<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(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
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER 0-7722
INTERNETMERCADO.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1034587
(STATE OF OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2329 SOUTH PURDUE AVE
LOS ANGELES, CALIFORNIA
90064
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
NUMEX CORPORATION
(FORMER NAME OF REGISTRANT)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 914-3007
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.10 PER SHARE
INDICATE BY CHECKMARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORT(S)), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES /X/ NO / /
Registrant had 16,650,601 shares of Common Stock, $.10 par value per share,
outstanding as of November 6, 2000.
Transitional Small Business Disclosure Format: YES / / NO /X/
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERNETMERCADO.COM, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30
2000 March 31
(Unaudited) 2000
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash $ 225,849 $ 1,252,317
Accounts receivable, net of allowance
for doubtful accounts of $20,242
and $20,242, respectively 730,924 417,071
Capitalized production costs 214,388 262,148
------------ ------------
Total current assets 1,171,161 1,931,536
Property and equipment, net of accumulated
depreciation and amortization
of $259,441 and $225,198, respectively 641,513 420,407
Goodwill, net of amortization of $43,789
and $21,895 respectively 306,526 350,315
Deferred loan cost, net 87,000 105,000
Deposits 90,961 41,441
Other assets 14,591 32,545
------------ ------------
Total Assets $ 2,311,752 $ 2,881,244
============ ============
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current liabilities
Accounts payable $ 1,764,184 $ 982,386
Accrued expenses 29,204 23,652
Due to a shareholder 140,000 0
Deferred revenues 896,795 541,888
Current portion of note payable 83,766 96,869
Current portion of capital lease obligations 28,199 28,199
------------ ------------
Total current liabilities 2,942,148 1,672,994
------------ ------------
Long-term portion of notes payable 2,439,594 2,439,594
Other liabilities 0 146,400
Capital lease obligations, net of current portion 72,251 108,582
------------ ------------
Total liabilities 5,453,993 4,367,570
------------ ------------
Minority interest 419,061 743,894
------------ ------------
Shareholders' deficit
Preferred stock; $1.00 par value, 104,900 115,600
15,000,000 shares authorized
115,600 shares issued and
outstanding at March 31, 2000; 104,900
shares issued and outstanding at
September 30, 2000
Common stock, $0.10 par value, 50,000,000 1,670,845 1,633,680
shares authorized;
16,414,309 shares issued
and 16,336,800 outstanding at March 31,
2000; 16,708,438 shares issued and
16,630,929 outstanding at
September 30, 2000
Additional paid-in-capital 9,044,088 8,724,684
Accumulated deficit (14,285,885) (12,608,934)
Treasury stock, at cost, 77,509 shares
at March 31, 2000 and September 30, 2000 (7,750) (7,750)
Note Receivable (87,500) (87,500)
------------ ------------
Total shareholders' deficit (3,561,302) (2,230,220)
------------ ------------
$ 2,311,752 $ 2,881,244
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
1
<PAGE>
INTERNETMERCADO.COM, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 2000 1999 2000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $ 1,325,200 $ 1,429,156 $ 2,806,997 $ 3,578,620
Cost of sales 836,920 1,141,378 1,956,891 3,047,260
------------ ------------ ------------ ------------
Gross profit 488,280 287,778 850,106 531,360
Technology and web-site development 0 50,212 0 248,785
Selling, general and administration expenses 1,152,893 869,764 2,587,130 2,145,533
------------ ------------ ------------ ------------
Loss from operations (664,613) (632,198) (1,737,024) (1,862,958)
------------ ------------ ------------ ------------
Other income (expense)
Other income 0 (38,836) 55,000 16,836
Interest expense, net (34,162) (67,252) (56,552) (155,662)
------------ ------------ ------------ ------------
Total other expense (34,162) (106,088) (1,552) (138,826)
------------ ------------ ------------ ------------
Loss before minority interest (698,775) (738,286) (1,738,576) (2,001,784)
Minority interest in loss of consolidated subsidiary 0 84,495 0 324,833
------------ ------------ ------------ ------------
Net loss (698,775) (653,791) (1,738,576) (1,676,951)
Cumulative dividend on preferred stock 0 65,563 0 65,563
Deemed dividend on cumulative preferred stock 0 0 1,728,107 0
------------ ------------ ------------ ------------
Net loss applicable to common stock $ (698,775) $ (719,354) $ (3,466,683) $ (1,742,514)
