U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1999
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 2-97869-D
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BUYIT.COM, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 87-0419571
- ------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
432 Culver Blvd.
Playa Del Rey, California 90293
--------------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (310) 827-3500
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has 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____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
November 1, 1999
Common - 12,491,612 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
BuyIt.com, Inc.
[A Development Stage Company]
Formerly
Tecon, Inc.
Condensed Financial Statements
September 30, 1999
<PAGE>
<TABLE>
BuyIt.com, Inc.
[A Development Stage Company]
Formerly
Tecon, Inc.
Condensed Balance Sheet
(Unaudited)
<CAPTION>
ASSETS
Sept. 30, 1999
<S> <C>
Current Assets
Cash $ 337,818
Prepaid expense 44,400
Total Current Assets 382,218
Equipment, net 159,672
Other Assets 9,873
TOTAL ASSETS $ 551,763
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ -0-
Total Current Liabilities -0-
Stockholders' Equity
Common stock 12,378
Additional paid in capital 1,280,169
Accumulated deficit (740,784)
Total Stockholders' Equity 551,763
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 551,763
</TABLE>
See accompanying notes and Independent Accountants' report
<TABLE>
BuyIt.com, Inc.
[A Development Stage Company]
Formerly
Tecon, Inc.
Condensed Statements of Operations
(Unaudited)
<CAPTION>
For the Three For the six
Months Ended Months Ended
Sept. 30, 1999 Sept. 30, 1999
<S> <C> <C>
Revenues $ -0- $ -0-
Sales, general and
administrative expense 371,696 738,171
Operating Loss (371,696) (738,171)
Other Income 5,489 7,564
Net Loss $ (366,207) $ (730,607)
Net Loss per Share $ (0.03) $ (0.06)
Weighted Average
Number of Shares
Outstanding 12,370,000 12,345,000
</TABLE>
See accompanying notes and Independent Accountants' report
<TABLE>
BuyIt.com, Inc.
[A Development Stage Company]
Formerly
Tecon, Inc.
Condensed Statements of Cash Flows
(Unaudited)
<CAPTION>
For the Three For the Six
Months Ended Months Ended
Sept. 30, 1999 Sept. 30, 1999
<S> <C> <C>
Cash Flows Used for Operating
Activities:
Net Loss $ (366,207) $ (730,607)
Adjustments to reconcile
net loss to net cash used
for operating activities:
Depreciation 8,708 14,498
Increase in other current
assets (1,782) (53,582)
Increase (decrease) in
current liabilities 0 0
Net Cash Flows Used for
Operating Activities (359,281) (769,691)
Cash Flows Used for Investing
Activities:
Purchase of equipment (58,371) (172,970)
Net Cash Flows Used for
Investing Activities (58,371) (172,970)
Cash Flows Provided by Financing
Activities:
Principal reduction
shareholder loan 0 (12,067)
Proceeds issuance of stock 44,999 1,292,546
Net Cash Flows
Provided by Financing
Activities 44,999 1,280,479
Net Increase (Decrease) in
Cash (372,653) 337,818
Beginning Cash Balance 710,471 -0-
Ending Cash Balance $ 337,818 $ 337,818
</TABLE>
See accompanying notes and Independent Accountants' report
BuyIt.com, Inc.
[A Development Stage Company]
Formerly
Tecon, Inc.
Notes to Condensed Financial Statements
Sept. 30, 1999
PRELIMINARY NOTE
The accompanying condensed consolidated financial statements have been
prepared without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB for
the year ended March 31, 1999.
ORGANIZATION AND MERGER
BuyIt.com, Inc. ("BuyIt" or "Company") incorporated under the laws of
the State of California in January, 1999. From inception through March
31, 1999, the Company engaged in preliminary activities related to the
set up of an Internet auction business. On April 16, 1999, the Company
entered into an Agreement and Plan of Reorganization ("Plan") with
Tecon, Inc. ("Tecon"), a Utah Corporation, wherein all of the
outstanding shares and subscriptions of BuyIt were exchanged for
8,500,000 shares (for the outstanding shares) of common stock of
Tecon, and 245,997 shares (for the outstanding subscriptions)(reduced
from the original amount of 257,666 shares as stated in the Plan) of
common stock of Tecon. At the conclusion of all the transactions
contemplated in the Plan, BuyIt shareholders and subscribers owned
8,745,997 shares of total outstanding shares of 12,167,580, or 71.8%.
