SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission File No. 000-28713
Cottage Investments, Inc.
-------------------------
(Exact name of registrant as specified in its charter)
Nevada
------ 88-0443120
(State of Incorporation) (I.R.S. Employer Identification No.)
667 Madison Ave, NY,NY 10021
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(Address of principal executive offices)
(212) 396-0606
-------------
(Registrant's telephone number, including area code)
zebramart.com, inc.
-------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes___ No___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
Common Stock, $0.00001 par value per share, 154,212,164 shares issued and
outstanding as of September 30, 2000.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
<PAGE>
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000
COTTAGE INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
ASSETS
OTHER ASSETS $ 1,644
---------------
TOTAL ASSETS 1,644
===============
LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Bank Overdraft 1,558
Accounts payable and accrued expenses 1,792,182
Lease Obligations 111,388
Loans Payable 571,743
Net Liabilities from MyFavoriteShoe.com, Inc. 2,092,203
---------------
TOTAL CURRENT LIABILITIES 4,569,073
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT)
Common stock, $.00001 par, 350,000,000 shares
authorized, 154,212,164 shares issued and outstanding 1,542
Additional paid-in capital 7,315,109
Deficit accumulated during the development stage (11,884,080)
TOTAL STOCKHOLDERS'/MEMBERS'
---------------
EQUITY (DEFICIT) (4,567,429)
TOTAL LIABILITIES AND STOCKHOLDERS'/
---------------
MEMBERS' EQUITY (DEFICIT) 1,644
===============
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS - three months ended SEPTEMBER 30 1999 AND
2000
<TABLE>
<CAPTION>
COTTAGE INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS 1
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
Three Months Ended September 30
2000 1999
---- ----
<S> <C> <C>
REVENUES:
Membership revenue $ - $ -
Product revenue - 30
COST OF GOODS SOLD - 1,355
-----------------------------------
Gross margin - (1,325)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended September 30
2000 1999
---- ----
<S> <C> <C>
OPERATING EXPENSES 129,484 659,422
-----------------------------------
OPERATING LOSS (129,484) (660,747)
OTHER INCOME (EXPENSES):
Interest expense (4,934) (3,284)
Bank service charges (543) (3,518)
Business cessation expense (223,682) -
-----------------------------------
Total other income (expenses) (229,159) (6,802)
Loss from Continuing Operations (358,644) (667,548)
Discontinued Operations
Net Loss (Gain) from operations of MyFavoriteShoe.com, Inc. (71,628) 168,976
-----------------------------------
NET LOSS (287,016) (836,525)
===================================
WEIGHTED AVERAGE COMMON SHARES 179,678,662 -----
USED IN COMPUTING BASIC AND
DILUTED LOSS PER SHARE
BASIC AND DILUTED LOSS PER $ (0.0016) -----
COMMON SHARE
</TABLE>
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS - nine months ended SEPTEMBER 30 1999 AND
2000
COTTAGE INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS 2
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Nine Months Ended September 30
2000 1999
---- ----
REVENUES:
Membership revenue $ 1,478 $ -
Product revenue 1,917 30
Other Operating Revenue 4,536 2,500
COST OF GOODS SOLD 6,835 1,355
---------------------------------------
Gross margin 1,096 1,175
OPERATING EXPENSES 3,500,675 1,040,722
---------------------------------------
OPERATING LOSS (3,499,579) (1,039,547)
OTHER INCOME (EXPENSES):
Organization Expense (200,000) (200,000)
Interest expense (19,164) (15,788)
Bank service charges (1,324) (4,908)
Interest income 32,950 200,075
Financing Fees (21,557) 70
Write down of investments (300,590) -
<PAGE>
Nine Months Ended September 30
2000 1999
---- ----
Business cessation expense (2,063,954) -
---------------------------------------
Total other income (expenses) (2,573,639) (20,551)
Loss from Continuing Operations (6,073,217) (1,060,098)
Discontinued Operations
Net Loss (Gain) from operations 2,741,246 208,757
of MyFavoriteShoe.com, Inc.
