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 December 31, 1999
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 2-97869-D
---------
CRAFTCLICK.COM, INC.
--------------------
(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:
February 15, 2000
Common - 14,394,778 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
--- ---
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>
CraftClick.com, Inc.
[A Development Stage Company]
Formerly
BuyIt.com, Inc.
Condensed Financial Statements
December 31, 1999
<PAGE>
<TABLE>
CraftClick.com, Inc.
[A Development Stage Company]
Formerly
BuyIt.com, Inc.
Condensed Balance Sheet
(Unaudited)
<CAPTION>
ASSETS
Dec. 31, 1999
<S> <C>
Current Assets
Cash $ 161,820
Prepaid expense 33,300
Total Current Assets 195,120
Equipment, net 200,643
Other Assets 8,150
TOTAL ASSETS $ 403,913
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 72,827
Total Current Liabilities 72,827
Stockholders' Equity
Common stock 13,000
Preferred stock 22
Additional paid in capital 1,515,025
Accumulated deficit (1,196,961)
Total Stockholders' Equity 331,086
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 403,913
</TABLE>
See accompanying notes and Independent Accountants' report
<PAGE>
<TABLE>
CraftClick.com, Inc.
[A Development Stage Company]
Formerly
BuyIt.com, Inc.
Condensed Statements of Operations
(Unaudited)
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
Dec. 31, 1999 Dec. 31, 1999
<S> <C> <C>
Revenues $ 10,000 $ 10,000
Sales, general and
administrative expense 469,715 1,208,072
Operating Loss (459,715) (1,198,072)
Other Income 3,464 11,028
Net Loss $ (456,251) $(1,187,044)
Net Loss per Share $ (0.04) $ (0.09)
Weighted Average
Number of Shares
Outstanding 12,788,000 12,578,000
</TABLE>
See accompanying notes and Independent Accountants' report
<TABLE>
CraftClick.com, Inc.
[A Development Stage Company]
Formerly
BuyIt.com, Inc.
Condensed Statements of Cash Flows
(Unaudited)
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
Dec. 31, 1999 Dec. 31, 1999
<S> <C> <C>
Cash Flows Used for Operating
Activities:
Net Loss $ (456,251) $ (1,187,044)
Adjustments to reconcile net loss to
net cash used for operating activities:
Depreciation and amortization 11,050 25,485
(Increase) decrease in other current assets 12,571 (40,700)
Increase (decrease) in current liabilities 72,827 72,827
Net Cash Flows Used for Operating
Activities (359,803) (1,129,432)
Cash Flows Used for Investing
Activities:
Purchase of equipment (51,820) (224,728)
Net Cash Flows Used for Investing
Activities (51,820) (224,728)
Cash Flows Provided by Financing Activities
Principal reduction shareholder loan -0- (12,067)
Proceeds issuance of stock 235,500 1,528,047
Net Cash Flows Provided by Financing
Activities 235,500 1,515,980
Net Increase (Decrease) in Cash (176,123) 161,820
Beginning Cash Balance 337,943 -0-
Ending Cash Balance $ 161,820 $ 161,820
</TABLE>
See accompanying notes and Independent Accountants' report
CraftClick.com, Inc.
[A Development Stage Company]
Formerly
BuyIt.com, Inc.
Notes to Condensed Financial Statements
December 31, 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, and Form 8K dated January 25, 2000.
ORGANIZATION AND MERGER
CraftClick.com, Inc. ("CraftClick" or "Company") was 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 CraftClick 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, CraftClick 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 although the
accounting acquiror is CraftClick.com. The combination of these two
entities has been accounted for as a reverse purchase.
PRESENTATION OF INTERIM FINANCIAL STATEMENTS
Inasmuch as the accounting acquiror, CraftClick was not organized until
1999, there is no interim accounting to compare with from the prior
year.
REORGANIZATION AGREEMENT/ASSET PURCHASE AGREEMENT
On January 26, 2000, CraftClick.com, Inc. entered into a Reorganization
Agreement with Craftnetvillage.com, Inc., a Wisconsin corporation
("Craftnet"), and all of the stockholders of Craftnet (the "Craftnet
Stockholders") whereby CraftClick issued 750,000 shares of "restricted
securities" (common stock) to the Craftnet Stockholders in consideration
of the exchange of 100% of the outstanding voting securities of
Craftnet. These shares amounted to approximately 5.3% of the
post-Craftnet Agreement outstanding voting securities of CraftClick.