The survivor in the aforementioned combination is Tecon. However, the
name of the surviving company was changed to BuyIt.com, Inc,
simultaneously with the Plan. The combination of these two entities has
been accounted for as a purchase.
PRESENTATION OF INTERIM FINANCIAL STATEMENTS
Inasmuch as the accounting acquiror, BuyIt was not organized until 1999,
there is no interim accounting to compare with from the prior year.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
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The Company's core product or service is "The BuyIt Auction,"
which was founded in 1997, and was launched in June 1999 after several months
of live beta testing. The BuyIt Auction is a feature rich product, and
provides an entertaining environment for users to conduct online person-to-
person auctions.
Using the BuyIt Auction commerce engine as a base, the Company has
gone on to develop products and services that integrate with, and fully
enhance, the Auction business model into a more fully integrated community
offering. This includes a specialty on-line mall (the BuyIt Mall"), which was
launched during this quarter.
During the next quarter, the Company plans to expand its community
offerings by offering it members free e-mail, a JAVA enabled free homepage
building, a JAVA enabled free e-commerce site builder, and through
affiliations, content and e-commerce opportunities in the Health, Travel and
Leisure and Kids areas.
Simultaneously, the Company is looking to leverage its product
offerings and core membership base by entering certain vertical markets.
While several opportunities are being evaluated, the Company has identified a
market within the Arts & Crafts space that it is pursuing.
Current cash resources are not sufficient for the Company's next 12
months of operations. The Company anticipates meeting these needs through
a Private Placement equity financing.
Results of Operations.
- ----------------------
At September 30, 1999, the Company had $551,763 in assets and $0 in
liabilities. The Company had no revenues for the three months ended September
30, 1999 and six months ended September 30, 1999, with $5,489 in other income
for three months ended September 30, 1999, and with $7,564 in other income for
the six months ended September 30, 1999, with $371,696 and $738,171 in
expenses, for net losses of ($366,207) and ($730,607), respectively.
The Company had no revenues this quarter because it waived all
transaction fees associated with its products and services while it focused on
building its user and membership base.
The major expense items in the current quarter, were as follows:
This quarter 6 months ended
September 30, 1999
Marketing $130,380 $305,423
Payroll $151,883 $287,370
Liquidity
- ---------
At September 30, 1999, the Company had $382,218 in current assets,
with total current liabilities of $0. Total stockholder's equity was
$551,763.
Year 2000.
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Management believes that the Company's hardware and software are
fully compliant with Year 2000 issues.
The Company can give no assurance that third parties with whom it
does business will ensure Year 2000 compliance in a timely manner or that, if
they do not, their computer systems will not have an adverse effect on the
Company. However, the Company does not believe that Year 2000 compliance
issues of such third parties will result in a material adverse effect on its
financial condition or results of operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the first quarter of the calendar year covered by this Report or
during the two previous calendar years.
Item 5. Other Information.
Subsequent to the quarter ended September 30, 1999, the Company
commenced a Private Placement to sell a minimum of 10,000 units to a maximum
of 50,000 units, comprised of two shares of Series A Convertible Preferred
Stock (each share being convertible into 10 shares of common stock) and 10
Common Stock Purchase Warrants, at a price of $20 per unit.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
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.
BUYIT.COM, INC.
Date: 11/4/99 By /s/ Sandip Seth, Director
and President
Date: 11/4/99 By /s/ Peter A. Yollin, Director
Secretary and Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
BUYIT.COM, INC.
Date: 11/4/99 By /s/ Sandip Seth, Director
and President
Date: 11/4/99 By /s/ Peter A. Yollin, Director
Secretary and Chairman
Date: 11/4/99 By /s/ Edgar Cayce, Director
and Vice President
<TABLE> <S> <C>
<PAGE>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 337818
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
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<CURRENT-ASSETS> 382218
<PP&E> 174170
<DEPRECIATION> 14498
<TOTAL-ASSETS> 551763
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0
0
<COMMON> 12378
<OTHER-SE> 539385
<TOTAL-LIABILITY-AND-EQUITY> 551763
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<TOTAL-REVENUES> 0
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<TOTAL-COSTS> 0
<OTHER-EXPENSES> 738171
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
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<INCOME-CONTINUING> (730607)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (730607)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