---------------------------------------
NET LOSS (8,814,463) (1,268,856)
=======================================
WEIGHTED AVERAGE COMMON SHARES 181,340,311 -----
USED IN COMPUTING BASIC AND
DILUTED LOSS PER SHARE
BASIC AND DILUTED LOSS PER $ (0.0486) -----
COMMON SHARE
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Nine Months ended SEPTEMBER 30 1999 AND
2000
<TABLE>
<CAPTION>
COTTAGE INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Nine Months Ended September 30
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FORM OPERATING ACTIVITIES:
Net loss $ (8,814,463) $(1,268,856)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 24,347 11,078
Changes in operating assets and liabilities:
Accounts receivable 5,540 -
Prepaid expenses 32,554 (1,797)
Bank Overdraft 1,558 -
Accounts payable and accrued expenses 1,429,411 230,269
Deferred Payroll & Payroll Liabilities 95,120 1,000
Tax Liability 14,753 -
Deferred revenue (5,625) -
Net Liabilities from MyFavoriteShoe.com, Inc. 1,967,111 (91,244)
-----------------------------------
Total adjustments 3,564,768 149,306
-----------------------------------
Net cash used in operating activities (5,249,695) (1,119,549)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase (Write down) of Property & Equipment 264,497 (276,389)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans 572,493 61,750
Lease Obligations 61,779 -
Proceeds from stockholder contributions, net 939,372 1,357,948
-----------------------------------
Net cash provided by (used in) financing activities 1,573,643 1,419,698
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Nine Months Ended September 30
2000 1999
---- ----
<S> <C> <C>
NET INCREASE (DECREASE) IN CASH AND CASH
-----------------------------------
EQUIVALENTS (3,411,554) 23,759
===================================
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 3,411,554 -
CASH AND CASH EQUIVALENTS, END -----------------------------------
OF PERIOD - 23,759
===================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
COTTAGE INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
PRINCIPLES OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
management's opinion, all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the consolidated financial statements
and the notes thereto included in the Company's annual report on Form 10-Q for
the three months ended April 1, 2000 and on the Company's Form 10-Q for the
three and six months ended June 30, 2000.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Cottage
Investments, Inc. and its wholly owned subsidiaries (the "Company"). All
significant inter-company accounts and transactions have been eliminated.
On November 15, 2000 the Company changed its name from zebramart.com, inc. to
Cottage Investments, Inc.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Revenue Recognition
The Company had no revenue during the three month period ended September 30,
2000.
Continuing as a Going Concern
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles. The Company has sustained losses
during the year ended December 31, 1999, and such losses are continuing and have
substantially increased in fiscal year 2000. Additionally, the Company has used,
rather than provided, cash in its operating activities during the year ended
December 31, 1999, and this was also the case for the nine months ended
September 30, 2000. Due to its cash flow situation, the Company is attempting to
negotiate payment terms with vendors representing a significant portion of the
accounts payable and is managing the payment of the remaining accounts payable
on a case-by-case basis.
In view of the matters described in the preceding paragraph, there is
significant doubt about the Company's ability to continue as a going concern.
The satisfaction of the liabilities reflected in the accompanying balance sheet
is dependent upon continued operation of the Company, which is in turn dependent
upon the Company's
<PAGE>
ability to meet its financing requirements on a continuing basis, to negotiate
terms with its current creditors, and to succeed in its future operations.
Accounts Payable
The Company previously recorded bills for $164,500 for services that had already
been paid. In September 2000, Operating Expenses were offset by this amount.
Business Cessation Expense - Cottage Investments, Inc.
Business Cessation expenses are expenses the parent company, Cottage
Investments, Inc., has incurred due to the closing of operations.
The Company has turned over substantially all of its assets to its secured
creditors. Thus, the Company has written down much, if not all, of the value of
the majority of its assets that were owned prior to June 30, 2000. These
write-downs of $47,602 have been applied against Business Cessation Expense.
As described under the Loans Payable section herein the Company has charged
$167,888 to Business Cessation Expense related to the default on the loan from
Internet Financial Services, LLC.
Cancellation fees of $1,870 related to the early termination of the Company's
credit card processing accounts has been charged to Business Cessation Expense.
Lease Obligations
As of September 30, 2000, the Company is currently in default on equipment
operating leases with Dell Acceptance Corp. and Sun Microsystems Finance. The
amount currently due on the leases is as follows:
Lease Obligations
-----------------
Dell Acceptance $ 58,983
Sun Microsystems Finance 52,405
Total 111,388
Loans Payable
As of September 30, 2000, the Company is currently in default on its loan from
Internet Financial Services, LLC. Under the terms of the loan, in the event of
default by the Company, all amounts due over the life of the loan plus
reasonable attorney's fees became due immediately. The difference between the
amount previously recorded as being due on this loan has been increased by
$167,888 to make the balance coincide with the amount being sought by Internet
Financial Services, LLC in the lawsuit described subsequently herein. This
increase was charged to Business Cessation Expense.
Additionally, the Company has loans from Avenel Ventures, Inc., James Carter,
and pcBoat.com. Under the terms of the loans, both were due in the third quarter
of 2000. The loan to Mr. Carter is secured with 10,107,500 shares of Common
Stock. Mr. Carter has requested the shares be issued unless payment to him is
made immediately.