Craftnet became a wholly-owned subsidiary of CraftClick on the closing
of the Craftnet Agreement.
On February 2, 2000, CraftClick completed an Asset Purchase Agreement
with Kirk A. Hines, the sole owner of Bella-Decor.com, a
sole-proprietorship ("Bella-Decor"). CraftClick issued 100,000 shares of
"restricted securities" (common stock) to Mr. Hines in consideration of
the exchange for 100% of the Bella-Decor assets.
On February 4, 2000, CraftClick completed an Asset Purchase Agreement
with Stitches To Go, a partnership. CraftClick issued 350,000 shares of
"restricted securities" (common stock) in consideration for the exchange
of 100% of the assets of Stitches To Go.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- ------------------
The Company's core product or service is the development and
operation of the CraftClick website and the creation of the CraftClick network
of arts and crafts community websites. The CraftClick website features a
wealth of arts and crafts related content, as well as robust e-commerce
capabilities, including free commerce-enabled Web pages, free web hosting and
free email. The website also features an extensive project and information
library, and a Superstore that offers convenient one-stop shopping for arts
and crafts supplies.
Through its acquisition strategy, the Company is expanding its
presence within the arts and crafts community, and is looking to become the
dominant force in this space by consolidating what has historically been a
fragmented market.
The Company also owns and operates the BuyIt website, which is an
integrated online community offering, and includes the BuyIt Auction, the
BuyItMall, and an extensive online product network.
During the next quarter, the Company plans to expand its presence in
the online arts and crafts space by offering enhanced services and content,
through acquisitions and strategic alliances.
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 December 31, 1999, the Company had $403,913 in assets and $72,827
in liabilities. The Company had $10,000 in total revenues for the three
months ended December 31, 1999 and the nine months ended December 31, 1999,
with $3,464 in other income for the three months ended December 31, 1999, and
with $11,028 in other income for the nine months ended December 31, 1999, with
$459,715 and $1,198,072 in expenses, for net losses of ($456,251) and
($1,187,044), respectively.
The major expense items in the current quarter, were as follows:
This quarter 6 months ended
December 31, 1999
Marketing $ 50,020 $180,725
Payroll $225,583 $377,465
Liquidity
- ---------
At December 31, 1999, the Company had $195,120 in current assets,
with total current liabilities of $72,827. Total stockholder's equity was
$331,086.
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 third quarter of the calendar year covered by this Report or
during the two previous calendar years.
Item 5. Other Information.
The Company commenced on November 1, 1999, 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. The Company currently has sold 24,500 Units of this
Private Placement as of February 15, 2000.
Subsequent to this quarter the Company completed three transactions,
an Asset Purchase Agreement with Kirk A. Hines and an Agreement and Plan of
Reorganization with Craftnet.com, Inc., which are described in detail in the
8-K Current Report dated January 25, 1999; and an Asset Purchase Agreement
with Stitches to go dated February 4, 2000, which will be filed on an 8-K
Current Report by February 19, 2000.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
8-K Current Report dated January 25, 1999, regarding the Asset
Purchase of Kirk A. Hines and the Agreement and Plan of Reorganization with
Craftnet.
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: 2/15/2000 By /s/ Sandip Seth, Director
and President
Date: 2/15/2000 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: 2/15/2000 By /s/ Sandip Seth, Director
and President
Date: 2/15/2000 By /s/ Peter A. Yollin, Director
Secretary and Chairman
Date: 2/15/2000 By /s/ Edgar Cayce, Director
and Vice President
Date: 2/15/2000 By /s/Sanjay Sabnani
Sanjay Sabnani, Director
Date: 2/15/2000 By /s/Leslie Linsley
Leslie Linsley, Director
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 161820
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 195120
<PP&E> 226128
<DEPRECIATION> 25485
<TOTAL-ASSETS> 403913
<CURRENT-LIABILITIES> 72827
<BONDS> 0
0
22
<COMMON> 13000
<OTHER-SE> 318064
<TOTAL-LIABILITY-AND-EQUITY> 403913
<SALES> 0
<TOTAL-REVENUES> 10000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1208072
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (1187044)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1187044)
<EPS-BASIC> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