============ ============ ============ ============
Basic and diluted loss per common share $ (0.05) $ (0.04) $ (0.24) $ (0.11)
============ ============ ============ ============
Weighted average number of common shares
outstanding used to calculate basic and diluted
loss per common share 15,068,508 16,453,256 14,610,512 16,453,256
============ ============ ============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
2
<PAGE>
INTERNETMERCADO.COM, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six months
ended September 30th
1999 2000
(Unaudited) (Unaudited)
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net loss $ (1,738,576) $ (1,676,951)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 69,865 112,653
Minority interest's share of loss in subsidiary 0 (324,833)
Employee compensation paid in common stock 120,978 0
Officer compensation paid in common stock 0 22,969
Finder's fee paid in common stock 371,094 0
Loan Interest paid in common stock 76,500
Changes in operating assets and liabilities:
Accounts receivable (191,769) (295,899)
Capitalized production costs (33,604) 47,760
Deferred loan cost 0 18,000
Accounts payable and accrued expenses 252,256 927,351
Deferred revenues (405,307) 354,907
Deposits (4,436) (49,520)
------------ ------------
Net cash provided used in operating activities (1,559,499) (787,063)
------------ ------------
Cash flows from investing activities
Purchase of trade-mark (12,000) 0
Purchase of fixed assets (47,873) (289,970)
Acquisition of business 185,441 0
------------ ------------
Net cash provided by (used in) investing activities 125,568 (289,970)
------------ ------------
Cash flows from financing activities
Repayment on bank line of credit (1,800,000) 0
Repayment on note payable (94,250) (13,103)
Payments for obligations under capital leases (9,230) (36,332)
Proceeds from issue of common stock in subsidiary 0 100,000
Net proceeds from issue of preferred stock 3,319,500 0
Net proceeds from exercise of warrants 1,875 0
------------ ------------
Net cash provided by financing activities 1,417,895 50,565
------------ ------------
Net decrease in cash (16,036) (1,026,468)
Cash, at beginning of the period 85,086 1,252,317
------------ ------------
Cash, at end of period $ 69,050 $ 225,849
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
3
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
ORGANIZATION AND BUSINESS
InternetMercado.com, Inc. (the "Company") was incorporated under the laws of the
State of Delaware in August 1980. The Company changed its name from Numex
Corporation to InternetMercado.com, Inc. on September 27, 2000.
The Company provides direct marketing services targeting the US Hispanic
community as well as retention marketing programs for major marketers. The
Company's clients include national and regional advertisers who are focused
on the Hispanic market. The Company's programs are built around its
proprietary door-to-door distribution program, La Bolsita, and its
publications. La Bolsita (translation: the little bag) reaches close to three
million Hispanic households across the US, as determined by a sophisticated
analysis of census tract data. This distribution program provides
opportunities for marketers to distribute coupons, retail inserts and product
samples on a door-to-door basis.
The Company also specialized in high-impact print and electronic
communications programs that are custom designed to meet each client's unique
marketing objectives. Since 1990, the Company has successfully focused on the
areas of technology, entertainment, healthcare and retail by creating and
publishing value-added custom publishing programs that attract new customer
and enrich and enhance relationships with existing customers for major
marketers. Each program focuses on retention marketing and is designed to
help build customer loyalty. The Company has demonstrated an ability to grow
with its clients as well as develop new products and clients.
INTERNETMERCADO COMMERCE CORPORATION ("IMCC"):
IMCC is a majority owned subsidiary of the Company. The business objective of
IMCC is to sell business-to-business solutions that provide marketers with
scalable customer acquisition solutions in the US Hispanic Market. IMCC will
serve as a US Hispanic market intermediary by planning and implementing
integrated media campaigns and interactive marketing solutions that target
on-line and off-line Hispanic consumers on a turnkey basis. Its target customers
are both offline companies interested in reaching Hispanics online as well as
Internet companies/marketers who want to scale quickly and use their resources
efficiently by building their brands, mining their databases and maximizing
their US Hispanic marketing effectiveness.