<PAGE>
The loans payable of the Company are summarized as follows:
Loans Payable
-------------
Internet Financial Services, LLC $ 408,964
Avenel Venture, Inc. 132,500
pcBoat.com 9,000
James Carter 9,000
Tower Hill Holdings, Inc. 12,279
Total 562,743
Capital Stock
The Company conducted a 1 for 2 reverse stock split on August 16, 2000.
The Company issued 30,000,000 shares of Common Stock in return for a 30%
interest in Cottage Ventures, LLC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FINANCIAL CONDITION
Total assets as of September 30, 2000 were $1,644, a decrease of $3,822,938 from
total assets of $3,824,582 at December 31, 1999. The decrease is primarily
attributable to expenses related to the Company's aggressive spending to quickly
launch its internet operations and the subsequent write off of the assets as the
internet businesses did not succeed. In the three months ended September 30,
2000, assets decrease $44,090 due to the write off of Company assets related to
the closing of the Company's Internet operations.
Current liabilities increased by $4,284,877 from $284,186 at December 31, 1999
to $4,569,073 at September 30, 2000. The increase is primarily attributable to
expenses related to the Company's aggressive spending to quickly launch its
internet operations. The increase is primarily attributable to increasing
accounts payable and accrued expenses of $1,514,320, increases in loans payable
of $571,743, increases in current lease obligations of $111,388, and the
increase in the net liabilities of MFS of $1,882,665. In the three months ended
September 30, 2000, liabilities increased $159,752. A significant portion of the
increase in liabilities in the three months ended September 30, 2000 was due to
liabilities incurred but not booked in the previous quarter.
Stockholder's equity decreased from $3,517,200 at December 31, 1999 to
$(4,567,429) at September 30, 2000, a decrease of $8,084,629. The increase is
primarily attributable to expenses related to the Company's aggressive spending
to quickly launch its internet operations and the subsequent write off of the
assets as the internet businesses did not succeed. In the three months ended
September 30, 2000, stockholders equity decreased $213,079.
RESULTS OF OPERATIONS
Revenue increased by $5,401 for the nine-month period ended September 30, 2000
as compared to the same period for the prior year. The increase for the
nine-month period is due to the beginning of the Company's internet operations.
The Company shut down all internet operations prior to June 30, 2000. Thus,
there was no revenue in the three months ended September 30, 2000.
Cost of goods sold increased $5,480 for the nine-month period ended September
30, 2000 as compared to the same period for the prior year. The increase is due
to the sales increase.
Operating expenses increased by $2,459,953 to $3,500,675 for the nine-month
period ended September 30, 2000. The increase is primarily attributable to
expenses related to the Company's aggressive spending to quickly launch its
internet operations. Operating expenses in the three months ended September 30,
2000 were $129,484.
<PAGE>
The Company incurred a net loss of $8,14,463 for the nine months ended September
30, 2000 as compared to a net loss of $1,268,856 for the nine months ended
September 30, 1999, which is an increase loss of $7,545,608. The increase is
primarily attributable to expenses related to the Company's aggressive spending
to quickly launch its internet operations and the subsequent write off of the
assets as the internet businesses did not succeed. The net loss for the three
months ended September 30, 2000 was $287,016.
LIQUIDITY AND CAPITAL RESOURCES
During the nine-month period ended September 30, 2000, operating activities
consumed $5,249,695 of cash as compared to $1,119,549 for the same period for
the prior year. The primary reasons for the significant increase was the
Company's aggressive spending to quickly launch its internet operations. The
Company has effectively expended all of its current resources and has a serious
liquidity shortfall. The Company is in the process of approaching its creditors
to attempt to settle liabilities with past due vendors and paying down its
accounts payable and accrued liabilities. Failure to renegotiate current
liabilities with its vendors could bring the viability of the Company as a going
concern into question.
The Company continues to monitor its cash situation very closely. Due to the
downsizing of the Company, its cash usage is not anywhere near the rate that it
was over the six months ended June 30, 2000.
The Company is making efforts to bring in outside capital to fund its business
plan. Failure to achieve further funding could be devastating to the viability
of the Company as on ongoing concern.
MANAGEMENT'S OPERATING PLANS
The Company has relocated its headquarters to New York, New York and will have
as its primary focus the development of communications related businesses.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities and Exchange
Act of 1934, as amended, which are intended to be covered by the safe harbors
created thereby. These statements include the plans and objectives of the
Company for future operations. The forward-looking statements included herein
are based on current expectations that involve numerous risks and uncertainties.
The Company's plans and objectives are based on the assumption that the
Company's entry into the communications industry will be successful, that
competitive conditions within the communications industry will not change
materially or adversely and that there will be no material adverse change in the
Company's expected operations or business. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive and market conditions, as well as future business decisions, all of
which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements included herein are
reasonable, the inclusion of such information should not be regarded as a
representation by the Company, or any other person, that the objectives and
plans of the Company will be achieved.
