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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 April 1, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File No. 000-28713
zebramart.com,inc.
------------------
(Exact name of registrant as specified in its charter)
Nevada
------ 88-0443120
(State of Incorporation) (I.R.S. Employer Identification No.)
Ten Piedmont Center, Suite 900, Atlanta, Georgia 30305
------------------------------------------------------
(Address of principal executive offices)
(404)467-6924
-------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(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, 351,216,956 shares issued
and outstanding as of May 15, 2000.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
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PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
APRIL 1, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 415,850 $3,411,5546
Accounts receivable 878 5,540
Prepaid expenses 62,761 37,926
----------- -----------
TOTAL CURRENT ASSETS 479,489 3,455,020
PROPERTY AND EQUIPMENT, net 1,385,832 369,562
----------- -----------
OTHER ASSETS
Note Receivable, stockholder 300,000 --
Other 8,019
----------- -----------
TOTAL ASSETS $ 2,173,340 $ 3,824,582
=========== ===========
LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 111,025 $ 251,449
Current portion of capital leases 26,413 26,413
Zebrapoints redeemable 3,325 699
Deferred revenue 3,948 5,625
----------- -----------
TOTAL CURRENT LIABILITIES 147,571 284,186
----------- -----------
CAPITAL LEASES, NET OF CURRENT PORTION 19,863 23,196
----------- -----------
STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT)
Common stock, $.00001 par, 500,000,000 shares
authorized, 351,216,956 shares issued and outstanding 3,512 3,492
Additional paid-in capital 5,681,870 5,618,679
Deficit accumulated during the development stage (3,676,616) (2,104,971)
----------- -----------
TOTAL STOCKHOLDERS'/MEMBERS'
EQUITY (DEFICIT) 2,008,766 (3,517,200)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'/
MEMBERS' EQUITY (DEFICIT) $ 2,173,340 $ 3,824,582
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED APRIL 1, 2000 AND
FOR THE THREE MONTHS ENDED APRIL 3, 1999
<TABLE>
<CAPTION>
2000 1999
------------- ---------
<S> <C> <C>
REVENUES:
Membership revenue $ 583 $ --
Product revenue 4,257 --
COST OF GOODS SOLD 5,814 --
------------- ---------
Gross margin (974) --
------------- ---------
OPERATING EXPENSES 1,371,802 143,650
------------- ---------
OPERATING LOSS (1,372,776) (143,650)
------------- ---------
OTHER INCOME (EXPENSES):
Organization Expense (200,020)
Interest expense (1,372) --
Bank service charges (404) (682)
Interest income 2,928 --
------------- ---------
Total other income (expenses) (201,774) (682)
------------- ---------
NET LOSS $ (1,571,644) $(144,332)
============= =========
WEIGHTED AVERAGE COMMON SHARES
USED IN COMPUTING BASIC AND
DILUTED LOSS PER SHARE 349,797,241 --
------------- ---------
BASIC AND DILUTED LOSS PER
COMMON SHARE $ (0.0045) $ --
============= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 1, 2000 AND
FOR THE THREE MONTHS ENDED APRIL 3, 1999
<TABLE>
<CAPTION>
2000 1999
----------- ---------
<S> <C> <C>
CASH FLOWS FORM OPERATING ACTIVITIES:
Net loss $(1,571,644) $(144,332)
----------- ---------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 50,081 1,200
Shares and options issued for services 56,440
Loss from disposal of fixed assets -- 19,508
Changes in operating assets and liabilities:
Accounts receivable 4,662 --
Prepaid expenses (32,854) --
Other assets -- --
Accounts payable and accrued expenses (140,424) 5,437
Zebrapoints redeemed 2,626 --
Deferred revenue (1,677) (5,000)
----------- ---------
Total adjustments (61,146) 21,145
----------- ---------
Net cash used in operating activities (1,632,791) (123,187)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to a Stockholder (300,000)
Purchase of Property & Equipment (1,066,351) (10,324)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance loans -- 75,410
Repayments of loans (3,333) (30,000)
Proceeds from stockholder contributions, net 6,771 105,000
Repurchase of stockholder interests -- (18,000)
----------- ---------
Net cash provided by (used in) financing activities (1,362,913) 132,410
----------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (2,995,704) (1,101)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 3,411,554 10,477
---------
CASH AND CASH EQUIVALENTS, END
OF PERIOD $ 415,850 $ 9,376
=========== =========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOWS INFORMATION:
Interest paid $ 1,372 $ --
=========== =========
</TABLE>
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
NOTE A - FORMATION AND ORGANIZATION
zebramart.com, LLC (the "Company"), a Georgia limited liability company, was
formed January 15, 1999. The Operating Agreement (the "Agreement") provided for
the allocation of profits, losses, and cash distributions based on the capital
accounts of each member from January 15, 1999 to October 14, 1999. The Company
is a membership-based, value-oriented consumer web site offering its members a
wide selection of products including electronics, home furnishings, and apparel.
