the estimated net offering proceeds,
the net tangible book value of Gimmeabid.com, as of June 30, 2000 would have
been $25,355,488 or $3.33 per share. This represents an immediate increase in
net tangible book value of $3.17 per share attributable to new investors
purchasing shares in this offering. The following table illustrates the per
share dilution in net tangible book value per share to new investors:
Public Offering price per unit $ 19
Net tangible book value per share $ 0.16
As of June 30, 2000
Increase per share attributed to $ 3.17
Investors in this offering
Net tangible book value per share $ 3.33
As of June 31, 2000, after this offering
Net tangible book value dilution $15.67
Per share to new investors
The information set forth above regarding dilution assumes the sale of
all shares offered. If less than all shares offered are purchased, those who do
not invest in this offering will undergo even greater dilution of their
investment dollar than the amoun6ts stated. The 1,200,000 shares being offered
by the selling stockholders are outstanding shares of common stock and,
therefore, do not contribute to dilution.
17
<PAGE>
Selling Stockholders
The following table sets forth the number of common shares that may be
offered for sale from time to time by the selling security holders. The shares
offered for sale constitute all of the shares known to Gimmeabid.com to be
beneficially owned by the selling security holders.
<TABLE>
<CAPTION>
Selling Stockholders Shares % Before % After
Offering Offering
-------------------- ------ -------- --------
<S> <C> <C> <C>
Bartok, Marjorie & Robert 2,000 Less than 1% Less than 1%
Bimson, John 500 Less than 1% Less than 1%
Bimson, Margaret 1,000 Less than 1% Less than 1%
Bimson, Steve 500 Less than 1% Less than 1%
Brown, Bruce J. 1,200 Less than 1% Less than 1%
Brown, Sylvia Ann 200 Less than 1% Less than 1%
Brown, Thasunda 200 Less than 1% Less than 1%
Bryant, Ronald R. 2,000 Less than 1% Less than 1%
Bulsei, Paul 200 Less than 1% Less than 1%
Delaine, Campbell 100 Less than 1% Less than 1%
Campbell, Michael 200 Less than 1% Less than 1%
Cannaday, Kim & Deborah 200 Less than 1% Less than 1%
Casey, James G. 12,193 Less than 1% Less than 1%
Castro & Davis, L.L.P. (1) 2,427 Less than 1% Less than 1%
Catambay Diversified Services, Inc. 5,000 Less than 1% Less than 1%
Catambay, Judy 1,000 Less than 1% Less than 1%
Catambay, William 4,000 Less than 1% Less than 1%
Catambay, William & Ruthann Reese 5,000 Less than 1% Less than 1%
Corgliano, Pat 200 Less than 1% Less than 1%
Cox, James Allen 1,500 Less than 1% Less than 1%
Crowell, John (2) 10,000 Less than 1% Less than 1%
Darden, Robert L. 1,000 Less than 1% Less than 1%
Daves, Edward B. 1,000 Less than 1% Less than 1%
Davidson, Corbett E. & Billye A. 200 Less than 1% Less than 1%
Davis, Jeffrey Scott & Wendy Cheryl (1) 1,000 Less than 1% Less than 1%
Davis, Renee P. 2,000 Less than 1% Less than 1%
Day, Krista 300 Less than 1% Less than 1%
Dodd, Ava 4,000 Less than 1% Less than 1%
Dodson, Carolyn 300 Less than 1% Less than 1%
Efurd, Richard 3,300 Less than 1% Less than 1%
Erskine, Louis G. & Julie L. 200 Less than 1% Less than 1%
Evans, Kimberly 200 Less than 1% Less than 1%
Fidelity Transfer Company (4) 3,000 Less than 1% Less than 1%
Friendstein, Laura L. 500 Less than 1% Less than 1%
Geeslin, David G. 20,000 Less than 1% Less than 1%
Glass, B. J. 1,000 Less than 1% Less than 1%
</TABLE>
<PAGE>
18
<TABLE>
<S> <C> <C> <C>
Glazer, Marcus J. 1,000 Less than 1% Less than 1%
Goza, Frank D. 1,500 Less than 1% Less than 1%
Grau, Ray 200 Less than 1% Less than 1%
Gray, Nancy 100 Less than 1% Less than 1%
Hackler, Cecil W. 200 Less than 1% Less than 1%
Halland, Alice 1,000 Less than 1% Less than 1%
Harris, John R. 2,770 Less than 1% Less than 1%
Henire, Paula (5) 10,000 Less than 1% Less than 1%
Herrington, Lawrence D. 200 Less than 1% Less than 1%
Hobson, Phillip R. 2,000 Less than 1% Less than 1%
Hobson, Phillip Trust 72,000 Less than 1% Less than 1%
Holt, Fred 200 Less than 1% Less than 1%
Howard, Tom 100 Less than 1% Less than 1%
Hughes, Barbara 200 Less than 1% Less than 1%
Image Is Everything, Inc. % Gilda Cohen 416 Less than 1% Less than 1%
Integrated Concepts, Inc. 200,000 2.64% 2.21%
Johnson, Tim & Cynthia 18,000 Less than 1% Less than 1%
Jolla, Monica 150 Less than 1% Less than 1%
Jones, Delbert 72,000 Less than 1% Less than 1%
Jones, Delaine 200 Less than 1% Less than 1%
Jones, Kenneth 72,000 Less than 1% Less than 1%
Jones, Rodney E. 4,000 Less than 1% Less than 1%
Kauffmann, Adolph F. & Shirley A. 500 Less than 1% Less than 1%
Kerry, Connie (7) 2,000 Less than 1% Less than 1%
Landis, Kevin 290 Less than 1% Less than 1%
Laux, Edward E. 1,000 Less than 1% Less than 1%
Lavdas, Georgia 300 Less than 1% Less than 1%
Lien, Martha E. 300 Less than 1% Less than 1%
Line, John W. 1,000 Less than 1% Less than 1%
Longstaff, Richard J. 1,000 Less than 1% Less than 1%
Martin, Charles T. 1,000 Less than 1% Less than 1%
Mettala Family Trust (8) 10,000 Less than 1% Less than 1%
Mock, R.W. & Bivra J. 1,000 Less than 1% Less than 1%
Montemayor, Enfrain 1,000 Less than 1% Less than 1%
Neill, Jon % Jyrographix 700 Less than 1% Less than 1%
Neilsen, Roberta R. & Grant E. 1,000 Less than 1% Less than 1%
Nelson, Karan A. 200 Less than 1% Less than 1%
Oakley, Sundra N. 200 Less than 1% Less than 1%
O'Neill, Gerald T. 800 Less than 1% Less than 1%
Patel, Mahipat M. & & Rekha M. 500 Less than 1% Less than 1%
Peters, Ellen E. 1,000 Less than 1% Less than 1%
Porter, Rufus C. 1,000 Less than 1% Less than 1%
Prestwood, Andrew 100 Less than 1% Less than 1%
Price, John L. & Gayla S. 430 Less than 1% Less than 1%
Prober, Jack 3,000 Less than 1% Less than 1%
</TABLE>
19
<PAGE>
<TABLE>
<S> <C> <C> <C>
Purdon, Kevin E. 1,000 Less than 1% Less than 1%
Pyle Machine Company, Inc. 1,000 Less than 1% Less than 1%
Reddy, Brian 1,280 Less than 1% Less than 1%
Reddy, John J. & Kathryn M. 1,000 Less than 1% Less than 1%
Reed, Lisa 4,000 Less than 1% Less than 1%
Reese, Ruthann 1,000 Less than 1% Less than 1%
Richardson, Thomas W. 1,000 Less than 1% Less than 1%
Ruffin, Danny J. 100 Less than 1% Less than 1%
Scott, Paul % Jyrographix 700 Less than 1% Less than 1%
Sexton, Joseph Edward & Susan B (9) 10,000 Less than 1% Less than 1%
Shaffer, Jeff N. & Terri L. 500 Less than 1% Less than 1%
Siebert, Harvey E. 1,000 Less than 1% Less than 1%
Simmons, Kurt 1,000 Less than 1% Less than 1%
Skaar, Lance D. 100 Less than 1% Less than 1%
Smith, Jack & Betty Bell 1,500 Less than 1% Less than 1%
Smith, Ricky L. & Krystal G. 200 Less than 1% Less than 1%
Smith, Shawn 1,340 Less than 1% Less than 1%
Stark, Marie B. 1,000 Less than 1% Less than 1%
Stark, Richard L. 1,000 Less than 1% Less than 1%
Steel, Betty J. & Donald L. 400 Less than 1% Less than 1%
Stephens Specialties, Inc. Stephen Johns (10) 954 Less than 1% Less than 1%
Stephens, Dewey D. 200 Less than 1% Less than 1%
Taylor, Erika 100 Less than 1% Less than 1%
Taylor, Larry 200 Less than 1% Less than 1%
Taylor, Ruth 200 Less than 1% Less than 1%
Thomas, William M. 3,400 Less than 1% Less than 1%
Thomason, A. A. 200 Less than 1% Less than 1%
Thurman Larry 8,000 Less than 1% Less than 1%
Tiller, Bobby F. Jr & Amy J. 3,000 Less than 1% Less than 1%
Tolliver, Will A. 500 Less than 1% Less than 1%
Wallace, Debbie 3,000 Less than 1% Less than 1%
Wegener, R. Blake 2,000 Less than 1% Less than 1%
Wehrenberg, Gloria I. 200 Less than 1% Less than 1%
Wehrenberg, Harold R. Tr. Harold TTEE 400 Less than 1% Less than 1%
Whiting, Bill 660 Less than 1% Less than 1%
Wiesehan, Janet E. 2,000 Less than 1% Less than 1%
Williams Chrysler Plymouth, Inc. 1,000 Less than 1% Less than 1%
Williamson, Ralph Charles 1,600 Less than 1% Less than 1%
Wilson, Carolyn S. 500 Less than 1% Less than 1%
Wilson, Dink 200 Less than 1% Less than 1%
Wood, Ann (11) 140,848 39.5% 31.4%
Wood, Charles (12) 140,847 10.5% 7.2%
Wood, Floyd (13) 3,000 Less than 1% Less than 1%
Wood, Michael (14) 281,695 39.5% 29.9%
--------- ------------ ------------
TOTAL 1,200,000
</TABLE>
20
<PAGE>
(1) The firm of Castro & Davis, L.L. P. is Gimmeabid.com's legal
counsel. Mr. Isaac Castro and Jeffrey Davis are the partners of
Castro & Davis L.L.P. who individually purchased 2,000 and 1,000
shares respectively for cash at $5.00 per share. The partnership
itself was issued shares by Michael Wood personally for the
retirement of a personal debt to the firm in the amount of $
2,135. Castro & Davis also received 2,000 common shares from
GimmeaBid.com as an advance payment for legal services that can be
drawn upon in the future as needed, i.e. pre-paid legal expense.
(2) John Crowell currently serves in the capacity of Chief Technical
Officer for Gimmeabid.com. As part of the marketing agreement, Mr.
Crowell will receive 10,000 common shares upon acceptance of the
option according to a marketing agreement that was executed
between Mr. Crowell and Gimmeabid.com.
(3) Mrs. Ava Dodd is a sister of Charles Wood, our Vice-President.
Mrs. Dodd received shares from Charles personally as a gift.
(4) Fidelity Transfer Company is Gimmeabid.com's transfer agent.