PART II.
ITEM 1. LEGAL PROCEEDINGS.
A. MMW Group, d/b/a MWW Savitt v. MyFavoriteShoe.com, Inc.--King County Superior
Court, Washington State.
On August 25, 2000 MWW Group, d/b/a MWW Savitt won a default judgment against
MFS for the amount of $134,693.17. This judgment is the result of a suit filed
on August 2, 2000 in which the Company's wholly owned subsidiary,
MyFavoriteShoe.com,
<PAGE>
Inc. was sued for breach of contract. The suit arises from the early termination
of a six-month contract between MWW Savitt and MyFavoriteShoe.com, Inc.
B. Internet Financial Services, LLC v. zebramart.com, inc., and David
Kenner--State Court of Fulton County, State of Georgia.
On October 18, 2000, the Company was sued for default on a $300,000 loan
agreement dated May 18, 2000. Including all fees the plaintiff is seeking
approximately $408,964 in damages. Management feels it is likely that the
plaintiff will receive a judgment for the amount sought.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Three shareholders of the Company returned a total of 84,432,110 shares, reverse
split adjusted, to the Company in order to make the Company's capital structure
more attractive to investors.
The Company conducted a 1 for 2 reverse split on August 16, 2000 and began
trading under the stock ticker symbol ZBMT. Due to fractional shares caused by
the reverse split, 119 shares of additional Common Stock were issued.
In September 2000, the Company purchased a 30% interest in Cottage Ventures, LLC
("CVL") for 30,000,000 reverse split adjusted shares of Common Stock in the
Company. The Form 8K filed on September 18, 2000 with the Securities and
Exchange Commission regarding this transaction and the related press release are
incorporated by reference.
1,624,916 reverse split adjusted shares were issued for the exercise of stock
options with a reverse split adjusted price of $0.00074 per share.
1,874,080 shares were issued for the receipt by the company of cash and other
good consideration. Share prices ranged from $0.55 to $0.40 per share.
In the three months ended September 30, 2000, management learned that the
previously filed increase in the number of authorized shares by 200,000,000 to
700,000,000 was accepted by the State of Nevada. After the reverse split, there
are a total of 350,000,000 total authorized shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Corporate Name Change
In September 2000, consent from the holders of a majority of the Common Shares
of the Company signed a written consent to change the name of the Company from
zebramart.com, inc. to Cottage Investments, Inc. On or about, October 12, 2000
an information statement stating this was mailed to all of the Company's
shareholders of record and filed with the SEC. The name change became effective
on November 14, 2000 and the Company shares began trading under the ticker
symbol COTF.
ITEM 5. OTHER INFORMATION
Acquisition of 30% Stake in Cottage Ventures, LLC
On September 18, 2000, the Company issued a press release regarding the
acquisition of CVL. The Form 8-K filed with the Securities and Exchange
Commission on September 18, 2000 includes the press release, and is incorporated
herein by reference. In the transaction, the Company purchased a 30% ownership
position in CVL for 30,000,000 shares of Common Stock on a post reverse split
basis. Daniel J. Mackell, a Company officer, is a principal in and controls
Cottage Ventures, LLC.
Discontinued Operations--MyFavoriteShoe.com
<PAGE>
On September 8, 2000, MFS. closed on the sale of its internet shoe operations to
Shoedini.com, Inc. for consideration that included cash and the assumption of
liabilities. Assets sold included inventory and various MFS records and
intellectual property. After costs associated with the transaction, the proceeds
from the asset sale are not enough to materially reduce the liabilities of MFS.
Consequently, MFS has ceased all operations and, though it will continue as a
non-active entity, MFS is not expected to contribute any value to the Company.
The Company has not assumed any of the liabilities of MFS and management has no
plans to pay creditors of MFS. The press release regarding the sale of MFS'
assets is attached as Exhibit 1 and is incorporated herein by reference.
Board of Directors and Officer Changes
In July the resignation of William G. Head as an officer and director of the
Company was accepted.
In July Sean M. Daly was appointed as the Corporate Secretary.
In August 2000, Daniel Mackell joined the Company as a director and was
appointed the Chairman of the Board, the Chief Executive Officer, and the
President of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A
(d) EXHIBITS.
1. Press Release dated September 18, 2000: zebramart.com, inc. Completes
Acquisition of Stake in Cottage Ventures, LLC; Divests Online Shoe
Operations
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COTTAGE INVESTMENTS, INC.
Date: November 20, 2000 By: /s/ Daniel J. Mackell
----------------------------------------
Daniel J. Mackell
(Chairman, President and Chief
Executive Officer)
(principal financial officer)