Through its zebrapoints program, the Company is able to offer its members an
incentive to shop with the Company.
Effective October 14, 1999 the Company changed its structure from a limited
liability corporation to a C corporation named zebramart.com, Inc. In connection
with this change, the Company issued 10,000,000 shares of common stock to its
members in proportion to their original investment percentage in the Company.
The articles of incorporation authorized 50,000,000 shares with par value of
$.01.
On December 15, 1999, Interactive Music, Inc., a Nevada corporation, combined
with the Company. This pooling of interests transaction was accounted for as a
reverse merger with zebramart.com. On that same date the Company changed its
name from Interactive Music, Inc. to zebramart.com, Inc.
On March 6, 2000, the Company acquired Royal Acquisitions, Inc., a Nevada
Corporation for $200,000 and 2,000,000 restricted shares of the Company's common
stock. The transaction was recorded as a purchase.
As of April 1, 2000, the Company was still to be considered in the development
stage since its activities from inception were primarily developmental in
nature, with no significant revenues to date.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
NOTE B - CURRENT OPERATIONS AND CAPITALIZATION ISSUES
The Company started Internet operations on December 1, 1999 and membership and
product sales have been insignificant. The Company's minimal operating history
makes it difficult to predict future operating results. The Company's expense
levels are based, in part, on its expectations as to future revenues. If revenue
levels are below expectations, or if the Company is unable or unwilling to
reduce expenses proportionately, operating results will be adversely affected.
There is no assurance that the Company will be profitable. The Company's
prospects must be considered in light of the risks, expenses, and difficulties
frequently encountered by companies in their early stages of development,
particularly companies in new and rapidly evolving e-commerce markets. If the
Company is unable to develop and introduce new services, products, or product
enhancements in a timely manner or if a new release of its services and products
does not achieve market acceptance, the Company's business, operating results,
and financial condition will be materially adversely affected.
The Company's success will depend upon management's ability to obtain contracts
with customers; establish independent associates; continue product development;
respond to competitive developments; create and expand its sales, marketing, and
implementation forces; enter into sales agency agreements; and attract, train,
and retain management and marketing personnel on a timely basis. The Company's
growth will also require the Company to implement financial and management
controls and reporting systems and procedures. The failure to do so could have a
material adverse effect on the Company's business, operating results, and
financial condition.
The Company raised approximately $5,000,000, net of issuance costs, in a private
placement stock offering for operating capital. There is no assurance that the
proceeds of this offering, together with revenues from operations will be
sufficient to fund the Company's operations.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The Company endeavors to adhere to the most conservative generally accepted
accounting principles and Security Exchange Commission guidelines as are
practicable. As a general rule, the Company believes that Internet companies
engaging in transactions that are similar to transactions entered into by
traditional companies should follow the already established accounting models
for those transactions.
Revenue Recognition
Product sales over the Internet are equivalent to sales of products at retail
stores and are accounted for as sales when the products are delivered. The
Company follows the Gross Sales concept versus the commission concept because
the Company is the owner of the merchandise sold to customers and not merely an
agent for another business. Membership revenues generated over the Internet are
equivalent to fees received in advance for future services. The related revenue
is recognized over the entire term of the membership plan.
Cash and Cash Equivalents
The Company considers cash on hand, deposits in banks, and short-term
investments with original maturities of 90 days or less to be cash equivalents.
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 reported period. Actual
results could differ from those estimates.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred Revenue
At April 1, 2000 the deferred revenue of $3,948 represents the unearned portion
of membership revenue.
Property and Equipment
The Company depreciates its property and equipment using the straight-line
method over the estimated useful lives of five years. Leased equipment is
depreciated over the life of the lease.
Property and equipment balances as of April 1, 2000 and April 3, 1999 were as
follows:
<TABLE>
<CAPTION>
2000 1999
----------- --------
<S> <C> <C>
Furniture and fixtures $ 13,762 $ 1,082
Computer equipment 421,111 15,134
Leasehold Improvements 1,834 --
Retail Store 18,124 --
Software 1,012,391 2,403
----------- --------
1,467,226 19,508
Accumulated depreciation (81,394) (4,712)
----------- --------
Property and equipment, net $ 1,385,832 $ 13,907
=========== ========
</TABLE>
Costs of Developing the Web Site
The Company expenses all costs except for the cost of external off-the-shelf
software.
Estimated Redemption Costs
The Company offers discount coupons in the form of zebrapoints, which are
generally valid for the life of the membership. Since the Company has no history
on redemption percentages it has elected to record the entire liability for
un-expired and unused zebrapoints until there is sufficient history to do
otherwise.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Advertising Expense
Many Internet companies enter into advertising barter transactions with each
other, in which they exchange rights to place advertisements on each other's web
sites. There is diversity in practice in accounting for these transactions. The
Company accounts for all related expenses as a cost of doing business with the
value of the transaction being the actual cash liability for the service. The
Company records the exchange rights also based on cash received as an offset to
the related operating cost.