Management believes that IMCC has an opportunity to capitalize on the Company's
media presence in the Hispanic market to leverage its marketing solutions for
its clients. The Hispanic market is one of the fastest-growing internet and
e-commerce segments. Forrester Research estimates that by the end of 2000,
approximately 43% of U.S. Hispanic households will own computers. The Selig
Center for Economic Growth estimates US Hispanic spending was $383 billion in
1999, with growth at an annual rate of 7.5%, compared to 4.9% for the rest of
the U.S. Population. The Nazca Saatchi and Saatchi Latin American Internet Use
Study reported that Hispanic cybershoppers now spend an average of $547 online
per year and purchase at least six times on the internet.
The business model of IMCC is relatively unproven. Successful implementation of
the business plan for IMCC will depend on a number of factors, including the
Company's ability to obtain financing in the form of debt, equity or a
combination thereof. To the extent that the Company is unable to obtain
sufficient funds, all or part of the Company's strategy in building the new
business will be curtailed or modified. The Company is actively seeking such
financing. To date, however, the Company has not received any binding
commitments for financing, and no assurance can be given that such financing
will be obtained on reasonable terms, or at all. Additionally, as with most
start-up operations, successful implementation will depend on client acceptance
of the IMCC business model and execution of the business plan. The Company's
management will monitor on a continuing basis the IMCC business to determine its
viability in view of the resources available and market acceptance of its
services.
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10QSB and Article 10 of
Regulation S-X. All significant inter-company accounts and transactions have
been eliminated in consolidation.
The unaudited consolidated condensed financial statements do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. All of the financial statements were prepared
on the accrual basis of accounting. In the opinion of the management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for fair presentation have been included. Operating results for the six months
period ended September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ending March 31,
4
<PAGE>
2001. For further information, refer to the audited financial statements of the
Company for the year ended March 31, 2000 in its Form 10KSB.
NOTE 2 - RELATED PARTY
The Company is negotiating with a company related to a director of the Company
for the assignment of the remaining term of a sub-lease for one of the Company's
office premises and the Company had received a deposit of $140,000, from the
director.
NOTE 3 - EARNINGS PER SHARE
During the three-month period September 30, 2000 and 1999, the Company incurred
a loss from operations. Accordingly, all potentially dilutive incremental shares
are anti-dilutive and were therefore excluded from the computations of EPS.
NOTE 4 - GOING CONCERN
The accompanying consolidated condensed financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has had recurring losses, has periodically
experienced significant continuing liquidity problems, and has financed its
operations from the sale of its securities and short/long term debt. As a result
of these factors, the Company's independent certified public accountants have
expressed substantial doubt about the Company's ability to continue as a going
concern.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the Company's
condensed consolidated financial statements and the notes thereto appearing
elsewhere in this Form 10-QSB. Certain statements contained herein that are not
related to historical results, including, without limitation, statements
regarding the Company's business strategy and objectives, future financial
position, expectations about pending litigation and estimated cost savings, are
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act") and involve risks and uncertainties. Although the
Company believes that the assumptions on which these forward-looking statements
are based are reasonable, there can be no assurance that such assumptions will
prove to be accurate and actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, regulatory
policies, competition from other similar businesses, and market and general
economic factors. All forward-looking statements contained in this Form 10-QSB
are qualified in their entirety by this statement.
INTRODUCTION:
The Company changed its name from Numex Corporation to InternetMercado.com, Inc.
on September 27, 2000.
On April 12, 1999, InternetMercado.com, Inc. (the "Company") acquired all of the
outstanding stock of Jeffrey A. Stern & Associates, Inc. ("JSA"), in exchange
for 3,046,875 shares of common stock in the Company (the "JSA Acquisition"). For
accounting purposes, the JSA Acquisition is treated as a re-capitalization of
JSA with JSA as the acquirer (reverse acquisition). Accordingly, the discussion
below provides information solely with respect to the results of operations of
JSA. In connection with the JSA Acquisition, JSA acquired the minority interest
in JSA Communications, LLC in exchange for 106.09 shares in JSA. JSA
Communications LLC was subsequently merged with JSA. This transaction resulted
in goodwill of $437,893 being recorded in JSA's books.
