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UNITED STATES
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: August 31, 2000
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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 number: 0-9798
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DESIGNER & DECORATOR HOUSE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 95-2930683
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
5720 S. Arville, Suite 106, Las Vegas, Nevada 89118
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(Address of principal executive offices) (Zip Code)
(702) 320-9610
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(Registrant's telephone number, including area code)
Formerly World Collectibles, Inc.
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
YES X NO ___
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Applicable only to issuers involved in bankruptcy
proceeding 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 a court.
YES X NO ___
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
8,870,370 shares of Common Stock, $0.01 par value, as of January 5, 2001
Transitional Small Business Disclosure Format (check one):
YES ___ NO X
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DESIGNER & DECORATOR HOUSE, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DESIGNER & DECORATOR HOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AUGUST 31, 2000 (unaudited)
ASSETS
CURRENT ASSETS
Inventory $ 290,258
Advance to employee 6,500
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TOTAL CURRENT ASSETS 296,758
PROPERTY AND EQUIPMENT, net 26,996
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TOTAL ASSETS $ 323,754
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $ 26,800
Accounts payable and accrued expenses 172,172
Note payable 90,000
Income taxes payable 5,067
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TOTAL LIABILITIES 294,039
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SHAREHOLDERS' EQUITY
Common stock, $0.001 par value; authorized - 50,000,000 shares,
issued and outstanding - 8,820,370 shares 8,820
Additional paid in capital 1,952,391
Accumulated deficit (1,931,496)
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TOTAL SHAREHOLDERS' EQUITY 29,715
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 323,754
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See accompanying Notes to Financial Statements.
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DESIGNER & DECORATOR HOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>
Six Months
Ended Three Months Ended
August 31, 2000 August 31, 2000
--------------- ------------------
<S> <C> <C>
SALES $1,233,728 $ 636,281
COST OF GOODS SOLD 678,304 348,513
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GROSS PROFIT 555,424 287,768
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COSTS AND EXPENSES
Operating expenses 138,974 90,944
Selling, general and administrative 374,607 184,616
Depreciation 3,561 2,061
Interest expense 4,500 1,875
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TOTAL EXPENSES 521,642 279,496
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NET INCOME BEFORE PROVISION FOR INCOME TAXES 33,782 8,272
PROVISION FOR INCOME TAXES 5,067 243
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NET INCOME $ 28,715 $ 8,029
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WEIGHED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 8,820,370 8,820,370
========== ==========
BASIC AND DILUTED EARNINGS PER SHARE $ 0.003 $ 0.001
========== ==========
</TABLE>
See accompanying Notes to Financial Statements.
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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR PERIOD FEBRUARY 28, 2000 TO AUGUST 31, 2000 (unaudited)
<TABLE>
<CAPTION>
Common Stock Additional Retained
Shares Amount Paid in Capital Earnings Total
---------- ------------ ---------------------------------- ----------
<S> <C> <C> <C> <C> <C>
Balance, February 28, 2000 50,000,000 $ 50,000 $1,141,299 $(1,962,221) $(768,912)
Reverse stock split 370,370 (49,630) 49,630 (1,960,211) 0
Issuance of 6,450,000 shares in
exchange for 64,500 shares of WCIN 6,450,000 6,450 (7,450) (1,000)
Issuance of 2,000,000 shares to cancel debt 2,000,000 2,000 485,448 487,448
due to a former officer and shareholder
Forgiveness of accrued salaries
due to a former officer and shareholder 283,464 283,464
Net income 28,715 28,715
---------- ------------ ----------- ------------ ----------
Balance, August 31, 2000 8,820,370 $(1,931,496) $1,952,391 $(1,931,496) $ 29,715
========== ============ =========== ============ ==========
</TABLE>
See accompanying Notes to Financial Statements.
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DESIGNER & DECORATOR HOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months
Ended August
31, 2000
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(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net income $ 28,715
Adjustments:
Depreciation 3,561
Changes in operating assets and liabilities:
Inventory (290,258)
Accounts payable and accrued expenses 172,172
Income taxes payable 5,067
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NET CASH USED IN OPERATING ACTIVITIES (80,743)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (30,557)
Advance to employee (6,500)
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NET CASH USED IN INVESTING ACTIVITIES (37,057)
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CASH FLOWS FROM FINANCING ACTIVITIES
Note payable 90,000
Proceeds from sale of common stock 1,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES 91,000
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NET INCREASE IN CASH (26,800)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 0
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CASH AND CASH EQUIVALENTS, END OF THE YEAR $ (26,800)
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NON-CASH TRANSACTIONS
Issuance of 2,000,000 shares of common stock
to cancel debt due to a former officer and shareholder $ 485,448
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Forgiveness of accrued salaries due to a former officer and shareholder $ 283,464
==========
</TABLE>
See accompanying Notes to Financial Statements.