Fidelity Transfer Company received 3,000 shares as payment to
retire an outstanding debt from the previous venture in the amount
of $ 1,233.
(5) Paula Henrie, the spouse of Gary R. Henrie, securities counsel to
GimmeaBid.com is the holder of 10,000 common shares. Mr. Henrie
was issued 10,000 common shares in exchange for an initial
consultation on securities issues with Gimmeabid.com management
and his agreement to act as securities counsel for Gimmeabid.com.
The shares were issued to his wife, Mrs. Paula Henrie, upon his
request for personal financial and planning reasons.
(6) Integrated Concepts, Inc. is Gimmeabid.com's technology developer
and host. ICI received 200,000 shares for the development of
Gimmeabid.com's Internet application as stated in their executed
agreement. The total cost for development amounted to $1.500,000
of which ICI received 200,000 common shares, which left $500,000
payable in cash.
(7) Mrs. Connie Kerry is also a sister of Charles Wood, our
Vice-President. Mrs. Kerry received her shares from Charles,
personally, as a gift.
(8) Dr. Mettala is our Chief Technical Advisor and is in charge of
Gimmeabid.com's technology development. Dr. Mettala is also the
Chief Technical Officer of Integrated Concepts, Inc. Dr. Mettala
received shares by purchasing them for cash from Gimmeabid.com at
$5.00 per share.
(9) Joseph Sexton serve on our Advisory Board in the capacity of Sales
& Marketing advisor. Mr. Sexton purchased his shares from
Gimmeabid.com for cash at $5.00 per share.
(10) Stephen Johns or Stephens Specialties, Inc. is Gimmeabid.com's
accountant and is in charge of the day to day accounting and tax
return preparation annually. Mr. Johns received shares for the
payment of invoices amounting to $ 4,770 for accounting services
performed for Gimmeabid.com at $5.00 per share.
21
<PAGE>
(11) Ann Wood is the present and acting Secretary and a Director for
Gimmeabid.com. She is also the wife of Charles Wood, our
Vice-President and the mother to Michael Wood, our President. Mrs.
Wood received shares as a founder of GimmeaBid.com.
(12) Charles Wood is the present and acting Vice-President. Mr. Wood
received his shares as a founder of Gimmeabid.com.
(13) Floyd Wood is a brother to our Vice-President, Charles Wood. Floyd
Wood received shares from Charles Wood personally as a gift.
(14) Michael Wood is the present President and CEO and serves as
Chairman of the Board of Gimmeabid.com. He is the son of Charles
and Ann Wood, our Vice-President and Secretary, respectively.
Michael Wood received his shares as a founder of GimmeaBid.com.
Plan of Distribution
Gimmeabid.com is offering 1,500,000 shares of Common Stock through its
officers and directors on a "direct participation" basis at a purchase price of
$19.00 per share. Gimmeabid.com is managing this offering without any
underwriter. The shares will be offered and sold by Gimmeabid.com's officers and
directors who will receive no sales commissions or other compensation, except
for reimbursement of expenses actually incurred on behalf of Gimmeabid.com for
such activities. In connection with their efforts, they will rely on the safe
harbor provisions of Rule 3a4-1 of the Securities and Exchange Act of 1934.
Generally speaking, Rule 314-1 provides an exemption from the broker/dealer
registration requirements of the 1934 act for associated persons of an issuer.
There is no minimum offering; therefore all purchases will be paid directly to
Gimmeabid.com upon receipt. No one, including Gimmeabid.com has made any
commitment to purchase any or all of the shares. Rather, the officers and
directors will use their best efforts to find purchasers for the shares.
Gimmeabid.com cannot state how many shares will successfully be sold.
Gimmeabid.com anticipates selling the shares to persons whom it
believes may be interest or who have contacted Gimmeabid.com with interest in
purchasing the securities. Gimmeabid.com may sell shares to such persons if they
reside in a state in which the shares legally may be sold and in which
Gimmeabid.com is permitted to sell the shares. Gimmeabid.com is not obligated to
sell shares to any such persons.
Gimmeabid.com has established no minimum offering amount and no escrow
of investor money pending a certain minimum number of shares being sold. Each
subscription for shares in this offering that is accepted by Gimmeabid.com will
be credited immediately to the cash accounts of Gimmeabid.com and such investor
funds may be spent by Gimmeabid.com without any waiting period or other
contingency.
Gimmeabid.com reserves the right to reject any subscription in full or
in part and to terminate this offering at any time. Officers, directors, present
stockholders of Gimmeabid.com and persons associated with them may purchase some
of the shares. However, officers, directors, and their affiliates shall not be
22
<PAGE>
permitted to purchase more than 20% of the units sold hereunder and such
purchases will e held for investment and not for resale. In addition, no
proceeds from this offering will be used to finance any such purchases.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this prospectus and if give or made, that information or representation must not
be relied on as having been authorized by Gimmeabid.com. This prospectus is not
an offer to sell or a solicitation of an offer to buy any of the securities to
any person in any jurisdiction in which that offer or solicitation is unlawful.
Neither the delivery of this prospectus nor any sale hereunder shall under any
circumstances, create any implication that the information in this prospectus is
correct as of any date later than the date of this prospectus.
Purchasers of shares either in this offering or in any subsequent
trading market that may develop must be residents of states in which the
securities are registered or exempt from registration. Some of the exemptions
are self-executing, that is to say that there are no notice or filing
requirements, and compliance with the conditions of the exemption render
exemption applicable.
The Selling stockholders may from time to time sell all or a portion of
their shares in the over-the-counter market, or on any other national securities
exchange on which the common stock is or becomes listed or traded, in negotiated
transactions or otherwise, at prices then prevailing or related to the then
current market price or at negotiated prices. The Shares will not be sold in an
underwritten public offering. The Shares may be sold directly or through brokers
or dealers. The methods by which the Shares may be sold include: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) privately selling
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from selling stockholders (or, if
any such broker-dealer acts as agent for the purchaser of such shares, from such
purchaser) in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
the Selling Stockholders to sell a specified number of such shares at a
stipulated price per share, and, to the extent such purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
such Selling Stockholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and sales to and through other
broker-dealers (including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and`, in connection with such re-sales, may pay to or
receive from the purchasers of such shares commissions as described above.
23
<PAGE>
In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also sell the shares short and
redeliver the shares to close out the short positions. The selling stockholders
may also loan or pledge the shares to a broker-dealer and the broker-dealer may
sell the shares so loaned or upon a default the broker-dealer may effect sales
of the pledged shares. In addition to the foregoing, the selling stockholders
may enter into, from time to time, other types of hedging transactions.
The selling stockholders and any broker-dealers participating in the
distributions of the Shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act and any profit on the sale of shares by
the selling stockholders and any commissions or discounts given to any such
broker-dealer may be deemed to be underwriting commissions or discounts under
the 1933 Act. The shares may also be sold pursuant to Rule 144 under the 1933
Act beginning one year after the shares were issued.
We have filed the registration statement, or which this prospectus
forms a part, with respect to the sale of the shares. There can be no assurance
that the Selling Stockholders will sell any or all of the shares they desire to
sell, or that we will sell any of the share we desire to sell.
Under the Securities Exchange Act of 1934 and the regulations
thereunder, any person engaged in a distribution of the shares offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the common stock of Gimmeabid.com during the applicable "cooling off"
periods prior to the commencement of such distribution. IN addition, and without
limiting the foregoing, the selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of common stock by the
Selling Stockholders. We will pay all of the expenses incident to this offering
and sale of the Shares, other than commissions, discounts and fees of
underwriters, dealers, or agents.
We have advised the selling stockholders that, during such time as they
may be engaged in a distribution of any of the shares we are registering by this
Registration Statement, they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any Selling Stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
24
<PAGE>
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.
Regulation M prohibits any bids or purchases made in order to stabilize
the price of a security in connection with the distribution of that security,
except as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of those transactions. We have advised the Selling
Stockholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
is the result of fraudulent, manipulative, or deceptive practices. Selling
Stockholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.
LEGAL PROCEEDINGS
As of the date of this prospectus, there is no pending or threatened litigation
involving GimmeaBid.com or any of its officers or directors.
25
<PAGE>
Directors, Executive Officers, Promoters, and Control Persons
The following lists all members of GimmeaBid.com's Board of Directors,
Executive Officers, and members of the Advisory Board.
Name Age Position
----- --- --------
J. Michael Wood 31 President, CEO, and Chairman
Charles Wood 55 Vice-President & Director
Ann Wood 59 Corporate Secretary & Director
Maegan Anders 23 Treasurer, CFO & Director
John Crowell 50 Chief Technology Officer
Advisory Board
Erik Mettala 50 Chief Technical Advisor
Kent Bimson 51 Technical Advisor
John Harris 49 Operations Advisor
Joe Sexton 41 Sales & Marketing Advisor
Biographies
J. Michael Wood - President
Mr. Wood serves as the President and CEO of Gimmeabid.com and has served
in that capacity since the inception of Gimmeabid.com in 1999. Prior to
his involvement with Gimmeabid.com, Mr. Wood was a securities broker
most recently with Merrill Lynch in 1999. He was a financial advisor
with Investment Management & Research from 1996 to 1998. He was a
financial consultant with Advantage Capital Corporation from 1994 to
1995. Mr. Wood is a graduate of Abilene Christian University.
Charles Wood - Vice-President
Mr. Wood is the current Vice-President of Gimmeabid.com and has been
since its inception in 1999. Prior to his involvement with
Gimmeabid.com, Mr. Wood was the owner of a used auto dealership in
Abilene and Brownwood, Texas from 1993 to 1999. Mr. Wood has had
approximately 30 years of experience in all aspects of the used auto
industry.
Ann Wood - Secretary
Mrs. Wood is Gimmeabid.com's corporate secretary. Mrs. Wood has had
approximately 20 years of experience in the auto industry. Most
recently, Mrs. Wood was employed by Wicke's Furniture from 1998 to July
2000. Prior to her employment with Wicke's, Mrs. Wood was employed with
her husband at Wood's Auto from 1993 to 1998. Mrs. Wood has had
approximately 10 years experience in retail sales with Sam's wholesale
club from 1990 to 1993.
26
<PAGE>
Maegan Anders - Treasurer & CFO
Ms. Anders is the current Treasurer and Chief Financial Officer of
Gimmeabid.com and has held that position since inception in 1999. Prior
to her involvement with Gimmeabid.com, Ms. Anders was employed by a
private investment firm that manages approximately $2 billion in assets
from 1998 to 1999. Prior to this, she was a student at Abilene Christian
University from 1995 to 1998.
John Crowell - Chief Technical Officer
Mr. Crowell has served as the Chief Technical Officer for Gimmeabid.com
since April of 2000. Prior to his involvement with Gimmeabid.com, Mr.
Crowell was in retirement from 1998 to April of 2000. Mr. Crowell is the
previous owner and founder of Dr. Computer from 1996 to 1998. Dr.
Computer was a chain of computer repair/upgrade/training stores. Prior
to his development of Dr. Computer, he served as the Chief Technical
Officer of World Television Networking from 1991 -1995. From 1995-1996,
he developed and launched d'Essence, a perfume manufacturing and
distribution company. Mr. Crowell is a Certified Public Accountant and a
CDP.