Shipping and Handling Costs
Shipping and handling costs are netted against the related customer charges and
the net result is shown as a period operating cost.
Introductory Offers
The Company records only net revenue and only when the service is rendered.
Costs associated with introductory offers are expensed as incurred.
Independent Contractors
The Company has been developing its operations through the use of independent
contractors who are not employees of the Company. The Company does not pay or
withhold Federal or state employment taxes with respect to these independent
contractors. The Company believes that all independent contractors meet
applicable requirements established by the Internal Revenue Service (the "IRS");
however, if the independent contractor status was denied by the IRS, the Company
could become responsible for the taxes required to be withheld and could incur
additional costs associated with employee benefits and other employee costs. As
of January 31, 2000 there were no independent contractors.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
No provisions for income taxes have been made in the accounts of the Company
when it was an LLC, since all of the members report their respective shares of
taxable income and loss in their individual tax returns for the period the
Company was an LLC. From October 14, 1999 through April 1, 2000 the Company
incurred losses which will be available to offset future income taxes for
Federal and state income taxes through 2019. The Company does not have any
certainty of this future offset and accordingly has recorded a valuation
allowance to reflect the uncertainty of the ultimate utilization of the deferred
tax asset as follows:
<TABLE>
<S> <C>
Deferred tax asset $1,000,000
Less valuation allowance 1,000,000
----------
Net deferred tax asset $ --
==========
</TABLE>
Members' Equity
In accordance with the Agreement, the net loss to October 14, 1999, the date of
conversion from an LLC to a corporation, has been allocated to all members on a
pro rata basis in proportion to their respective ownership interests in the
Company. No member shall be allocated losses greater than their capital account
balance until losses have been reallocated to all positive capital account
balances.
Net Loss Per Share
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128
(SFAS No. 128), Earnings Per Share, which established new standards for
computing and presenting earnings per share. SFAS No. 128 replaced the
calculation of primary and fully diluted earnings per share with basic and
diluted earning per share. Unlike primary earnings per share, basic earnings per
share excludes any dilutive effects of stock options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
All loss per share amounts have been presented to conform to the SFAS No. 128
presentation. Stock options and warrants have not been included in the
computation of diluted loss per share as the computation would not be dilutive.
NOTE D - EQUITY TRANSACTIONS
In 1999, the Company repurchased membership interests from equity members for
$18,000 based on the fair value of their membership interests on the date of the
repurchases.
The Company has entered into agreements with selected employees and independent
contractors that call for a percent of their earnings to be paid in stock
options at the fair market value of the common stock when services were
rendered. As of March 31, 2000, options for approximately 6,005,070 ("reserve
pool") shares are reserved for issuance in connection with those services.
In January 2000, the Board formally approved the issuance of an option to a
former employee for 1,578,000 of the Company's common stock shares at the
applicable fair market value and related to the reserve pool at December 31,
1999.
On January 19, 2000 the Board of Directors approved an increase in the number of
authorized shares to 700,000,000, approved a Long-Term Incentive Plan, reserved
70,000,000 shares for issuance under that Plan, approved employment agreements
for two key executives, approved stock option grants for 3,419,225 related to
the reserve pool at December 31, 1999, approved new stock options for 38,980,000
shares, approved performance based options of 16,670,000 that are based on
achieving certain financial objectives over a three year period, approved a
non-qualified stock option of 140,000 shares to a non-employee, and approved the
grant of 159,675 shares to a non-employee for services rendered at fair market
value. All option grants and share grants were at the weighted average fair
market value at the time of services rendered or the fair market value on the
date of grant.
On February 9, 2000 the Company loaned a non-employee shareholder $300,000 for
the purpose of investing in a business venture. The loan is secured by 800,000
shares of zebramart.com, Inc. common stock. The loan calls for the non-employee
to repay the loan in six months or for the Company to convert the loan to a 25%
interest in the related business venture and retain the underlying security.
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ZEBRAMART.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 1, 2000 AND APRIL 3, 1999
On February 14, 2000 the Board approved a stock option to a non-employee for
572,025 shares for services rendered at fair market value. The shares were
related to the reserve pool at December 31, 1999.
NOTE E - LITIGATION
The Company is a defendant in a lawsuit filed by one of its former employees for
breach of an alleged employment agreement. The Company intends to contest the
case vigorously, and management does not believe that the pending lawsuit will
have a material adverse effect on its business or financial condition.
NOTE F - SUBSEQUENT EVENTS
On April 26 the Company reached a proposed agreement with certain founding
shareholders that call for the return of 187,701,342 their common shares in
exchange for options (at fair market value) to purchase 30,000,000 shares of
common stock.