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NOTE 1 - BASIS OF PRESENTATION
The interim consolidated financial statements presented have been prepared by
Designer & Decorator House, Inc., formerly World Collectibles, Inc. (the
"Company"), without audit and, in the opinion of management, reflect all
adjustments of a normal recurring nature necessary for a fair statement of (a)
the results of operations and shareholders' equity for the six and three months
ended August 31, 2000; (b) the financial position at August 31, 2000; and (c)
the cash flows for the six months ended August 31, 2000. Interim results are not
necessarily indicative of results for a full year.
The financial statements and notes are condensed as permitted by Form 10-QSB
and do not contain certain information included in the annual financial
statements and notes of the Company. The consolidated financial statements and
notes included herein should be read in conjunction with the financial
statements and notes included in the Company's audited financial statements for
the period ended July 31, 2000 in the Company's Form 8-K/A.
In July 2000, pursuant to the terms of a Merger Agreement and Plan of
Reorganization ("Merger Agreement"), World Collectibles, Inc., a Nevada
corporation ("WCIN"), merged (the "Merger") with and into World Collectibles
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the
Company. Pursuant to the Merger Agreement, shareholders of WCIN exchanged their
shares for shares of common stock of the Company at the rate of 100 shares of
common stock of the Company for each one share of WCIN.
For accounting purposes, the Merger has been treated as an acquisition of the
Company by WCIN. The historical financial statements of the Company prior to the
acquisition are those of WCIN even though they are labeled as those of the
Company. The Company did not have significant operations before the Merger,
which, for financial statement purposes, was effective March 1,2000. The
historical shareholders' equity (deficiency) of the Company prior to the merger
was eliminated against its additional paid-in capital. Accumulated earnings of
WCIN was carried forward after the acquisition. Operations prior to the Merger
are those of Medical Monitors, Inc. and operations subsequent to the Merger are
those of WCIN and, therefore, for quarterly filing purposes, the information
contained in this 10-Q cannot be compared to those in the Company's Form 10-K.
NOTE 2 - SHAREHOLDERS' EQUITY
In connection with the Merger (a) a reverse stock split was effected whereby
each issued and outstanding share of common stock of the Company, par value
$0.01 per share, was reclassified and changed into 0.007407407 shares, (b) the
stockholders of WCIN exchanged their stock in WCIN for 6,450,000 shares of
common stock of the Company, and (c) the Company issued 1,000,000 shares of the
Company's common stock each to Stanley Shuster and Brian Shuster in
consideration for the cancellation of any and all debt owed by the Company to
their father, Harry Shuster, a former officer and director of the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is provided to increase the
understanding of, and should be read in conjunction with, the Condensed
Consolidated Financial Statements of the Company and Notes thereto included
elsewhere in this quarterly report. Historical results and percentage
relationships among any amounts in these financial statements are not
necessarily indicative of trends in operating results for any future period. The
statements which are not historical facts contained in this quarterly report,
including this Management's Discussion and Analysis of Financial Condition and
Results of Operations, and Notes to Condensed Consolidated Financial Statements,
constitute "forward-looking statements." Such statements are based on currently
available operating, financial and competitive information, and are subject to
various risks and uncertainties. Future events and the Company's actual results
may differ materially from the results reflected in these and other forward-
looking statements contained herein. Factors that might cause such a difference
include, but are not limited to, dependence on existing and future customers,
limited ability to establish new strategic relationships, ability to sustain and
manage growth, variability of quarterly operating results, the Company's
expansion and development of new marketing and other business development
initiatives, competition in the industry, general economic conditions,
dependence on key personnel, the ability to attract, hire and retain personnel
who possess the skills and experience necessary to continue and expand the
business, the potential liability with respect to actions taken by its existing
and past employees, other risks described herein, the Company's Annual Report on
Form 10-KSB for the year ended February 29, 2000, as amended, and the Company's
other Securities and Exchange Commission filings.