Advisory Board
In addition to the current Board of Directors, it is the policy of
Gimmeabid.com to seek advice and counsel of highly qualified business and
industry professionals and experts to assist the management team to make
appropriate decisions and choose the most effective course of action. These
individuals are not responsible for management decisions nor are they
compensated for their participation on Gimmeabid.com's Advisory Board. The
current Advisory Board is comprised of the following individuals:
Erik Mettala, PhD. - Chief Technical Advisor
Dr. Mettala serves as the Chief Technical Advisor for Gimmeabid.com
since January of 2000. Dr. Mettala currently serves as the Chief
Technical Officer of Integrated Concepts, Inc. since April of 1998. From
September of 1995 to April of 1998, Dr. Mettala was the Chief technical
Officer of MCC in Austin, Texas. Dr. Mettala was the Associate Dean of
Engineering for Research at the University of Texas at Arlington from
August 1993 to September of 1995. From 1991 to 1993, he served as
Deputed Director of Software sand Intelligent Systems Technology Office
at the Defense Advanced Research Projects Agency (DARPA) in Arlington,
Virginia. During his tenure at DARPA, he served as a program manager for
Software Engineering Environments and Tools, Persistent Object Bases
(which supported the development of CORBA), Manufacturing Automation and
Design Engineering (which supported the development of Mosaic, S-HTTP,
AND HTTP-S), and Domain Specific Software Architectures, which supported
the development of TCP/IP. During his tenure with the Defense
Department, he received top secret security clearance. Dr. Mettala has
received a number of patents as well as being printed in numerous
publications. He brings more than 25 years of experience in Information
Technology to the Company. Dr. Mettala has an undergraduate degree in
marketing and transportation administration from Michigan State
University. He has a Master of Science degree in Computer science and
27
<PAGE>
management system engineering from Central Texas University, though most
of his coursework was completed at the University of California in Los
Angeles. Dr. Mettala also earned a Ph.D. in industrial and management
systems, in conjunction with Computer Science from Penn State University
Kent Bimson, PhD.- Technical Advisor
Dr. Bimson currently serves as a technical advisor to Gimmeabid.com. He
is presently employed by Integrated Concepts, Inc. and has served in the
capacity of Executive Vice President, knowledge integration since
November of 1999. Previously, Dr. Bimson served as Assistant Vice
President to Science Applications International Corporation from May
1998 to November 1999. From June 995 to May 1998, Dr. Bimson served as
Chief Scientist at Science Applications International Corporation. In
his capacity of Vice President at ICI, he is currently focused on
developing a Knowledge Integration Tool that will support integration of
heterogeneous enterprise databases and presentation of this integrated
information over the web. Dr. Bimson established the Florida office for
ICI in Cape Canaveral, Florida, to support local projects and Managed
Electronic Commerce business where he was Program Manager on the Launch
Operations and Support Contract at Cape Canaveral Air Station in
Florida, where he also served as the Director of Information Technology,
responsible for developing a Spaceport Intranet Information System
(SIIS) for the US Air Force. SIIS features web-enabled databases,
streaming video, on-line drawings and schematics, documents, and
ScreenCams. Dr. Bimson oversaw the Integrated Resource Management (IRM)
capability, which integrates many of the Cape's heterogeneous databases
into a common enterprise model using CORBA technology. IRM provides
stakeholders with an integrated view of the enterprise over the SIIS
using a Java browser, including access to integrated data, documents,
databases, videos and drawings. Dr. Bimson is a facilitator for Stephen
Covey's "4 Roles of Leadership" workshop and helped lead this training
on the 500 person LOSC contract.
28
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of Gimmeabid.com's Common Stock as of June 30, 2000, as
adjusted to reflect the sale of the shares of Common Stock offering in the
Offering, by each person known to us to beneficially own more than 5% of the
Common Stock, and each of Gimmeabid.com's Directors, each of the Named Executive
Officers and all Directors and Executive officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Beneficially Percentage Beneficially Owned
Owned Shares
Name & Address of Beneficial Owner Before After
Offering Offering
-------------------------------------------------- ------------------------ -----------------------------------------
<S> <C> <C> <C>
J. Michael Wood 3,005,000 Common shares 39.5% 29.9%
116 World Trade Center
P. O. Box 420132
Dallas, Texas 75342
Charles Wood 796,471 Common Shares 10.5% 7.2%
116 World Trade Center
P. O. Box 4201320
Dallas, Texas 75342
Ann Wood 3,000,000 Common Shares 39.5% 31.4%
116 World Trade Center
P. O. Box 420132
Dallas, Texas 75342
John Crowell 10,000 Common Shares Less than 1% Less than 1%
116 World Trade Center
P. O. Box 420132
Dallas, Texas 75342
All directors and executive officers as a group 6,811,471 Common Shares 89.6% 68.6%
</TABLE>
29
<PAGE>
Description of Securities of Gimmeabid.com
Common Stock
The authorized common stock of GimmeaBid.com consists of 10,000,000
shares, with each share having a par value of $0.001, of which 7,599,020 shares
were issued and outstanding on May 1, 2000. There were 456 holders of common
stock as of May 1, 2000.
Holders of common stock are entitled to one vote per share on all
matters submitted to a vote of shareholders of GimmeaBid.com and may not
cumulate votes for the election of directors. Holders of the common stock have
the right to receive dividends when, as, and if declared by the board of
directors from funds legally available therefore. Upon liquidation of
GimmeaBid.com, holders of the common stock are entitled to share pro rata in any
assets available for distribution to shareholders after payment of all
obligations of GimmeaBid.com. Holders of common stock have no preemptive rights
and have no rights to convert their common stock into any other securities. All
shares of common stock have equal rights and preferences. All shares of common
stock now outstanding are fully paid for and non-assessable.
GimmeaBid.com has never paid a cash dividend on the common stock.
GimmaBid.com currently intends to retain all earnings, if any, to increase the
capital of GimmeaBid.com to effect planned development activities and to pay
dividends only when it is prudent to do so and GimmeaBid.com's performance
justifies such action. Holders of common stock are entitled to receive dividends
out of funds legally available when, as and if declared by GimmeaBid.com's board
of directors.
OTHER SECURITIES
There are currently no preferred shares or other securities issued,
outstanding, or authorized.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the common stock will be:
Fidelity Transfer Company
1800 S. W. Temple
Suite 301
Salt Lake City, Utah 84115
30
<PAGE>
The Registered Agent is:
CT Corporation Systems
1717 N. Akard Street
Dallas, Texas 75201
Interest of Named Experts and Counsel
No "expert" as that term is defined pursuant to section 228.509(a) of
Regulation S-B, or GimmeaBid.com's counsel as that term is defined pursuant to
section 228.509 (b) of Regulation S-B was hired on a contingent basis, or will
receive a direct or indirect interest in GimmeaBid.com through this offering or
was a promoter, underwriter, voting trustee, director, officer, or employee of
GimmeaBid.com at any time prior to the filing of this registration statement,
however, Paula Henrie, the spouse of Gary R. Henrie, securities counsel to
GimmeaBid.com is the holder of 10,000 common shares. Mr. Henrie was issued
10,000 common shares in exchange for an initial consultation on securities
issues with Gimmeabid.com management and his agreement to act as securities
counsel for Gimmeabid.com. The shares were issued to his wife, Mrs. Paula
Henrie, upon his request for personal financial and planning reasons.
Disclosure of Commission Position On Indemnification For Securities Act
Liabilities
GimmeaBid.com, Inc.'s articles of incorporation provide that
GimmeaBid.com will indemnify an officer, director, or former officer or
director, to the full extent permitted by law. This could include
indemnification for liabilities under securities laws enacted for shareholder
protection.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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
small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small
business issuer 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 Securities Act and will be governed by the final adjudication
of such issue.
31
<PAGE>
Description of Business
Development
GimmeaBid.com was incorporated on May 15, 1986, pursuant to the laws of
the state of Delaware under the name Life Systems International, Inc. Life
Systems was engaged in the promotion of a system designed to enable smokers to
end the tobacco habit. Life Systems was ultimately unable to develop a
sufficient market to enable it to operate profitably in this activity and ceased
its marketing efforts in 1986. On July 17, 1990, the name was changed to
Mesquite Country, Inc. to reflect the new business being conducted of
harvesting, processing, packaging, and marketing Mesquite wood products. In
1993, Mesquite Country discontinued operations and in 1994 sold all of its
operating assets. Some of the assets were sold at auction for the benefit of
creditors. The corporation then lay dormant from 1993 until 1998 without assets
or any business activity.
In December of 1998, the controlling stockholders Michael and Charles
Wood decided to operate a new business within the existing corporation and took
the steps necessary to revitalize the corporation. On June 16, 1999, the name of
the company was changed to GimmeaBid.com, Inc. The business purpose of
Gimmeabid.com is to maintain and operate an on-line auction for auto dealers
located across the United States.
Business
As has happened with many other industries, it is only natural that the
Internet will now supply the tools to transform used vehicle auctions to a more
efficient electronic format. Gimmeabid.com provides an electronic platform or
venue where auto dealers can trade as buyers or sellers within an auction
format. This web site will allow dealers to save money and a significant amount
of time compared to attending a traditional auction and the related expenses of
travel and shipping the vehicles both to and from the auction. Sellers will be
able to reach a national market for their vehicle as opposed to a market that
has always been limited to a regional basis. Dealers will not be charged for
accessing the site, bidding, or buyer. The only charge that a dealer will incur
is if we successfully match a selling dealer with a buyer. This makes
Gimmeabid.com purely performance based.
To gain access to the Gimmeabid.com site or DealersAutoAuction.com, a
dealer must complete a registration form on-line. Once we are able to confirm
the validity of their dealership, a dealer will receive an e-mail informing them
that they have been authorized to access the site using their chosen user name
and password.
Dealers will be able to list a vehicle for auction, choose a minimum
selling price, up-load up to five digital images, along with acceptable forms of
payment, and have dealers from anywhere within the U.S. competitively bid for
their vehicle. Dealers will also be able to choose their auction type.
Currently, GimmeaBid.com offers three types of auctions:
32
<PAGE>
o A Reserve Auction where the dealer chooses a minimum price that
they will accept for their vehicle along with the duration (length)
of the auction, which can last from one day to two weeks. The
dealer can also establish the opening bid even if it is below his
reserve price; he is only committed to selling at or above his
reserve price.
o A Quik Win Auction where a dealer chooses a final selling price
that he is willing to accept for his vehicle, called the target
price. The target price remains unknown to all bidders. After
listing the vehicle, the first bidder to reach this target price
wins, ending the auction.
o A Traditional or English Auction where a dealer does not choose a
minimum selling price but only the duration of the auction. In this
type of auction, the highest bidder wins regardless of the final
price.
In all instances, GimmeaBid.com only matches buyers with sellers. We do
not take possession of the vehicles nor the titles or payment. Once an auction
is closed, the seller and buyer are e-mailed the others contact information. All
shipping and payment arrangements are worked out between the dealers.
Dealers will be kept informed of the progress of the auctions in which
they participate either as sellers or bidders by a series of e-mails. A dealer
has the option of choosing to receive an e-mail each time he is outbid or as a
seller, he can choose to receive an e-mail each time a bid is placed on his
vehicle and when the reserve is met. All dealers who participate in any given
auction will be notified by e-mail of the close and final selling price of the
vehicle. Further, our system allows dealers to interact with each other.