JSA, which provides distributing and publishing services to various commercial
customers throughout the United States, was the remaining operating entity after
the merger. JSA is also engaged in publishing, circulating and selling
advertisements in its own print publications. Following the JSA Acquisition, the
Company also started the development of an e-commerce web site, with the
intention of leveraging its existing expertise in the Hispanic print market on
to the Internet. In the process of developing the e-commerce web site, the
Company realized that its principal strength is as an intermediary, helping
other Internet companies reach the Hispanic market. In view of this, the Company
is now attempting to provide business-to-business solutions that provide
marketers with scalable customer acquisition solutions in the US Hispanic
Market. The Company acts as an intermediary by planning and implementing
integrated media campaigns and interactive marketing solutions that target
on-line and off-line Hispanic consumers on a turnkey basis. So as to facilitate
the management of and the raising of capital for the interactive marketing
venture using the new media, a new subsidiary, InternetMercado Commerce
Corporation ("IMCC") was formed on November 3, 1999.
5
<PAGE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND THE SIX MONTHS ENDED SEPTEMBER
30, 2000 AND 1999:
Net sales for the six months ended September 30, 2000 and September 30, 1999
were $3,578,620 and $2,806,997, respectively. Net sales for the three months
ended September 30, 2000 and September 30, 1999 were $1,429,156 and
$1,325,200, respectively. The increases in net sales for the six months ended
September 30, 2000 and the three months ended September 30, 2000 compared to
corresponding periods in the previous fiscal years of $771,623 and $103,956,
respectively, were attributed mainly to higher revenues from the Company's
publishing business.
Cost of sales were $3,047,260 and $1,956,891 for the six months ended
September 30, 2000 and September 30, 1999. As a percentage of revenues, cost
of sales for these periods accounted for 85.2% and 69.7% of net sales,
respectively. The higher cost of sales percentage resulted in gross profit of
$531,360 for the six months ended September 30, 2000, which was $318,746
lower than the gross profit of $850,106 for the same period last year.
Cost of sales were $1,141,378 and $836,920 for the three months ended September
30, 2000 and September 30, 1999, respectively. As a percentage of revenues, cost
of sales for the three months ended September 30, 2000 and September 30, 1999
accounted for 79.9% and 63.2% of net sales, respectively. The higher cost of
sales percentage for the current period resulted in the gross profit of $287,778
for the current period to be $200,502 lower than the gross profit of $488,280
for the same period last year.
The main expenditures that caused the high cost of sales in six and three months
periods ended September 30, 2000, when compared to the corresponding periods
last year, were the expenses incurred in the development of the InternetMercado
Magazine and the proprietary advertising and media programs introduced in the
previous year, which have not yet produced significant margins.
Selling and general and administration expenses decreased $441,597 or 17.1% for
the six months ended September 30, 2000 when compared to the same period last
year. For the three months ended September 30, 2000, these expenses decreased
$283,129 or 25.0% when compared to the same period last year. The decreases were
primarily due to one-time expenses incurred in fiscal year 2000, in respect of
the JSA Acquisition and a private placement of equity security, including
finder's and legal fees and certain employee compensation. The employee
compensation included the value of the shares of common stock of JSA that were
issued to certain employees of JSA prior to the JSA Acquisition and the salaries
paid to the Company's Non-executive Chairman who resigned his position in August
1999.
Net interest expense for the six months ended September 30, 2000 and September
30, 1999 was $156,662 and $56,552, respectively. Net interest expense for the
three months ended September 30, 2000 was $67,252 compared to $34,162 for same
period last year. The higher interest expense for the fiscal year 2000 periods
was principally due to interest on the $1.5 million 3-year term loan that the
Company borrowed from Bastion Capital Fund LP on November 3, 1999.
During the six months ended September 30, 1999 the Company recorded a deemed
dividend of $1,728,107 on the 144,000 shares of Series B Preferred Stock issued
in private placement completed on April 12, 1999. This amount represents the
difference between the issue price of the shares of preferred stock and the
market value of the shares of common stock issuable upon conversion of the
shares of preferred stock, assuming that the shares of preferred stock were
converted into shares of common stock on the date of the private placement. The
Company also recorded cumulative dividend of $65,563 due to Series B Preferred
Stockholders.
The minority interest's share of the loss incurred by IMCC for the six months
and three months ended September 30, 2000 was $324,833 and $84,495,
respectively.
LIQUIDITY AND CAPITAL RESOURCES:
The accompanying consolidated condensed financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has had recurring losses, has periodically
experienced significant continuing liquidity problems, and has financed its
operations from the sale of its securities and short/long term debt. As a result
of these factors, the Company's independent certified public accountants have
expressed substantial doubt about the Company's ability to continue as a going
concern.