On May 8, the Company entered into a letter of intent with MyFavoriteShoe.com to
merge that Company into zebramart.com, inc. MyFavoriteShoe.com will exchange all
of their shares for approximately 60,000,000 shares of zebramart.com, inc.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Report on Form 10-Q contains forward-looking statements, which include our
future expectations, hopes, intentions, beliefs and strategies. Such
forward-looking statements include, but are not limited to, our anticipated
expense levels for web site development, business development, marketing and
general and administrative operations; the amount of and specific uses of
anticipated capital expenditures; and expectations regarding liquidity and
adequacy of cash resources. Actual results could differ materially from those
projected in any forward-looking statements for the reasons detailed below under
the sub-heading "Factors That May Affect Future Operating Results" and in other
sections of this Report on Form 10-Q. All forward-looking statements included in
this Form 10-Q are based on information available to us on the date of this
Report on Form 10-Q, and we assume no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
projected in the forward-looking statements. See "Factors That May Affect Future
Operating Results" below, as well as such other risks and uncertainties as are
detailed in our Securities and Exchange Commission reports and filings for a
discussion of the factors that could cause actual results to differ materially
from the forward-looking statements.
The following discussion should be read in conjunction with the audited
consolidated financial statements and the notes thereto filed on form 8-K filed
with the Securities and Exchange Commission on May 10, 2000.
OVERVIEW
zebramart is an Internet retailer currently offering a members-only shopping
club. Current membership programs include an introductory free membership
(Silver Level) and a fee membership (Gold Level). Our limited revenue is
currently derived from the sale of memberships and the sale of products. The
company operates in the luxury goods sector of Internet retail, and the focus is
on a demographic group aged between 34 and 54 with annual household incomes of
$75,000 or higher. This is a very crowded market segment with competition coming
from companies that do not charge a membership fee and that discount their
products.
zebramart has two distinguishing programs that we believe will allow the Company
to aggressively compete with organizations, which are larger and may be better
financed. The membership-acquisition program is a B2B2C model, aimed at creating
alliances with businesses, organizations and web communities that have large
numbers of members that share our target demographics. Our research has
indicated that our revenue-sharing program is very attractive to our alliance
members. The majority of the groups we have approached have
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warmly received our program, and its presentation has resulted in either letters
of intent or proceeding directly to contract negotiation. We will introduce
customers into our systems in phases so as to not degrade system performance. We
are sensitive to the needs of our alliances, and we intend to make every effort
to exceed the expectations of our members and alliance partners.
The customer loyalty program encompasses points for purchases that can be
redeemed for merchandise on our web site and frequent flyer programs. We are
developing additional opportunities for point redemption that may include
charitable donations, converting points into the Company's common stock and the
addition of travel and concierge services.
In view of the rapidly evolving nature of our business and our limited operating
history, we believe that period-to-period comparisons of our revenues and
operating results, including our gross margin and operating expenses as a
percentage of total revenues, are not meaningful and should not be relied upon
as indications of future performance.
RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 1, 2000 and APRIL 3, 1999
The Company started web operations on December 1, 1999. Business development
efforts were started in earnest April 3, 2000. When comparing the first quarter
2000 with 1999, the comparison is with pure development stage and limited
operational stage.
Salaries, Employee Benefits, and Professional Service fees accounted for 80
percent and 65 percent of operating expenses in 2000 and 1999 respectively.
Organizational expense includes the cash used to acquire Royal Acquisitions,
Inc.
LIQUIDITY AND CAPITAL RESOURCES
Our cash, cash equivalents and short-term investments decreased by $3 million
from approximately $3.4 million at December 31, 1999 to $.4 million at April 1,
2000. This decrease is primarily due to our net loss of $1.5 million incurred
during the three months ended April 1, 2000 as well as capital expenditures of
$1.1 million and a loan to a related business venture.
Net cash used in our operating activities was approximately $1.6 million for the
three months ended April 1, 2000 as compared to $.1 million for the three months
ended April 3, 1999.
Current cash consumption has resulted in several initiatives designed to reduce
cash outflow and to encourage additional investment and loans to the Company.
There can be no guarantee that these efforts will be successful.
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RECENT DEVELOPMENTS
On May 8, 2000 the Company signed a letter of intent to merge with
MyFavoriteShoe.com. MyFavoriteShoe is an Internet retailer currently offering
high quality men's footwear and accessories. We believe this transaction will
create business synergies and increase our access to capital. The Company has
expanded its strategy from a single Internet retailing concept to multiple
business units. These business units focus on different retail concepts, which
serve the same demographic customer base and provide business services for those
retail sectors.
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
CAUTIONARY STATEMENTS AND RISK FACTORS
The following discussion of aspects of the Company's business also
constitutes a cautionary statement for purposes of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995.
The Company wishes to caution readers that the following important
factors, among others, in some cases have affected, and in the future could
affect, the Company's actual results and could cause the Company's actual
quarterly and annual consolidated results for 2000, and beyond, to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company.
In addition to the investment considerations listed herein, the effect
of economic conditions, product demand, competitive products, and other risks
should be considered carefully in evaluating the Company and our business. This
report contains certain forward-looking statements. The Company wants to advise
readers that actual results may differ substantially from such forward-looking
statements.
Forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from those expressed in or implied by
the statements, including, but not limited to, the following: the ability of the
Company to meet our cash and working capital needs, the ability of the Company
to successfully market our products, and other risks unforeseen by us at the
time.