The greatest obstacle in buying and selling vehicles through an
Internet platform is adequately addressing the condition of the vehicle. We have
gone to great lengths to help dealers address this common concern. One method we
have chosen is to follow the same traditional light rating system that dealers
have utilized at traditional brick and mortar auctions for decades. Dealers are
accustomed to this standard and how it relates or represents a vehicles
condition. This light rating system can be summarized as follows:
o Green Light - the seller represents that the vehicle is in "good
condition" and will allow a "test" drive when picked up or
delivered giving buyers an opportunity to evaluate the vehicle
before accepting it. A vehicle listed under a Green Light rating
can not have any defects in engine, rear, or transmission and no
single mechanical defect which exceeds $400 to repair.
o Yellow Light - the seller represents the care to be basically sound
but with an announced defect. Sellers are required to disclose any
and all mechanical or cosmetic defects or damage. Items not
disclosed by the seller will release any buyer from the binding
nature of the bid.
o Red Light - vehicles listed with this rating are sold on an "AS IS"
basis without any warranty or representation to the soundness of
the vehicle. These vehicles cannot be rejected by a buyer for any
mechanical or cosmetic defects that have been disclosed.
33
<PAGE>
GimmeaBid.com went further in addressing vehicle condition by requiring
dealers to complete a lengthy and thorough disclosure form that addresses a
vehicles conditions: mechanically, cosmetically, and aesthetics such as odors.
In the event that a dealer is interested in bidding on a vehicle but is
still uncertain, he will always have the option of reaching the seller by e-mail
and asking questions about the vehicle.
In addition, we wanted to make a dealers reputation as valuable on the
Internet as it is in real world transaction, so Gimmeabid.com has also devised a
feedback system where dealers can actually rate their experience with another
dealer. At any time, prospective bidders will be able to check the feedback
system and view other dealers comments and ratings about their transactions with
a particular dealer. In the event that a dealer exhibits a pattern of
misrepresentation or if a bidder exhibits a pattern of not completing
transactions, they will be permanently blocked from the Gimmeabid.com web site.
Market
According to ADT Automotive's 2000 Used Car Market Report, the used
auto industry reached $361 Billion in sales in 1999. This equates to
approximately 40,890,000 vehicles at an average selling price of $8,828 per
vehicle. 1999 represented the second best year ever for used auto sales with
projections reaching 43,002,000 units by 2004. Gimmeabid.com will market to the
auto dealership community that is comprised of approximately 82,000 dealerships
according to ADT Automotives Used Car Market Report. Our assumptions are based
on successfully capturing 1% or 882 active dealerships.
Competition
While we believe that we will be the first to market with this concept,
we also feel certain competition will arise given the ongoing expansion of
Internet applications. To date, the vehicle auction market has been dominated by
two major companies; Manheim and ADT. These two competitors are in the process
of completing a merger which, if allowed, will give them approximately a 60%
market share of the traditional auto auctions. We are certain that if this
method of trading is accepted by auto dealers proving it to be a viable method,
the major traditional competitors will develop and launch their own individual
applications.
Patents and Trademarks
Gimmeabid.com does not, at the present time, own any patents but has
applied to trademark "GimmeaBid.com".
34
<PAGE>
Government Regulations
Presently, there is not a body of law governing Internet auctions but
historically states have required wholesale auto auctions to obtain a license in
the state in which they were doing business. The Internet poses a unique problem
not only in determining jurisdiction but also in applying current laws.
Typically, most states require a license applicant to:
o Provide a surety bond in the amount of $20,000
o Submit an application fee that can run from $125 to $500;
o Submit to a background check on all officers, directors, and
shareholders owning 10% or more of the company;
o Submit photographs of the physical location, facility, and signage;
o Some require the signage to be visible from at least 300 ft..
To date there has been no state legislation requiring Internet based
auto auctions or retailers to be licensed. There also have not been any
enforcement actions or cease orders. Further, no state has attempted to apply
current laws to Internet based businesses with the exception of the State of
Texas. The State of Texas has recently attempted to require Ford Motor Company
to obtain a license for an Internet based referral system for retail auto sales.
Ford has brought legal action to challenge the Texas requirement. As of yet, the
court has not ruled in the matter. It is possible that at some point, even
though this is a wholesale platform, Gimmeabid.com may be required to obtain
licenses from one or more states in order to conduct its business operations.
Employees
GimmeaBid.com has four employees, of which, three are full time and
recieve a monthly salary. There are no stock option plans or warrants held by
any employee.
Additional Information and Annual Reports
At present, GimmeaBid.com is not considered a fully reporting company
but has voluntarily complied with many of the regulations such as holding annual
stockholder meetings and providing stockholders with an annually audited
financial report. After the filing of this registration statements, the Company
will be fully reporting and will provide our stockholders with the required
annual reports.
35
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of operations
Business plan for next 12 months
Gimmeabid.com has completed the development of its auction platform and
plans to launch the site on or around August 15, 2000. Throughout the remainder
of the year, we will adding features, functionality, and enhancements to the
services and functions already available. GimmeaBid.com anticipates that it will
begin to generate revenues in weeks following the launch of the site. For the
balance of the plan, GimmeaBid.com will operate, maintain, and market the
auction site and:
o Seek out lane sponsors (advertisers)
o Secure additional partnerships/suppliers to provide additional
products and services
o Launch marketing plan
o Hire two full time employees
o Design and print marketing materials.
Cash Requirements
Gimmeabid.com is able to maintain operations for the next 12 months but
will be facing the payment to Integrated Concepts, Inc. of $367,000 during this
period for development costs. If the Company is unable to raise additional
capital, it will be forced to come some other arrangement with ICI for payment.
Therefore, the Company will need a significant amount of additional capital to
launch an aggressive marketing campaign.
If we are successful in selling the entire offering of 1.5 million
shares, we will have sufficient resources to meet our obligations and objectives
for the next 24 months. If we are unable to raise the full amount, we will
significantly reduce our advertising and marketing budget.
Marketing
Our sole market for this service is franchised and independent
dealerships across the United States. Marketing to dealers presented
Gimmeabid.com with a unique challenge. As it applies to auto dealers,
traditional marketing methods such as mass media, do not seem to work or are not
effective when considering the expense. Therefore, we have chosen to utilize
multiple strategies for reaching our target market more directly. The majority
of the funds from this offering, depending on the amount of the offering sold,
will be utilized for this very purpose which includes a very aggressive
advertising campaign in auto industry publications, regional seminars, direct
mail, participation in industry trade shows, and promotions. This is in addition
to our own sales staff making in person sales calls to key accounts and
presentations at dealer association meetings. An in house member of the sales
staff will support each sales member.
In addition to regular marketing, we will be seeking out "Lane
Sponsors" which is another term for advertisers. We will look for companies with
interests in doing business with an automobile vertical market. For example,
tool suppliers, finance companies, transport companies, and even software
companies that have developed programs to help dealers operate and manage their
dealership. We feel that this could be an additional source of revenue for
Gimmeabid.com but are not relying on it for our success or to attain
profitability. In the coming months, we will also be seeking out strategic
partnerships with other companies to enhance the number of both products and
services offered by Gimmeabid.com. One of the reasons we have chosen to seek out
36
<PAGE>
these partnerships is to reduce our initial investment and reduce our operating
costs. For example, we do not wish to own or operate a warehouse or invest in
inventory, therefore, we are seeking out a parts supplier that we can seamlessly
integrate with Gimmeabid.com to provide parts and accessories to our dealers
without the added burden of inventory or a warehouse.
Research & Development
All development is being and will be completed by ICI. GimmeaBid.com
has completed the development of its initial auto auction and will officially
launch the site on or around August 15, 2000. We currently have other projects
in development which include an additional auction, a catalog, a sales &
marketing database, and other interactive features and functionality.
Purchase of Equipment
GimmeaBid.com intends to purchase $50,000 of additional computer
hardware and peripherals in both 2000 and 2001 for a total of approximately
$100,000.
Employees
GimmeaBid.com intends to hire two additional staff members on a full
time basis and, provided this offering is successful, we will hire five
additional sales persons and three in house support persons to meet and manage
our marketing needs. In the event that we are not successful in this offering,
we will attempt to meet our marketing needs through contractual arrangements
with various Companies with which we have some marketing synergies. The
disadvantage is the lack of control and accountablility of the sales staff and
schedule.
Description of Property
Gimmeabid.com currently offices in the World Trade Center in Dallas,
Texas and leases approximately 600 square feet with an additional 300 foot
office within the same building. Gimmeabid.com currently pays $ 550 for the 600
square foot office plus $248 per month for the 300 square foot office. We
currently lease our office spaces on a month-to-month basis. Previously, our
sole office was leased for one year, which has since expired, and the present
landlord has not required us to commit to a longer term.
While we are currently seeking quotes for insurance, at the present
time, the contents of the executive office is not insured. In the event of a
loss, we do not feel that it would materially impact or disrupt the operations
of Gimmeabid.com. We further feel that another location would not be difficult
to secure along with additional office equipment. We are not materially
37
<PAGE>
concerned with this issue because our servers, routers, programming, etc. are
located at the headquarters of Integrated Concepts, Inc. who has completed a
disaster recovery plan for us and also provides a series off-site backup
servers.
Realized Loss
GimmeaBid.com realized a loss per share of ($0.19) in 1999 and a loss
of ($0.05) per share for the second quarter of 2000. Stockholder's Equity
increased from ($102,689) in 1999 to $1,217,531 in the second quarter of 2000.
Total assets reached $1,327,507 in the second quarter of 2000, from $7,845 at
the end of 1999. Financial projections for the last six months are included in
this prospectus. An investor should observe the cautions with respect to
forward-looking statements when reviewing the financial projections.
Certain Relationships and Related Transactions
Gimmeabid.com entered into a unique marketing agreement with Mr. John
Crowell who, as a condition of the agreement, accepted the responsibility of
marketing in eight (8) western states. As a condition of this agreement, there
is a trial period of ninety days. During this ninety-day trial period,
Gimmeabid.com has agreed to reimburse Mr. Crowell for out-of-pocket expenses up
to a maximum of $2,000.00 per month. Gimmeabid.com also issued Mr. Crowell
10,000 common shares for consideration. At the end of the ninety-day period, if
Gimmeabid.com chooses to continue its marketing arrangement with Mr. Crowell, he
will be given an option on 400,000 common shares at a price of $5.00 per share.
Mr. Crowell will be prohibited from selling any of these shares until
GimmeaBid.com has completed the sale of 100% of this offering of shares.
38
<PAGE>
Market for Common Equity and Related Stockholder Matters
Prior to this offering, there has been no public market for the Common
Stock of the Company. At the present time neither any National Securities
Exchange nor the NASDAQ stock market lists the securities offered.
There is no public trading market for the common stock of
GimmeaBid.com. There are outstanding 7,612,520 shares as of June 30, 2000.
Gimmeabid.com is currently offering 1,500,000 common shares through this
offering. We have also agreed to register an additional 1,200,000 for selling
shareholders. The remaining shareholders will also be able to sell their shares
having met the holding requirements of Rule 144. GimmeaBid.com has issued
options to purchase 400,000 shares of common stock at the purchase price of
$5.00 per share.
Since its inception, no dividends have been paid on Gimmeabid.com's
common stock. We intend to retain any earnings for use in the business
activities, so it is not expected that any dividends on the common stock will be
declared and paid in the foreseeable future.
At June 30, 2000, there were approximately 456 shareholders of record
holding the Company's common stock.
39
<PAGE>
Executive Compensation
The following table sets forth information concerning the aggregate
compensation paid or to be paid by Gimmeabid.com to its Chief Executive Officer
and each of the other executive officers for services rendered in all capacities
to GimmeaBid.com for the fiscal years ended December 31, 1999 and 2000.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------------------------------------ ---------------------------------------------------
Awards Payouts
All
Other
--------------------------- -------- Comp.