In February and March, 2000 IMCC received $1,500,000 and $1,000,000,
respectively, in equity financing for approximately 16% (fully diluted)
ownership of IMCC. The investors, Trust Company of the West and certain private
individuals, also received warrants to purchase 1,666,665 shares of common stock
in the Company. In connection with the same arrangement, in April 2000, the
Company
6
<PAGE>
received another $100,000 for approximately 0.5% (fully diluted) ownership of
IMCC. The investor also received warrants for 66,667 shares of common stock in
the Company.
The Company's total cash and cash equivalents on September 30, 2000 was
$225,849 compared to $69,050 on September 30, 1999.
Net cash used in operating activities during the six months ended September 30,
2000 was $787,063 compared to net cash used by operating activities of
$1,559,499 for the same period last year, a decrease of approximately $772,000.
The lower net cash used was primarily due to an increase in accounts payable by
$675,095 and Deferred Revenues by $760,214. Operating activities outflows for
the six months ended September 30, 2000 included the increase in accounts
receivable by $104,130, the increase in deposits by $45,084 and the IMCC's
minority interest's share of net loss of $324,833.
Investing activities used $289,970 during the six months ended September 30,
2000. During the six months ended September 30, 1999, investing activities
used $125,568. The investment expenditures for the current period were
primarily in respect of leasehold improvements expenditure for the Company's
office. For accounting purposes, the JSA Acquisition discussed above was
treated as a re-capitalization of JSA with JSA as the acquirer (reverse
acquisition).
Financing activities provided $50,565 during the six months ended September
30, 2000. The inflows were primarily the $100,000 received for the sale of
shares in IMCC. Financing activities provided $1,417,895 during the six
months ended September 30, 1999, which was primarily the balance of the net
proceeds of $3,319,500 from the April 1999 private placement mentioned above,
after repaying $1,800,000 of the $2,739,594 bank line of credit. The Company
also repaid $13,103 and $94,250 towards a note held by one of its vendors
during the six months ended September 30, 2000 and September 30, 1999,
respectively.
In September, 2000 the Company amended its Certificate of Incorporation,
increasing its authorized shares of Common Stock, $0.10 par value per share,
from 20,000,000 to 50,000,000 shares, and increasing its authorized shares of
Preferred Stock, $1.00 par value per share, from 10,000,000 to 15,000,000
shares.
The present operations and existing capital of the Company and its subsidiaries
are not expected to be sufficient to fund its current activities and new
interactive marketing, business to business venture. Accordingly, the Company
will have to rely upon additional external financing sources to meet its cash
requirements. Management will continue to seek additional funding in the form of
equity or debt, or a combination thereof to meet its cash requirements. However,
there is no guarantee the Company will raise sufficient capital to execute its
business plan. In the event that the Company is unable to raise sufficient
capital, its business plan will have to be substantially modified and its
operations curtailed or suspended. In view of the limited capital resources
available, management is assessing on a continuing basis its business plan and
is actively pursuing strategic alliances and/or a sale of parts of the Company's
business.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. EQUITY SECURITIES ISSUED DURING THE SIX MONTHS ENDED SEPTEMBER 30, 2000:
In April 2000, the Company issued warrants to purchase 66,667 shares of common
stock exercisable at $1.00 per share to as part of the consideration for the
$100,000 for 10 shares in IMMC
In June 2000, the Company issued 90,000 shares of common stock in the Company to
a director for consulting services provided in the 2000 fiscal year. This
expense was recorded in the 2000 fiscal year.
In June 2000, the Company issued 15,000 shares of common stock in the Company to
a director as compensation.
In September 2000, the Company issued 88,302 shares of common stock in the
Company to Bastion Capital Fund L.P. as loan interest payment.
All such issuances were made to accredited investors pursuant to Section 4(2) of
the Securities Act 1933, as amended.
7
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
None
(B) FINANCIAL DATA SCHEDULE
Exhibit 27
(C) REPORTS ON FORM 8-K
No reports were filed during the quarter ended September 30, 2000.
8
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SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNETMERCADO.COM, INC.
By /s/ JEFFREY A STERN
-----------------------------------
President & Chief Executive Officer
/s/ FELIX TELADO
-----------------------------------
Chief Financial Officer
Dated: November 14, 2000
9