WE HAVE A LIMITED OPERATING HISTORY, FEW TANGIBLE ASSETS, LIMITED REVENUES, AN
ACCUMULATED DEFICIT AND ANTICIPATE FUTURE LOSSES
Our business is still in the early stages of development. Accordingly,
we have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in the early
stages of development, particularly companies in new and rapidly evolving
markets such as on-line commerce. To address these risks, we must, among other
things:
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continue to expand our manufacturer channels and buyer resources
manage pricing risks
maintain our customer base and attract significant numbers of new customers
respond to competitive developments
implement and successfully execute our business and marketing strategy
continue to develop and upgrade our technologies and retailing services and
commercialize products and services incorporating such technologies
continue to develop and upgrade our transaction-processing systems
improve our website
provide superior customer service and order fulfillment
and attract, retain and motivate qualified personnel
There can be no assurance that we will be successful in addressing such
risks, and the failure to do so could have a material adverse effect on the
Company. Since inception of our predecessor LLC, we have incurred losses, for
the years ended December 31, 1998 and December 31, 1999, and the three months
ended April 1, 2000. As of April 1, 2000 we had an accumulated deficit of
$3,620,176. Our ability to achieve profitability depends primarily upon our
ability to generate and sustain substantially increased revenue levels. Our
current and future expense levels are based largely on our planned operations
and estimates of future revenues. Sales and operating results generally depend
on the volume of, timing of and ability to fulfill orders received, which are
difficult to forecast. Accordingly, any significant shortfall in revenues in
relation to our planned expenditures would have an adverse effect upon the
Company.
WE OPERATE IN A HIGHLY COMPETITIVE MARKET
The on-line commerce market is new, rapidly evolving and intensely
competitive. We expect competition in the on-line commerce market to intensify
even more in the future. Barriers to entry are minimal, and current and new
competitors can launch new sites at a relatively low cost. In addition, the
retail shopping industry is intensely competitive. We compete with a variety of
other companies, including traditional stores, non-traditional retailers, mail
order catalogs and other on-line retailers. Competitive pressures created by any
one of our competitors, or by our competitors collectively, could cause a
material adverse effect on us. We believe that the principal competitive factors
in our market are:
company name/brand recognition
selection
brand recognition of our products
personalized services
convenience
price
accessibility
customer service
quality of search tools
quality of site content
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reliability
speed and ease of order fulfillment
Many of our current and potential competitors have longer operating
histories, larger customer bases, greater company name/brand recognition and
significantly greater financial, marketing and other resources than us. In
addition, on-line retailers may be acquired by, receive investments from or
enter into other commercial relationships with larger, well-established and
well-financed companies as use of the Internet and other on-line based services
increases. Certain of our competitors may be able to secure merchandise from
manufacturers on more favorable terms, devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing or inventory availability
policies and devote substantially more resources to website and systems
development than us. Increased competition may result in reduced operating
margins, loss of market share and a diminished brand franchise. There can be no
assurance that we will be able to compete successfully against current and
future competitors. Further, as a strategic response to changes in the
competitive environment, we may from time to time make certain pricing, service
or marketing decisions or acquisitions that could have a material adverse effect
on us. New technologies and the expansion of existing technologies also may
increase the competitive pressures on us. Additionally, we may face periods of
intense price and marketing competition in the future.
WE ARE DEPENDENT ON STRATEGIC ALLIANCES TO HELP MARKET OUR BUSINESS
We currently rely on and can be expected in the foreseeable future to
rely on certain strategic alliances to attract shoppers to purchase our
products. Our ability to generate revenues from on-line commerce depends, among
other things, upon the increased traffic, purchases, advertising and
sponsorships that we expect to generate through our strategic alliances with
these and other companies. We are seeking to enter into long-term marketing
agreements with several large Internet search engines, guides and on-line
communities, as well as other strategic alliances, there also can be no
assurance that additional third-party alliances will be available to us on
acceptable commercial terms. Our inability to enter into new strategic alliances
or to maintain our existing strategic alliances could have a material adverse
effect on the Company.
WE RELY ON CERTAIN SUPPLIERS
Our relationships with merchandise manufacturers are important to our
business. Suppliers for our on-line store include manufacturers and a limited
number of distributors. Since we do not currently carry inventory, we rely on
rapid fulfillment of orders by our suppliers. There can be no assurance that our
current suppliers will continue to sell merchandise to us on current terms or
that we will be able to establish new or extend current supplier relationships
to ensure acquisition of merchandise in a timely and efficient manner and on
acceptable commercial terms. We rely on our suppliers to process and ship
merchandise directly to customers. We have limited control over the shipping
procedures of our suppliers, and shipments by these suppliers have at times been
subject to delays. Although most of the merchandise we sell carries a warranty
supplied by the manufacturer, we also provide a 30-day
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money back guarantee. If the quality of service provided by such suppliers falls
below a satisfactory standard or if our level of returns exceeds our
expectations, we will be materially adversely affected.