Overview
The Company markets high quality home and office furnishings and decorator
items to wholesale customers and the general public. Sales are made from the
Company's 6,000 square foot showroom/warehouse located in Las Vegas, Nevada, and
also through "No Minimum Bid" auctions held at various high end hotel sites
currently in the states of California, Colorado and Nevada. Auction frequencies
are from 1 to 4 times a month. Inventory is obtained from importers and domestic
manufacturers and distributors. The Company's inventory typically includes hand
carved furniture, hand painted vases, original oil paintings, Tiffany style
lamps, hand made rugs, lithographs and serigraphs from internationally
recognized artists. Other inventory items include bronze statues and sculptures,
some of which are life size pieces such as elk, deer, dolphins, giraffes, roman
statues and fountains, in some cases weighing up to 2,000 pounds. Sales prices
of items sold range from under $100 to over $10,000.
The Company generally derives its revenues from two sources: auction sales
and showroom sales. Auction sales typically account for over 90% of the
Company's revenues. The Company sales are dependent on the number of auctions
held each month, the month of the year, and on the locations where the auctions
are held.
In August 2000, the Company leased a 5,500 square foot showroom/warehouse
in Scottsdale, Arizona. It is anticipated that improvements will be completed by
the end of January 2001. The Arizona showroom/warehouse will substantially
duplicate the operations of the Las
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Vegas facility. In addition to showroom sales, the Company plans to conduct
auctions in Arizona and New Mexico from the new location.
Plan of Operations
During the 2001 calendar year, the Company plans to open additional Company
operated showroom/warehouses in Denver, Colorado, and in the Orange County and
San Francisco Bay areas of California. The expansions would generally duplicate
the Company's Scottsdale and Las Vegas operations. In addition, through a wholly
owned subsidiary, Designer and Decorator House Franchise, Inc., the Company is
preparing to sell and support a franchise operation for areas throughout the
United States which are considered to be too remote to be operated from the
Company's Las Vegas headquarters. Franchise sales are currently anticipated to
commence during the 2001 calendar year.
The initial cost of opening a new showroom/warehouse site is approximately
$50,000. In addition, management of the Company believes that each
showroom/warehouse site requires between $150,00 and $200,000 of inventory to
conduct successful auction operations. The Company has extensive contacts with
suppliers, both offshore and domestic, from which the Company acquires its
inventory. With its expanded options, the Company anticipates being able to
purchase inventory in container load quantities at a substantial cost savings.
Management of the Company believes the Company can finance its current
operations from cash flow from operations. In order to implement the Company's
expansion plans and achieve projected cost savings on inventory purchases, the
Company may raise additional funds through a sale of equity. However, there is
no assurance that the Company's efforts to raise additional funds through the
sale of equity will be successful, in which case the Company would be required
to seek another source for expansion capital.
The Company currently has a staff of seven full time employees. The Company
anticipates adding twenty additional full time employees during the 2001
calendar year in connection with its expansion plans.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
In July 2000, pursuant to the terms of a Merger Agreement and Plan of
Reorganization ("Merger Agreement"), World Collectibles, Inc., a Nevada
corporation (WCIN"), merged (the "Merger") with and into World Collectibles
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the
Company (WCID"). In connection with the Merger, the Company's name was changed
from Medical Monitors, Inc. to World Collectibles, Inc., and a reverse stock
split was effected whereby each issued and outstanding share of common stock of
the Company, par value $0.01 per share, was reclassified and changed into
0.007407407 shares.
In connection with the Merger, the stockholders of WCIN exchanged their
stock in WCIN for 6,450,000 shares of common stock of the Company and the
Company issued 1,000,000 shares of the Company's common stock each to Stanley
Shuster and Brian Shuster in consideration for the cancellation of any and all
debt owed by the Company to their father, Harry Shuster, a former officer and
director of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
In November 2000, the Company's name was changed to Designer & Decorator
House, Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
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27.01 Financial Data Schedule
(b) Reports on Form 8-K
On August 7, 2000, a Form 8-K was filed with the Securities and Exchange
Commission documenting the Merger. Financial statements were filed on Form 8-K/A
on November 13, 2000.
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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.
DESIGNER & DECORATOR HOUSE, INC.
Date: January 9/th/, 2001 By: /s/ Brad Smith
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Brad Smith, President and Chief
Executive Officer
(Duly Authorized Officer)
Date: January 9/th/, 2001 By: /s/ Susan Shuey
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Susan Shuey, Chief Financial Officer
and Secretary
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit
Number Description Page
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27.01 Financial Data Schedule 13
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