Year Salary Bonus Other Restricted Securities LTIP
Name and Principal ($) Annual Stock Award Underlying Payout
Position Comp. Options/
SARs
------------------------- -------- ---------- ------- ------------ --------------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Michael Wood 2000 60,000 -0- -0- -0- -0- -0- -0-
CEO 1999 24,000
Charles Wood 2000 -0- -0- -0- -0- -0- -0- -0-
Vice-President 1999 -0-
Ann Wood 2000 60,000 -0- -0- -0- -0- -0- -0-
Secretary 1999 22,000
Maegan Anders 2000 30,000 -0- -0- -0- -0- -0- -0-
CFO 1999 -0-
</TABLE>
Stock Options
Gimmeabid.com has not granted any stock options or stock appreciation
rights during our prior fiscal year or the current year to any executive
officers. On April 10, 2000, Gimmeabid.com did enter into an agreement in which
it may grant an option on 400,000 common shares at $5.00 per share to Mr. John
Crowell. This option was subject to the pure discretion over whether to allow
this option to be executed provided these conditions are not satisfactorily met.
Benefit Plans
Gimmeabid.com recently adopted a 401k plan for its employees and
officers but does not provide any matching contributions. Additionally,
Gimmeabid.com recently added a group health plan for its employees in which in
pays the monthly premiums for the employee only. Family members of the employee
can be added to the plan but at their own expense. Gimmeabid.com felt that it
was important to offer these minimal benefits in order to help attract and
retain talented employees.
40
<PAGE>
Changes In and Disagreements With Accountants
On Accounting And Financial Disclosures
There have been no changes in or disagreements with Gimmeabid.com's
accountants since the inception of Gimmeabid.com required to be disclosed
pursuant to Item 304 of Regulation SB.
Legal Matters
The validity of the issuance of shares of Gimmeabid.com's common stock
being offered has been passed upon by Fabian & Clendenin, located in Salt Lake
City, Utah.
Experts
The audited financial statements of GimmeaBid.com at December 31, 1999,
and 1998, and for the years then ended, and for the period from incorporation to
December 31, 1999, and the reviewed but unaudited interim financial statements
through June 30, 2000, appearing in this prospectus and registration statement
have been audited and reviewed respectively by FJ & Associates, LLC formerly
Jones Jensen & Company, and are included in reliance upon such reports given
upon the authority of Jones, Jensen and Co. as experts in accounting and
auditing.
Where You Can Find Additional Information
A registration statement on Form SB-2, including amendments thereto,
relating to the shares offered hereby has been filed with the Securities and
Exchange Commission. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules thereto.
Statements contained in the prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference. For further information with respect to
GimmeaBid.com and the shares offered hereby, reference is made to such
registration statement, exhibits and schedules. A copy of the registration
statement may be inspected by anyone without charge at the Commission's
principal office location at 450 Fifth Street, N.W., Washington, D.C. 20549, the
Northeast Regional Office location at 7 World Trade Center, 13th. Floor, New
York, New York, 10048, and the Midwest Regional Office location at Northwest
Atrium Center, 500 Madison Street, Chicago, Illinois 60661-2511 and copies of
all or any part thereof may be obtained from the Public Reference Branch of the
Commission upon the payment of certain fees prescribed by the Commission. You
may also obtain information on the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Commission also maintains a site on the world wide web at
http://www.sec.gov that contains information regarding registrants that file
electronically with the Commission.
41
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999
42
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 118,537 $ 545
Prepaid expenses 4,171 2,881
------------------ -----------------
Total Current Assets 122,708 3,426
------------------ -----------------
PROPERTY AND EQUIPMENT, NET (Note 2) 1,204,799 4,419
------------------ -----------------
TOTAL ASSETS $ 1,327,507 $ 7,845
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 44,989 $ 47,070
Accrued expenses 64,987 63,464
------------------ -----------------
Total Current Liabilities 109,976 110,534
------------------ -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value: 10,000,000 shares
authorized, 7,612,520 and 7,269,915 shares issued
and outstanding, respectively 7,613 7,270
Capital in excess of par value 5,601,055 3,888,372
Prepaid expenses (50,000) -
Deficit accumulated prior to January 1, 1993 (716,629) (716,629)
Deficit accumulated during the development stage
(from January 1, 1993) (3,624,508) (3,281,702)
------------------ -----------------
Total Stockholders' Equity (Deficit) 1,217,531 (102,689)
------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,327,507 $ 7,845
================== =================
</TABLE>
43
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception of
Development
For the For the Stage on
Three Months Ended Six Months Ended January 1,
June 30, June 30, 1993 Through
-------------------- ---------------------- June 30,
2000 1999 2000 1999 2000
---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
EXPENSES
General and administrative 155,315 18,125 340,652 1,385,843 1,836,895
Depreciation 183 - 366 - 801
-------------- --------------- --------------- ---------------- ---------------
Total Expenses 155,498 18,125 341,018 1,385,843 1,837,696
-------------- --------------- --------------- ---------------- ---------------
LOSS FROM CONTINUING
OPERATIONS (155,498) (18,125) (341,018) (1,385,843) (1,837,696)
-------------- --------------- --------------- ---------------- ---------------
LOSS ON DISCONTINUED
OPERATIONS - - - - (1,774,612)
-------------- --------------- --------------- ---------------- ---------------
OTHER INCOME (EXPENSE)
Interest expense (22) - (2,552) (2,600) (12,964)
Interest income 651 4 764 4 764
-------------- --------------- --------------- ---------------- ---------------
Total Other Income (Expense) 629 4 (1,788) (2,596) (12,200)
-------------- --------------- --------------- ---------------- ---------------
NET LOSS $ (154,869) $ (18,121) $ (342,806) $ (1,388,439) $ (3,624,508)
============== =============== =============== ================ ===============
BASIC LOSS PER COMMON SHARE $ (0.02) $ (0.00) $ (0.05) $ (0.19)
============== =============== =============== ================
</TABLE>
44
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
------------------------- Excess of Development
Shares Amount Par Value Stage
------ ------ ----------- ------------
<S> <C> <C> <C> <C>
Balance at inception of
development stage on
January 1, 1993 722,167 $ 722 $ 2,251,680 $ (716,629)
Common stock issued for
services at $0.58 per share 253,868 254 146,990 -
Net loss for the year ended
December 31, 1993 - - - (1,740,571)
--------------- ----------------- ------------------ -----------------
Balance, December 31, 1993 976,035 976 2,398,670 (2,457,200)
Net loss for the year ended
December 31, 1994 - - - (1,289)
--------------- ----------------- ------------------ -----------------
Balance, December 31, 1994 976,035 976 2,398,670 (2,458,489)
Net loss for the year ended
December 31, 1995 - - - (6,594)
--------------- ----------------- ------------------ -----------------
Balance, December 31, 1995 976,035 976 2,398,670 (2,465,083)
Net loss for the year ended
December 31, 1996 - - - (7,381)
--------------- ----------------- ------------------ -----------------
Balance, December 31, 1996 976,035 976 2,398,670 (2,472,464)
Net loss for the year ended
December 31, 1997 - - - (9,373)
--------------- ----------------- ------------------ -----------------
Balance, December 31, 1997 976,035 976 2,398,670 (2,481,837)
Net loss for the year ended
December 31, 1998 - - - (9,404)
--------------- ----------------- ------------------ -----------------
Balance, December 31, 1998 976,035 $ 976 $ 2,398,670 $ (2,491,241)
--------------- ----------------- ------------------ -----------------
</TABLE>
45
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Statements of Stockholders Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
------------------------- Excess of Development
Shares Amount Par Value Stage
------ ------ ----------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 976,035 $ 976 $ 2,398,670 $ (2,491,241)
Common stock issued for
services at $0.22 per share,
January 2, 1999 6,173,400 6,173 1,335,923 -
Common stock issued for
cash at $0.21 per share,
January 2, 1999 72,000 72 14,928 -
Common stock issued for
cash at $0.25 per share,
January 2, 1999 20,000 20 4,980 -
Common stock issued for
debt at $0.50 per share,
January 8, 1999 and
October 27, 1999 2,467 3 1,230 -
Common stock issued for
services at $0.50 per share,
October 27, 1999 533 1 266 -
Common stock issued for
fixed assets at $5.00 per share,
March 18, 1999 290 - 1,450 -
Common stock issued for
prepaid expenses at $5.00
per share, March 10, 1999 1,000 1 4,999 -
Common stock issued for
services at $5.00 per share,
from March to October 1999
(5 issuances) 7,790 8 38,942 -
Common stock issued for
cash at $5.00 per share,
From April to October 1999
(13 issuances) 16,400 16 81,984 -
Capital contribution of services - - 5,000 -
Net loss for the year ended
December 31, 1999 (1,507,090)
--------------- ----------------- ------------------ -----------------
Balance, December 31, 1999 7,269,915 $ 7,270 $ 3,888,372 $ (3,998,331)
--------------- ----------------- ------------------ -----------------
</TABLE>
46
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Statements of Stockholders Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
------------------------- Excess of Development
Shares Amount Par Value Stage
------ ------ ----------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 7,269,915 $ 7,270 $ 3,888,372 $ (3,998,331)
Common stock issued for
cash at $5.00 per share,
from January 1, 2000 to
March 31, 2000 (unaudited) 55,500 55 277,445 -
Common stock issued for
services at $5.00 per share,
January 12, 2000 and
March 19, 2000 (unaudited) 27,700 28 138,472 -
Common stock issued for
fixed assets at $5.00 per
share, January 12, 2000
(unaudited) 100 - 500 -
Common stock issued for
software at $5.00 per share,
January 15, 2000 and
March 19, 2000 (unaudited) 209,000 209 1,044,791 -
Common stock issued for
prepaid expenses at $5.00
per share, March 19, 2000
(unaudited) 2,000 2 9,998 -
Common stock issued for cash
at $5.00 per share from April 1,
2000 to June 30, 2000
(unaudited) 27,560 28 137,773 -
Common stock issued for
services at $5.00 per share
from April 1, 2000 to June 30,
2000 (unaudited) 10,745 11 53,714 -
Common stock issued for
prepaid expenses at $5.00
per share from April 1, 2000
to June 30, 2000 (unaudited) 10,000 10 49,990 -
Net loss for the six months
ended June 30, 2000
(unaudited) - - - (342,806)
--------------- ----------------- ------------------ -----------------
Balance, June 30, 2000
(unaudited) 7,612,520 $ 7,613 $ 5,601,055 $ (4,341,137)
=============== ================= ================== =================
</TABLE>
47
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception of
Development
For the For the Stage on
Three Months Ended Six Months Ended January 1,
June 30, June 30, 1993 Through
-------------------- ---------------------- June 30,
2000 1999 2000 1999 2000
---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (154,869) $ (18,121) $ (342,806) $ (1,388,439) $ (3,624,508)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Common stock issued for services 53,725 10,000 192,225 1,347,947 1,725,782
Loss on disposition of assets - - - - 1,535,773
Depreciation expense 183 - 366 - 801
Changes in operating assets and liabilities:
(Increase) in advances to related parties - (9,580) - (13,880) -
Decrease in prepaid expense 8,710 469 8,710 469 10,829
Increase in cash overdraft - - - 5,000 -
Increase (decrease) in accounts
payable and accrued expenses 1,407 - (558) 3,801 111,209
------------- --------------- -------------- --------------- -------------
Net Cash Used by Operating Activities (90,844) (17,232) (142,063) (45,102) (240,114)
------------- --------------- -------------- --------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of fixed assets (5,416) (942) (5,416) (2,392) (8,820)
Purchase of software (49,830) - (149,830) - (149,830)
------------- --------------- -------------- --------------- -------------
Net Cash Used by Investing Activities (55,246) (942) (155,246) (2,392) (158,650)
------------- --------------- -------------- --------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Common stock issued for cash 137,801 17,500 415,301 47,506 517,301
------------- --------------- -------------- --------------- -------------
Net Cash Provided by Financing
Activities 137,801 17,500 415,301 47,506 517,301
------------- --------------- -------------- --------------- -------------
INCREASE IN CASH AND CASH
EQUIVALENTS (8,289) (674) 117,992 6 118,537
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 126,826 680 545 - -
------------- --------------- -------------- --------------- -------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 118,537 $ 6 $ 118,537 $ 6 $ 118,537
============= =============== ============== =============== =============
</TABLE>
48
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
From
Inception of
Development
For the For the Stage on
Three Months Ended Six Months Ended January 1,
June 30, June 30, 1993 Through
-------------------- ---------------------- June 30,
2000 1999 2000 1999 2000
---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
Cash Paid For:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
Non-Cash Financing Activities:
Issuance of common stock for services $ 53,725 $ 10,000 $ 192,225 $ 1,357,947 $ 1,725,782
Issuance of common stock for debt $ - $ - $ - $ 969 $ 1,233
Issuance of common stock for prepaid
expenses $ 50,000 $ - $ 60,000 $ 5,000 $ 65,000
Issuance of common stock for fixed assets $ - $ - $ 500 $ 1,450 $ 1,950
Issuance of common stock for software $ - $ - $ 1,045,000 $ - $ 1,045,000
</TABLE>
49
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Life Systems International, Inc. (the Company) was incorporated on
May 15, 1986 under the laws of the State of Delaware. On July 17,
1990, the Company changed its name to Mesquite Country, Inc. On
June 16, 1999, the Company changed its name to Gimmeabid.com, Inc.