OUR CONTINUED SUCCESS WILL BE DEPENDENT, IN PART, ON OUR ABILITY TO ANTICIPATE
AND RESPOND TO MERCHANDISE TRENDS.
Our sales are dependent, in part, on the popularity of our merchandise.
Should consumer demand for the products of any key vendors decline, our
operating results could be adversely affected.
Our success depends, in part, on our ability to anticipate and respond
to changing merchandise trends, and consumer demands in a timely manner. For
example, if we miscalculate either the market for the merchandise offered on our
site or the purchasing habits of our customers, we may not generate the volume
of sales that we anticipate. Due to consumer ability to readily compare prices
between on-line retailers, the manufacturers of certain premium brand products
have chosen not to market these products over the Internet. Should we be unable
to obtain a variety of premium products or be limited in our ability to utilize
such products in our zebrapoints program, our business could be adversely
affected.
WE WILL NEED SIGNIFICANT ADDITIONAL FINANCING
In order to expand and develop our current business, we will need to
make significant capital expenditures. We expect to fund these expenditures
through further debt or equity financing and, to a lesser extent, through
internally generated funds. We cannot assure you, however, that we will succeed
in raising sufficient debt or equity financing on acceptable terms or in
generating sufficient funds. As of April 1, 2000 we had $415,850 in cash and
cash equivalents and as of April 15, 2000 we had approximately $1,700 in cash
and cash equivalents. In addition, we expect to require additional funds
to sustain and expand our sales and marketing activities and our strategic
alliances, particularly if there is a shift in the type of Internet services
that are developed and ultimately receive customer acceptance. Adequate funds
for these and other purposes on terms acceptable to the us, whether through
additional equity financing, debt financing or other sources, may not be
available when needed or may result in significant dilution to existing
stockholders. Furthermore, our lack of tangible assets to pledge could prevent
us from establishing a source for additional financing. There is no assurance
that such financing will be available in amounts or on terms acceptable to us.
WE MAY BE UNABLE TO MANAGE OUR GROWTH
To manage the expected growth of our operations and personnel, we will
be required to improve existing and implement new transaction-processing,
operational and financial systems, procedures and controls, and to expand, train
and manage our already growing employee base. While we continually evaluate the
adequacy of our systems and controls, there can be no assurance that our
accounting systems, purchasing systems, internal controls and management
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<PAGE> 19
information systems will continue to be adequate or that we will be able to
upgrade or reconfigure our systems and controls to respond to our growth. Should
sales continue to increase, we will have to find and train even more personnel
to staff our store operations and provide back office support. There is no
assurance that we will be able to hire or train the personnel we will need to
meet increased demand should it develop. Further, we will be required to
maintain and expand our relationships with various merchandise manufacturers,
distributors, Internet and other on-line service providers and other third
parties necessary to our business.
WE ARE DEPENDENT ON KEY PERSONNEL AND WILL NEED TO HIRE ADDITIONAL PERSONNEL
Our performance is substantially dependent on the continued services
and on the performance of our senior management and other key personnel. We have
not sought nor do we have in force "key man" life insurance on any employees.
Our performance also depends on our ability to retain and motivate our officers
and key employees. Competition for such personnel is intense. The loss of the
services of any of our executive officers or other key employees could have a
material adverse effect on the Company.
OUR OPERATING RESULTS ARE AFFECTED BY GENERAL ECONOMIC CONDITIONS AND ARE
SUBJECT TO QUARTERLY AND SEASONAL FLUCTUATIONS.
We expect to experience significant fluctuations in our future
quarterly operating results due to a variety of factors, many of which are
outside of our control. Factors that may adversely affect our quarterly
operating results include, without limitation,
our ability to retain existing customers, attract new
customers at a steady rate and maintain customer satisfaction
the mix of products we will sell and offer for sale
the announcement or introduction of new sites, services and
products by either us or our competitors
price competition in the industry
the level of use of the Internet and on-line services and rate
of consumer
acceptance of the Internet and other on-line services for the
purchase of consumer products such as those offered by us
our ability to upgrade and develop our systems and
infrastructure and attract new personnel in a timely and
effective manner
the level of traffic on our website
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<PAGE> 20
technical difficulties, system downtime or Internet blackouts
or brownouts
the amount and timing of operating costs and capital
expenditures relating to expansion of our business, operations
and infrastructure
the implementation of strategic alliances
the level of merchandise returns we experience
governmental regulation
general economic conditions and economic conditions specific
to the Internet and on-line commerce
We expect to experience seasonality in our business, reflecting a
combination of seasonal fluctuations in Internet usage and traditional retail
seasonality patterns. Internet usage and the rate of Internet growth may be
expected to decline during the summer. Further, sales in the traditional retail
industry are significantly higher in the fourth calendar quarter of each year
than in the preceding three quarters.
WE MAY BECOME SUBJECT TO SALES, USE AND OTHER TAXES
Except in certain limited cases, we do not currently collect sales, use
or other similar taxes for shipments of goods into states other than Georgia.