The Company is considered a development stage enterprise whose
principal business activity will be to provide e-commerce services
to commercial enterprises, initially automobile dealers and parts
distributors.
The Company has not engaged in any business operations since 1992
and it was reclassified as a development stage company as of
January 1, 1993. The Company presently has only minimal assets.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
c. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
d. Property and Equipment
Property and equipment are recorded at cost. Major additions and
improvements are capitalized. The cost and related accumulated
depreciation of equipment retired or sold are removed from the
accounts and any differences between the undepreciated amount and
the proceeds from the sale are recorded as a gain or loss on sale
of equipment. Depreciation is computed using the straight-line
method over the estimated useful lives as follows:
Useful
Description Lives
----------- ------
Office equipment 5 to 7 years
Office furniture 7 years
The Company has contracted with various third parties to acquire
software developed by those parties to be used in the normal
course of its operations (See Note 3). When installed and
operational, this software will be amortized over a 5 year
period.
50
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Income Taxes
No provision for income taxes has been accrued because the Company
has incurred losses from inception. The Company has elected a
December 31 year end and has a net operating loss carryover of
approximately $2,400,000 for tax purposes, which expires in 2020.
f. Basic Loss per Share
During the Company's fiscal year ended 1998, the Company
implemented Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share." SFAS No. 128 provides for the
calculation of "Basic" and "Diluted" earnings per share. Basic
earnings per share includes no dilution and is computed by
dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of an entity that were
outstanding for the period, similar to fully diluted earnings per
share.
The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding during the
period of the financial statements.
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ----------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator - loss $ (154,869) $ (18,121) $ (342,806) $ (1,388,439)
Denominator - weighted
average number of
shares outstanding 7,601,018 7,248,690 7,542,801 7,176,657
---------------- --------------- --------------- ----------------
Loss per share $ (0.02) $ (0.00) $ (0.05) $ (0.19)
================ =============== =============== ================
</TABLE>
g. Reverse Stock Split
In 1993, the Company reverse split its shares of common stock on a
1-for-20 basis. All references to shares outstanding and losses
per share have been adjusted to reflect the effect of the reverse
split on a retroactive basis.
51
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (Continued)
h. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
i. Revenue Recognition
As the Company is in the development stage and has no sources of
revenue, such policies have not been established. The Company will
develop policies for revenue recognition when normal operations
and sales commence.
j. Long Lived Assets
All long lived assets are evaluated yearly for impairment per SFAS
121. Any impairment in value is recognized as an expense in the
period when the impairment occurs.
k. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for
a fair presentation. Such adjustments are of a normal recurring
nature.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ------------
(Unaudited)
<S> <C> <C>
Office Equipment $ 3,604 $ 3,604
Office Furniture 6,666 1,250
Leasehold improvements 500 -
Software 1,194,830 -
------------------ ------------------
1,205,600 4,854
Accumulated depreciation (801) (435)
------------------ ------------------
Net Property and Equipment $ 1,204,799 $ 4,419
================== ==================
</TABLE>
Depreciation expense for the six months ended June 30, 2000 and
1999 was $366 and $-0-, respectively.
52
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company leases certain office equipment used in its operations
under a non-cancellable operating lease. The lease term expires in
June 2003. The monthly rental payment for the lease is $67.
The Company leases office space located in Dallas, Texas under a
non-cancellable operating lease. The lease term expires in July
2000. The monthly rental payment for the lease is $248.
Minimum future lease payments on the leases as of June 30, 2000
are as follows:
Year Ended
December 31, Amount
------------ ------
2000 $ 650
2001 801
2002 801
2003 400
2004 and thereafter -
----------
Total $ 2,652
==========
On January 15, 2000, the Company entered into an agreement with
Integrated Concepts, Inc. to develop a custom e-commerce internet
application for the Company for $1.5 million. The Company agreed
to pay $1.0 million in common stock at a price of $5.00 per share
totaling 200,000 shares. The remaining $500,000 is to be paid over
the development of the project. In accordance with the terms of
the agreement, the Company paid $100,000 to Integrated Concepts,
Inc. upon their acceptance of the contract.
On April 10, 2000, the Company entered into an agreement with an
individual to market the Company's e-commerce websites to dealers
and transporters of motor vehicles, water craft, aircraft,
agricultural equipment, recreational vehicles and heavy equipment
in the western United States.
The term of the agreement is 5 years, but may be terminated by the
Company due to non-performance by the individual. In addition to a
pre-determined commission schedule and in accordance with the
terms of the agreement, the individual has 90 days from the
effective date of the agreement to make "substantial performance
"in signing up dealers. Should the individual make such
performance, the Company will provide to the individual 10,000
shares of the Company's common stock, options to purchase 400,000
shares of the Company's common stock at $5.00 per share for a
period of three years from the date the Company provides the
individual the initial 10,000 common shares, and make the
individual a member of the board of directors.
On April 20, 2000, the Company issued the individual 10,000 shares
of the Company's common stock.
53
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 4 - COMMON STOCK
In January 1999, the Company issued 6,173,400 shares of its common
stock to officers and other individuals for services rendered to
the Company, valued at $1,342,097 at a price of $0.22 per share.
In January 1999, the Company sold 72,000 shares of its common
stock for cash proceeds of $15,000 at a price of $0.25 per share.
In January 1999, the Company sold 20,000 shares of its common
stock for cash proceeds of $5,000 at a price of $0.25 per share.
In January 1999, the Company issued 3,000 shares of its common
stock in settlement of debt of $1,233 and for services rendered to
the Company valued at $267 at a price of $0.50 per share.
In March 1999, the Company issued 290 shares of its common stock
at $1,450 at a price of $5.00 per share and a payable in the
amount of $1,450 for equipment valued at $2,900.
In March 1999, the Company issued 1,000 shares of its common stock
at $5,000 at a price of $5.00 per share for services to be
rendered to the Company in future periods.
From March 1999 to October 1999, the Company issued 7,790 shares
of its common stock for services rendered to the Company valued at
$38,950 at a price of $5.00 per share.
From April 1999 to October 1999, the Company sold 16,400 shares of
its common stock for cash proceeds of $82,000 at a price of $5.00
per share.
On January 15, 2000, the Company issued 200,000 shares of its
common stock and made the initial payment of $100,000 to
Integrated Concepts, Inc. upon that company's acceptance of the
contract (see Note 3).
From January 1 to March 31, 2000, the Company issued 38,800 shares
of its common stock for services rendered to the Company, prepaid
expenses, fixed assets and software development costs valued at
$194,000 at a price of $5.00 per share.
From January 1 to March 31, 2000, the Company sold 55,500 shares
of its common stock for cash proceeds of $277,500 at a price of
$5.00 per share.
From April 1 to June 30, 2000, the Company sold 27,560 shares of
its common stock for cash proceeds of $137,801 at a price of $5.00
per share.
From April 1 to June 30, 2000, the Company issued 20,745 shares of
its common stock for services rendered to the Company and prepaid
expenses valued at $103,725 at a price of $5.00 per share.
54
<PAGE>
GIMMEABID.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and December 31, 1999
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has been
in the development stage since January 1, 1993 and does not have a
significant operating history. In order to carry out its operating
plans, the Company will need to obtain additional funding from
outside sources. The Company is pursuing new business
opportunities through merger or purchase of existing, operating
companies. Due to the extremely limited assets and resources of
the Company, no assurance can be given that the Company will be
successful in its pursuit of new business opportunities.
NOTE 6 - DISCONTINUED OPERATIONS
In 1992, the Company discontinued its operations and, in 1993,
sold all of its operating assets. The operating results for the
periods from 1993 through 1998 have been reclassified and reported
as discontinued operations.
55
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999
56
<PAGE>
C O N T E N T S
Independent Auditors' Report................................................ 58
Balance Sheet............................................................... 59
Statements of Operations.................................................... 60
Statements of Stockholders' Equity (Deficit)................................ 61
Statements of Cash Flows.................................................... 63
Notes to the Financial Statements.......................................... 65
57
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors
Gimmeabid.com, Inc.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Dallas, Texas
We have audited the accompanying balance sheet of Gimmeabid.com, Inc. (formerly
Mesquite Country, Inc.) (a development stage company) as of December 31, 1999
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the years ended December 31, 1999 and 1998 and from inception of
the development stage on January 1, 1993 through December 31, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, in the financial position of Gimmeabid.com, Inc.
(formerly Mesquite Country, Inc.) (a development stage company) as of December
31, 1999 and the results of its operations and its cash flows for the years
ended December 31, 1999 and 1998 and from inception of the development stage on
January 1, 1993 through December 31, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
April 27, 2000
58
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
December 31,
1999
-----------------
<S> <C>
CURRENT ASSETS
Cash and cash equivalents $ 545
Prepaid expenses 2,881
-----------------
Total Current Assets 3,426
PROPERTY AND EQUIPMENT, NET (Notes 1 and 2) 4,419
-----------------
TOTAL ASSETS $ 7,845
=================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 47,070
Accrued expenses 63,464
-----------------
Total Current Liabilities 110,534
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value: 10,000,000 shares
authorized, 7,269,915 shares issued and outstanding 7,270
Capital in excess of par value 3,888,372
Deficit accumulated prior to January 1, 1993 (716,629)
Deficit accumulated during the development stage (from January 1, 1993) (3,281,702)
-----------------
Total Stockholders' Equity (Deficit) (102,689)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 7,845
=================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
59
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
Inception of
Development
Stage on
January 1,
For the Years Ended 1993 Through
December 31, December 31,
1999 1998 1999
----------- ----------- -------------
<S> <C> <C> <C>
REVENUE $ - $ - $ -
EXPENSES - - -
General and administrative 1,496,243 - 1,496,243
Depreciation 435 - 435
----------- ------------ -------------
Total Expenses 1,496,678 - 1,496,678
----------- ------------ -------------
Loss from continuing operations before
loss on discontinued operations (1,496,678) - (1,496,678)
----------- ------------ -------------
LOSS ON DISCONTINUED OPERATIONS - (9,404) (1,774,612)
----------- ------------ -------------
OTHER EXPENSE
Interest Expense (10,412) - (10,412)
----------- ------------ -------------
Total Other Expense (10,412) - (10,412)
----------- ------------ -------------
NET LOSS $(1,507,090) $ (9,404) $ (3,281,702)
=========== ============ =============
BASIC LOSS PER COMMON SHARE $ (0.21) $ (0.00)
=========== ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 7,235,438 976,035
=========== ============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
60
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
--------------------------------- Excess of Development
Shares Amount Par Value Stage
--------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C>
Balance at inception of
development stage on
January 1, 1993 722,167 $ 722 $ 2,251,680 $ (716,629)
Common stock issued for
services at $0.58 per share 253,868 254 146,990 -
Net loss for the year ended
December 31, 1993 - - - (1,740,571)
--------------- --------------- ----------------- -------------
Balance, December 31, 1993 976,035 976 2,398,670 (2,457,200)
Net loss for the year ended
December 31, 1994 - - - (1,289)
--------------- --------------- ----------------- -------------
Balance, December 31, 1994 976,035 976 2,398,670 (2,458,489)
Net loss for the year ended
December 31, 1995 - - - (6,594)
--------------- --------------- ----------------- -------------
Balance, December 31, 1995 976,035 976 2,398,670 (2,465,083)
Net loss for the year ended
December 31, 1996 - - - (7,381)
--------------- --------------- ----------------- -------------
Balance, December 31, 1996 976,035 976 2,398,670 (2,472,464)
Net loss for the year ended
December 31, 1997 - - - (9,373)
--------------- --------------- ----------------- -------------
Balance, December 31, 1997 976,035 976 2,398,670 (2,481,837)
Net loss for the year ended
December 31, 1998 - - - (9,404)
--------------- --------------- ----------------- -------------
Balance, December 31, 1998 976,035 $ 976 $ 2,398,670 $ (2,491,241)
--------------- --------------- ----------------- -------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
61
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)(Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
--------------------------------- Excess of Development
Shares Amount Par Value Stage
--------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 976,035 $ 976 $ 2,398,670 $ (2,491,241)
Common stock issued for
services at $0.22 per share 6,173,400 6,173 1,335,923 -
Common stock issued for
cash at $0.21 per share 72,000 72 14,928 -
Common stock issued for
cash at $0.25 per share 20,000 20 4,980 -
Common stock issued for
debt at $0.50 per share 2,467 3 1,230 -
Common stock issued for
services at $0.50 per share 533 1 266 -
Common stock issued for
fixed assets at $5.00 per share 290 - 1,450 -
Common stock issued for
prepaid expenses at $5.00
per share 1,000 1 4,999 -
Common stock issued for
services at $5.00 per share 7,790 8 38,942 -
Common stock issued for
cash at $5.00 per share 16,400 16 81,984 -
Capital contribution of services - - 5,000 -
Net loss for the year ended
December 31, 1999 (1,507,090)
--------------- --------------- ----------------- -------------
Balance, December 31, 1999 7,269,915 $ 7,270 $ 3,888,372 $ (3,998,331)
=============== =============== ================= =============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
62
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception of
Development
Stage on
For the Years Ended January 1,
December 31, 1993 Through
--------------------------------------- December 31,
1999 1998 1999
------------------ ------------------ ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (1,507,090) $ (9,404) $ (3,281,702)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Common stock issued for services 1,386,313 - 1,533,557
Loss on disposition of assets - - 1,535,773
Depreciation expense 435 - 435
Changes in operating assets and liabilities:
Decrease in prepaid expense 2,119 - 2,119
Increase in accounts payable and
accrued expenses 20,172 9,404 111,767
------------------ ------------------ ----------------
Net Cash Used by Operating Activities (98,051) - (98,051)
------------------ ------------------ ----------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of fixed assets (3,404) - (3,404)
------------------ ------------------ ----------------
Net Cash Used by Investing Activities (3,404) - (3,404 )
------------------ ------------------ ----------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Common stock issued for cash 102,000 - 102,000
------------------ ------------------ ----------------
Net Cash Provided by Financing Activities 102,000 - 102,000
------------------ ------------------ ----------------
INCREASE IN CASH AND CASH
EQUIVALENTS 545 - 545
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD - - -
------------------ ------------------ ----------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 545 $ - $ 545
================== ================== ================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
63
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
From
Inception of
Development
Stage on
For the Years Ended January 1,
December 31, 1993 Through
--------------------------------------- December 31,
1999 1998 1999
------------------ ------------------ ----------------
<S> <C> <C> <C>
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Non-Cash Financing Activities:
Issuance of common stock for services $ 1,386,313 $ - $ 1,533,557
Issuance of common stock for debt $ 1,233 $ - $ 1,233
Issuance of common stock for prepaid
expenses $ 5,000 $ - $ 5,000
Issuance of common stock for fixed
assets $ 1,450 $ - $ 1,450
</TABLE>
The accompanying notes are an integral part of these
financial statements.
64
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Life Systems International, Inc. (the Company) was incorporated on
May 15, 1986 under the laws of the State of Delaware. On July 17,
1990, the Company changed its name to Mesquite Country, Inc. On
June 16, 1999, the Company changed its name to Gimmeabid.com, Inc.
The Company is considered a development stage enterprise whose
principal business activity will be to provide e-commerce services
to commercial enterprises, initially automobile dealers and parts
distributors.
The Company has not engaged in any business operations since 1992
and it was reclassified as a development stage company as of
January 1, 1993. The Company presently has only minimal assets.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
c. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
d. Property and Equipment
Property and equipment are recorded at cost. Major additions and
improvements are capitalized. The cost and related accumulated
depreciation of equipment retired or sold are removed from the
accounts and any differences between the undepreciated amount and
the proceeds from the sale are recorded as a gain or loss on sale
of equipment. Depreciation is computed using the straight-line
method over the estimated useful lives as follows:
Useful
Description Lives
----------- ------
Office equipment 5 to 7 years
Office furniture 7 years
65
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Income Taxes
No provision for income taxes has been accrued because the Company
has incurred losses from inception. The Company has elected a
December 31 year end and has a net operating loss carryover of
approximately $2,200,000 for tax purposes, which expires in 2019.
f. Basic Loss per Share
During the Company's fiscal year ended 1998, the Company
implemented Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share." SFAS No. 128 provides for the
calculation of "Basic" and "Diluted" earnings per share. Basic
earnings per share includes no dilution and is computed by
dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of an entity that were
outstanding for the period, similar to fully diluted earnings per
share.
The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding during the
period of the financial statements.
<TABLE>
<CAPTION>
For the
Year Ended
December 31,
--------------
1999
Loss Shares Per Share
(Numerator) (Denominator) Amount
------------------ ----------------- -----------------
<S> <C> <C> <C>
Loss from continuing
operations $ (1,507,090) 7,235,438 $ (0.21)
Loss from discontinued
operations - 7,235,438 0.00
------------------ ----------------- -----------------
Net loss $ (1,507,090) 7,235,438 $ (0.21)
================== ================= =================
For the
Year Ended
December 31, 1998
--------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
------------------ ----------------- -----------------
Loss from continuing
operations $ - 976,035 $ 0.00
Loss from discontinued
operations (9,404) 976,035 (0.00)
------------------ ----------------- -----------------
Net loss $ (9,404) 976,035 $ (0.00)
================== ================= =================
</TABLE>
66
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (Continued)
f. Reverse Stock Split
In 1993, the Company reverse split its shares of common stock on a
1-for-20 basis. All references to shares outstanding and losses
per share have been adjusted to reflect the effect of the reverse
split on a retroactive basis.
g. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
h. Revenue Recognition
As the Company is in the development stage and has no sources of
revenue, such policies have not been established. The Company will
develop policies for revenue recognition when normal operations
and sales commence.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
December 31,
1999
------------
Office Equipment $ 3,604
Office Furniture 1,250
-----------
4,854
Accumulated depreciation (435)
Net Property and Equipment $ 4,419
===========
Depreciation expense for the years ended December 31, 1999 and
1998 was $435 and $-0-, respectively.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company leases certain office equipment used in its operations
under a non-cancellable operating lease. The lease term expires in
June 2003. The monthly rental payment for the lease is $67.
67
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 3 - COMMITMENTS AND CONTINGENCIES (Continued)
The Company leases certain office furniture used in its operations
under non-cancellable operating leases. The lease terms expire in
March 2000 and April 2000. At the end of the lease terms, the
Company has the option to continue to lease the furniture on a
month-to-month basis. The monthly rental payment for the leases is
$382.
The Company leases office space located in Dallas, Texas under a
non-cancellable operating lease. The lease term expires in July
2000. The monthly rental payment for the lease is $248.
Minimum future lease payments on the leases as of December 31,
1999 are as follows:
Year Ended
December 31, Amount
------------ -----------
2000 $ 3,530
2001 801
2002 801
2003 400
2004 and thereafter -
-----------
Total $ 5,532
===========
On December 28, 1999, the board of directors authorized the
Company to enter into an agreement with Integrated Concepts, Inc.
to develop a custom e-commerce internet application for the
Company for $1.5 million. The board of directors authorized the
Company to pay $1.0 million in common stock at a price of $5.00
per share totaling 200,000 shares. The remaining $500,000 is to be
paid over the development of the project, with $100,000 due upon
acceptance of the contract by Integrated Concepts, Inc.
NOTE 4 - COMMON STOCK
In January 1999, the Company issued 6,173,400 shares of its common
stock to officers and other individuals for services rendered to
the Company, valued at $1,342,097 at a price of $0.22 per share.
In January 1999, the Company sold 72,000 shares of its common
stock for cash proceeds of $15,000 at a price of $0.21 per share.
In January 1999, the Company sold 20,000 shares of its common
stock for cash proceeds of $5,000 at a price of $0.25 per share.
In January 1999, the Company issued 3,000 shares of its common
stock in settlement of debt of $1,233 and for services rendered to
the Company valued at $267 at a price of $0.50 per share.
In March 1999, the Company issued 290 shares of its common stock
at $1,450 at a price of $5.00 per share and a payable in the
amount of $1,450 for equipment valued at $2,900.
68
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 4 - COMMON STOCK (Continued)
In March 1999, the Company issued 1,000 shares of its common stock
at $5,000 at a price of $5.00 per share for services to be
rendered to the Company in future periods.
From March 1999 to October 1999, the Company issued 7,790 shares
of its common stock for services rendered to the Company valued at
$38,950 at a price of $5.00 per share.