However, the Federal government or one or more states may seek to impose sales
tax collection obligations on out-of-state companies, which engage in on-line
commerce. Additionally, any new operation in states outside of Georgia could
subject shipments into such states to state sales taxes under current or future
laws.
WE ARE DEPENDENT ON THE CONTINUED GROWTH OF ON-LINE COMMERCE.
Our future revenues and future profits are substantially dependent upon
the widespread acceptance and use of the Internet and on-line services as an
effective medium of commerce by consumers. Rapid growth in the use of and
interest in the Internet is a recent phenomenon, and demand and market
acceptance for recently introduced services and products over the Internet are
subject to a high level of uncertainty. We rely on consumers who have
historically used traditional means of commerce to purchase merchandise. For us
to be successful, these consumers must accept and utilize new ways of conducting
business and exchanging information. Moreover, critical issues concerning the
commercial use of the Internet, such as ease of access, security, reliability,
cost and quality of service, remain unresolved and may affect the growth of
Internet use or the attractiveness of conducting commerce on-line. In addition,
the Internet and on-line services may not be accepted as a viable commercial
marketplace by many consumers for a number of reasons, including potentially
inadequate
20
<PAGE> 21
development of the necessary network infrastructure or delayed development of
enabling technologies and performance improvements. To the extent that the
Internet and on-line services continue to experience significant growth, there
can be no assurance that the infrastructure of the Internet and on-line services
will prove adequate to support increased user demands. In addition, the Internet
or on-line services could lose their viability or attractiveness due to delays
in the development or adoption of new standards and protocols required to handle
increased levels of Internet or on-line service activity or changes in tax
policy. Changes in or insufficient availability of telecommunications services
to support the Internet or on-line services also could result in slower response
times and adversely affect usage of the Internet and on-line services generally
and us in particular.
WE ARE SUBJECT TO POSSIBLE ON-LINE COMMERCE SECURITY RISKS
We rely on encryption and authentication technology licensed from third
parties to provide the security and authentication necessary to effect secure
transmission of confidential information, such as customer credit card numbers.
Future advances in computer capabilities, new discoveries in the field of
cryptography, or other events or developments could possibly result in a
compromise or breach of the algorithms we use to protect customer transaction
data. A party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our operations.
We may be required to expend significant capital and other resources in the
future to protect against such security breaches or to alleviate problems caused
by such breaches. To the extent our activities or the activities of third-party
contractors involve the storage and transmission of proprietary information,
such as credit card numbers, security breaches could damage our reputation and
expose us to a risk of loss or litigation or other possible liability which
could have a material adverse effect on us.
WE MAY BE SUBJECT TO GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES
We are not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to the access of on-line
commerce. However, due to the increasing popularity and use of the Internet and
other on-line services, it is possible that a number of laws and regulations may
be adopted with respect to the Internet or other on-line services covering
issues such as user privacy, pricing, content, copyrights, distribution, and
characteristics and quality of products and services. Furthermore, the growth
and development of the market for on-line commerce may prompt more stringent
consumer protection laws that may impose additional burdens on those companies
conducting business on-line. The adoption of any additional laws or regulations
may decrease the growth of the Internet or other on-line services, which could,
in turn, decrease the demand for our products and services and increase our cost
of doing business. Moreover, the applicability to the Internet and other on-line
services of existing laws in various jurisdictions governing issues such as
property ownership, sales and other taxes and personal privacy is uncertain and
may take years to resolve.
WE ARE SUBJECT TO THE RISK OF CAPACITY CONSTRAINTS AND RELY ON
TRANSACTION-PROCESSING SYSTEMS DEVELOPED BY THIRD PARTIES
21
<PAGE> 22
The satisfactory performance, reliability and availability of our store
on the Internet, including our transaction-processing systems and network
infrastructure are critical to our reputation and our ability to attract and
retain customers and maintain adequate customer service levels. Our revenues
depend on the number of visitors who shop at our store on the Internet and the
volume of orders we fulfill. Any system interruption that results in the
unavailability of our store on the Internet or reduced order fulfillment
performance would reduce the volume of goods sold and the attractiveness of our
product offerings. As our sales volume grows, we can be expected to need to make
significant upgrades to the capacity of our Internet store in order to handle
thousands of simultaneous shoppers. Our inability to procure additional software
and hardware or to further develop and upgrade our existing technology,
transaction-processing systems or network infrastructure to accommodate
increased traffic on our Internet site or increased sales volume through our
transaction-processing systems may cause unanticipated system disruptions,
slower response times, degradation in levels of customer service and impaired
quality and speed of order fulfillment.
WE ARE SUBJECT TO THE RISK OF SYSTEM FAILURES
Our ability to successfully receive and fulfill orders and provide
high-quality customer service largely depends on the efficient and uninterrupted
operation of our computer and communications hardware systems. Our systems and
operations may be vulnerable to damage or interruption from fire, flood, power
loss, telecommunications failure, break-ins, earthquake and similar events. We
presently have very limited redundant systems. We also do not have a formal
disaster recovery plan and do not carry any business interruption insurance.