From April 1999 to October 1999, the Company sold 16,400 shares of
its common stock for cash proceeds of $82,000 at a price of $5.00
per share.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has been
in the development stage since January 1, 1993 and does not have a
significant operating history. In order to carry out its operating
plans, the Company will need to obtain additional funding from
outside sources. The Company is pursuing new business
opportunities through merger or purchase of existing, operating
companies. Due to the extremely limited assets and resources of
the Company, no assurance can be given that the Company will be
successful in its pursuit of new business opportunities.
NOTE 6 - DISCONTINUED OPERATIONS
In 1992, the Company discontinued its operations and, in 1993,
sold all of its operating assets. The operating results for the
periods from 1993 through 1998 have been reclassified and reported
as discontinued operations.
NOTE 7 - SUBSEQUENT EVENTS
On January 15, 2000, the Company issued 200,000 shares of its
common stock and made the initial payment of $100,000 to
Integrated Concepts, Inc. upon that company's acceptance of the
contract (see Note 3).
From January 1 to April 27, 2000, the Company issued 54,545 shares
of its common stock for services rendered to the Company, pre-paid
expenses, fixed assets, and software development costs valued at
$272,725 at a price of $5.00 per share.
From January 1 to April 27, 2000, the Company sold 74,560 shares
of its common stock for cash proceeds totaling $372,800 at a price
of $5.00 per share.
On April 10, 2000, the Company entered into an agreement with an
individual to market the Company's e-commerce websites to dealers
and transporters of motor vehicles, water craft, aircraft,
agricultural equipment, recreational vehicles and heavy equipment
in the western United States.
69
<PAGE>
GIMMEABID.COM, INC.
(Formerly Mesquite Country, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 7 - SUBSEQUENT EVENTS (Continued)
The term of the agreement is 5 years, but may be terminated by the
Company due to non-performance by the individual. In addition to a
pre-determined commission schedule and in accordance with the
terms of the agreement, the individual has 90 days from the
effective date of the agreement to make "substantial performance
"in signing up dealers. Should the individual make such
performance, the Company will provide to the individual 10,000
shares of the Company's common stock, options to purchase 400,000
shares of the Company's common stock at $5.00 per share for a
period of three years from the date the Company provides the
individual the initial 10,000 common shares, and make the
individual a member of the board of directors.
70
<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the Offering. If given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any of the Underwriters. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, the Common Stock in any jurisdiction
where, or to any person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof.
Table of Contents
Page
Prospectus Summary 3
Risk Factors 4
Financial Projections 7
Use of Proceeds 12
Dilution 17
Selling Stockholders 18
Plan of Distribution 22
Legal Proceedings 25
Directors, Officers, Promoters,
and Control Persons 26
Description of Securities 30
Indemnification 31
Description of Business 32
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations 36
Certain Relationships 38
Executive Compensation 40
2nd Quarter Financial Statements 42
1999 Audited Financial
Statements 56
Until the effective date, all dealers effecting transac5tion in the Common
Stock, whether or not participating in this distribution, may be required to
deliver a Prospectus. This delivery requirement is in addition to the obligation
of dealers to deliver a Prospectus when acting as Underwriters and with respect
to their unsold allotments of subscriptions.
2,700,000 Shares
Common Stock
Prospectus
May 1, 2000
<PAGE>
Part II - Information Not Required In Prospectus
Indemnification of Directors and Officers
GimmeaBid.com's Certificate of Incorporation eliminates, subject to
certain exceptions, directors' personal liability to the Company or its
stockholders for monetary damages and for breaches of fiduciary duties. The
certificate of Incorporation does not, however, eliminate or limit the personal
liability of a director for (i) any breach of the director's duty of loyalty to
Gimmeabid.com or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law or (iv) fro any
transaction from which the director derived an improper personal benefit.
Gimmeabid.com's Bylaws provide that the Company shall indemnify its
directors, officers, and employees, to the full extent permitted under the
General Corporation Law of Delaware. In addition, Gimmeabid.com has entered or
will enter into indemnification agreements with its directors, and officers that
provide for indemnification in addition to the indemnification provided in
Gimmeabid.com's By Laws. The indemnification agreements contain provisions that
may require Gimmeabid.com, among other things, to indemnify its directors and
executive officers against certain liabilities (other than liabilities arising
from intentional or knowing and culpable violations of law) that may arise by
reason of their status or service as directors or executive officers of
Gimmeabid.com or other entities to which they provide service at the request of
the Company and to advance expenses they may incur as a result of any proceeding
agains5t them as to which they could be indemnified. Gimmeabid.com believes that
these provisions and agreements are necessary to attract and retain qualified
directors and officers. Gimmeabid.com will obtain an insurance policy covering
directors and officers for claims that such directors and officers may otherwise
be required to pay
Other Expenses of Issuance and Distribution
Accounting $ 10,000 *
Attorney Fees $ 25,000 *
Commissions (if B/D is used) $ 4,275,000
NASDAQ Application $ 5,000 *
Printing Expense $ 5,000 *
Printing Expense $ 5,000 *
Standard & Poor's $ 8,500 *
Registration Fees - SEC (1) $ 13,543
Transfer Agent $ 15,000 *
-------------
Total Offering Expense $ 4,362,043
(1) GimmeaBid.com is offering 1,500,000 common shares through this
Offering that will incur $ 7,524 in registration fees; while,
<PAGE>
the selling shareholders are offering 1,200,000 common shares,
which will incur $ 6,019 in registration fees, that
GimmeaBid.com has agreed to pay on their behalf.
* These figures represent estimations by management.
Recent Sales of Unregistered Securities
In January 1999, GimmeaBid.com issued 6,173,400 shares of common stock
to officers and other individuals for services rendered to GimmeaBid.com valued
at $1,342,097 or $ 0.22 per share. The transactions were isolated transaction
with less than ten persons having a close affiliation with either GimmeaBid.com
or with an officer of GimmeaBid.com and was exempt from registration under the
Securities Act of 1933 pursuant to Section 4 (2) because of not being part of a
public offering.
In January 1999, GimmeaBid.com sold 72,000 shares of common stock for
cash of $15,000. The transaction was an isolated transaction with a person
having a close affiliation with either GimmeaBid.com or with an officer of
GimmeaBid.com and was exempt from registration under the Securities Act of 1933
pursuant to Section 4 (2) because of not being part of a public offering.
In January 1999, GimmeaBid.com sold 20,000 shares of common stock
for cash at $0.25 per share, or $5,000. The transaction was an isolated
transaction with a person having a close affiliation with either GimmeaBid.com
or with an officer of GimmeaBid.com and was exempt from registration under the
Securities Act of 1933 pursuant to Section 4 (2) because of not being part of a
public offering.
In January 1999, GimmeaBid.com issued 3,000 common shares in settlement
of debt of $1,233 and for services rendered to GimmeaBid.com valued at $267 for
a price of $0.50 per share. The transaction was an isolated transaction with a
person having a close affiliation with either GimmeaBid.com or with an officer
of GimmeaBid.com and was exempt from registration under the Securities Act of
1933 pursuant to Section 4 (2) because of not being part of a public offering.
Beginning in February 1999, and ending on October 30, 1999,
GimmeaBid.com sold 37,216 common shares in a series of transactions not
involving any public offering with the meaning of section 4 (2) of the
Securities Act of 1933 and therefore exempt from registration under section
5(a). The shares were sold to a total of 25 persons close to GimmeaBid.com
and/or its officers and directors, no public solicitation took place and no
selling commissions were received by the officers and directors who sold the
shares. Of the 25,480 shares issued, 16,400 of the shares were sold for cash at
$5.00 per share. The remaining 20,816 shares were exchanged for goods and
services provided to GimmeaBid.com at the exchange rate of one share for $5.00
of goods and services provided. The goods and services exchanged included
graphic design, accounting and tax preparations, printing, computer hardware &
repairs, market research, a copier and phone system, as well as marketing
services, and general consulting. The total value of cash, goods and services
<PAGE>
received in the private placement totaled $186,080. The non-public offering was
also exempt from registration under section 5 (6) of the Act pursuant to rule
504 promulgated under Regulation D in that:
o GimmeaBid.com was not subject to
the reporting requirements of section 13 or 15 (d) of the Securities
and Exchange Act of 1934;
o GimmeaBid.com was not an investment company;
o GimmeaBid.com was not a development stage company that either had
no specific business plan or purpose or had indicated that its
business plan was to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person;
o The aggregate selling price for the Shares did not exceed
$1,000,000, less the aggregate offering price for all securities
sold within the twelve months before the start of and during this
offering, in reliance on any exemption under the section 3(b) of
the Act, or in violation of section 5(a) of the Act.
Beginning in November 1999, and ending on April 30, 2000, GimmeaBid.com
sold 321,605 common shares pursuant to rule 506 promulgated under section 5(a)
of the Act. The shares were sold to a total of 45 persons who were all
accredited investors as that term is defined in rule 501 of Regulation D. No
public solicitation took place and the officers and directors who sold the
shares received no selling commissions. Of the total shares sold, 67,160 shares
were sold for cash at $5.00 per share. The remaining 254,445 shares were
exchanged for goods and services provided to GimmeaBid.com at the exchange rate
of one share for every $5.00 of goods and services provided. The goods and
services provided were primarily part of our transaction with Integrated
Concepts, Inc. wherein it was issued 200,000 common shares in exchange for the
development, hosting, design, and launch of our Internet applications. The
remaining shares were issued for various services that included software,
temporary hosting, market research, printing, data entry, and general consulting
and research. The total value of cash, goods and services received in the rule
506 offering totaled $1,608,025.
Exhibits
Copies of the following documents are filed with this Registration Statement,
Form SB-2, as exhibits:
Exhibit No.
3.1 Articles of Incorporation
3.2 By-Laws
5 Opinion Re: Legality
10.1 Integrated Concepts Agreement
10.2 John Crowell Marketing Agreement
11 Statement re: computation of per share earnings
15 Letter on Un-Audited Interim Financial Information
23.1 Consent of Experts & Counsel
23.2 Consent of Auditors - Jones, Jensen, & Company/HJ & Associates
27 Financial Data Schedule
<PAGE>
Undertakings
GimmeaBid.com will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration to:
(i). Include any prospectus required by section 10(a) (3) of
the Securities Act;
(ii). Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii). Include any additional or changed material information
on the plan of distribution.
(2). For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and this of the securities at that time to be the initial bona fide
offering.
(3). File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of this offering.
If an underwriter is used in this offering, GimmeaBid.com will
provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 small business issuer of expenses
incurred or in the successful defense of any action, suit, or proceeding) is
asserted by a director, officer or controlling person in connection with the
securities being registered, the small business issuer 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 Securities
Act and will be governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this registration
<PAGE>
statement to be signed on its behalf by the undersigned, in the City of Dallas,
State of Texas, on May 8, 2000.
GimmeaBid.com, a Delaware corporation
--------------------------------------
By: /s/ Michael Wood
Michael Wood, President
In accordance with the requirements of the Securities Act of 1933,
the registration statement was signed by the following persons in the capacities
and on the dates stated.
/s/ Michael Wood
--------------------------------------------
Michael Wood, Principal Executive May 8, 2000
Officer and Director
/s/ Charles Wood
--------------------------------------------
Charles Wood, Vice-President and Director May 8, 2000
/s/ Ann Wood
--------------------------------------------
Ann Wood, Secretary and Director May 8, 2000
/s/ Maegan Anders
--------------------------------------------
Maegan Anders, Principal Financial Officer May 8, 2000
Principal Accounting Officer and Director