Despite the implementation of network security measures, our servers are
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions, which could lead to interruptions, delays, loss of data or the
inability to accept and fulfill customer orders.
OUR SUCCESS WILL DEPEND ON OUR ABILITY TO ADAPT TO RAPID TECHNOLOGICAL CHANGE
To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of our on-line store. The Internet
and the on-line commerce industry are characterized by rapid technological
change, changes in user and customer requirements and preferences, frequent new
product and service introductions embodying new technologies and the emergence
of new industry standards and practices that could render our existing Internet
store and our proprietary technology and systems obsolete. Accordingly, our
success will depend, in part, on our ability to license leading technologies
necessary or useful in our business, enhance our existing services, develop new
services and technology that address the increasingly sophisticated and varied
needs of our prospective customers, and respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis.
The development of a store on the Internet and other proprietary technology
entails significant technical and business risks. There can be no assurance that
we will be able to successfully use
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new technologies effectively or adapt our site, proprietary technology and
transaction-processing systems to customer requirements or emerging industry
standards.
WE WILL HAVE SUBSTANTIAL SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE RESALE
The sale or availability for sale of substantial amounts of our common
stock could adversely affect any market for the common stock and the price for
such stock, and could impair our ability to raise additional capital through the
sale of our securities.
In addition to the number of shares of common stock currently
outstanding, which may be available for future resale, the existence of a
substantial number of derivative securities, such as options or warrants, may
also adversely affect any market for the common stock, the price for such stock,
and could impair the Company's ability to raise additional capital through the
sale of our equity securities. Additionally, we expect to adopt equity based
incentive compensation plans for our employees.
THERE IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK AND THE TRADING PRICES FOR
OUR COMMON STOCK MAY BE VOLATILE.
ZMRT's common stock is traded on the NASDAQ Over-the-Counter Bulletin
Board ("OTCBB") under the symbol ZMRT.
ZMRT has not filed a registration statement with the Securities and
Exchange Commission and has not been a reporting company under the Securities
Exchange Act of 1934. The Nasdaq Stock Market has implemented a change in its
rules requiring all companies trading securities on the OTCBB to be registered
as reporting companies. The Company is required to become a reporting company by
the close of business on March 23, 2000 or no longer be listed on the OTCBB.
ZMRT has effected the merger with Royal Acquisitions, Inc. and has become a
successor issuer thereto in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market. No assurance can be given
that an active trading market in the Company's securities will be sustained if
it is able to retain its listed status.
PENNY STOCK REGULATION
The Company's common stock may be deemed a penny stock. Penny stocks
generally are equity securities with a price of less than $5.00 per share other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq Stock Market, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system. The Company's securities may be subject to "penny stock rules" that
impose additional sales practice requirements on broker-dealers who sell such
securities to
23
<PAGE> 24
persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock rules"
require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell the Company's
securities. The foregoing required penny stock restrictions will not apply to
the Company's securities if such securities maintain a market price of $5.00 or
greater. There can be no assurance that the price of the Company's securities
will reach or maintain such a level.
24
<PAGE> 25
PART 2
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
Current Report on Form 8-K dated March 6, 2000 - reporting the
assumption by zebramart.com of the reporting obligations of Royal
Acquisitions, Inc. and a description of zebramart.com's business.
Current Report on Form 8-K dated March 6, 2000 - reporting audited
Balance Sheets of zebramart.com as of December 31, 1999 and 1998, and
audited Statements of Operations, Statements of Stockholders' in Equity
and Statements of Changes in Cash Flows, in each case for the fiscal
year ending December 31, 1999 and for the period beginning on January
15, 1998 and ending on December 31, 1999.
25
<PAGE> 26
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.
ZEBRAMART.COM, INC.
Date: May 16, 2000 By: /s/ Roger Haggerty
----------------------------------------
Roger Haggerty
Chief Financial Officer
(principal financial and
accounting officer)
26
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
APRIL 1, 2000 ZEBRAMART.COM, INC. FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> APR-01-2000
<CASH> 15,850
<SECURITIES> 400,000
<RECEIVABLES> 878
<ALLOWANCES> 0
<INVENTORY> 31,055
<CURRENT-ASSETS> 31,705
<PP&E> 1,467,276
<DEPRECIATION> (81,394)
<TOTAL-ASSETS> 2,173,340
<CURRENT-LIABILITIES> 147,751
<BONDS> 0
0
0
<COMMON> 3,512
<OTHER-SE> 2,005,254
<TOTAL-LIABILITY-AND-EQUITY> 2,173,340
<SALES> 4,840
<TOTAL-REVENUES> 4,840
<CGS> 5,814
<TOTAL-COSTS> 1,371,802
<OTHER-EXPENSES> 200,404
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,372
<INCOME-PRETAX> (1,571,644)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,571,644)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,571,644)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
