U.S. 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, 1999.
|_| 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 000-14614
PRINTONTHENET.COM, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 23-1726390
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7700 N.W. 37TH AVENUE, MIAMI, FLORIDA 33147
(Address of principal executive offices) (Zip Code)
(305) 691-2800
(Issuer's telephone number, including area code)
NET LNNX, INC.
324 DATURA STREET, SUITE 200, WEST PALM BEACH,
FLORIDA 33401 (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 Exchange Act during the preceding 12 months (or such shorter
period that registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes 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 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: 26,554,422 as of November 18, 1999.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
(Check one):
Yes |_| No: |x|
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
September 30, 1999
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 68,590
Accounts receivable, net 25,412
Inventory 2,000
---------
Total Current Assets 96,002
PROPERTY AND EQUIPMENT, 83,461
OTHER ASSETS 3,355
INTANGIBLE ASSETS, NET 325,234
-------
TOTAL ASSETS $ 508,052
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 66,992
Current portion of notes payable 11,593
Current portion of capital lease obligations 9,542
---------
Total Current Liabilities 88,127
------
NOTES PAYABLE 15,576
CAPITAL LEASE OBLIGATIONS 9,542
SHAREHOLDER LOANS 420,229
-------
TOTAL LIABILITIES 533,474
-------
COMMITMENT
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $.001per share;
10,000,000 shares authorized; none issued --
Common stock, par value $.001 per share; 40,000,000
shares authorized, 26,554,422 issued and outstanding 26,554
Additional paid in capital 263,311
Deficit accumulated during the development stage (315,287)
---------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (25,422)
-------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY (DEFICIT) $ 508,052
=========
The accompanying notes are an integral part of these condensed financial
statements.
2
<PAGE>
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the period from
For the Three Months January 27, 1999
Ended (inception)
September 30, 1999 to September 30, 1999
(Unaudited) (Unaudited)
<S> <C> <C>
Sales $ 75,433 $ 75,433
Cost of sales 31,046 31,046
------------ ------------
Gross Profit 44,387 44,387
Selling and advertising expenses 22,447 33,057
Product development expenses 158,762 158,762
General and administrative expenses 31,095 40,773
Depreciation and amortization 7,043 7,480
Professional fees 47,186 117,094
------------ ------------
Operating loss (222,146) (312,779)
Interest expense 1,944 2,508
------------ ------------
Net loss $ (224,090) $ (315,287)
============ ============
Net loss per common share:
Basic and diluted $ (.01) $ (.01)
============ ============
Weighted average shares outstanding 26,372,267 26,424,774
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
3
<PAGE>
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
For the Period from January 27, 1999 (inception) to September 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Accumulated Total
Common Stock Additional During the Shareholders'
------------ Paid In Development Equity
Shares Amount Capital Stage (Deficit)
------ ------ ------- ----- ---------
<S> <C> <C> <C> <C> <C>
Balance at January 27, 1999 -- $ -- $ -- $ -- $-
Shares issued upon
merger and reincorporation of
the Company 26,341,102 26,341 -- -- 26,341
Shares issued in connection
with acquisitions 198,320 198 247,702 -- 247,900
Shares issued for advertising
Services 15,000 15 15,609 -- 15,624
Net loss -- -- -- (315,287) (315,287)
---------- ---------- ---------- ---------- ----------
Balance at September 30, 1999 26,554,422 $ 26,554 $ 263,311 $ (315,287) $ (25,422)
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
4
<PAGE>
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
For the Period from January 27, 1999 (inception) to September 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C>
Net loss $(315,287)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 7,480
Issuance of common stock in exchange for advertising services 15,624
Increase in accounts receivable (25,412)
Increase in other assets (3,355)
Increase in accounts payable and accrued expenses 66,992
---------
NET CASH USED IN
OPERATING ACTIVITIES (253,958)
Cash flows from investing activities:
Expenditures for property and equipment (48,142)
Acquisitions, net of cash (75,000)
---------
NET CASH USED BY INVESTING ACTIVITIES (123,142)
---------
Cash flows from financing activities:
Proceeds from issuance of common stock 26,341
Repayments of notes payable (880)
Shareholder loans 420,229
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 445,690
---------
NET INCREASE IN CASH AND CASH AT
END OF PERIOD $ 68,590
=========
</TABLE>
5
<PAGE>
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
Continued
For the Period from January 27, 1999 (inception) to September 30, 1999
(UNAUDITED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ -
Income taxes -
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Borrowings under capitalized lease obligations were $19,084 during the period.
Acquisition of Bailey's and Ivan's:
Fair value of assets acquired $350,949
Liabilities assumed 13,049
Note payable executed 15,000
Fair value of common stock issued 247,900
--------
Cash portion of purchase $ 75,000
========
The accompanying notes are an integral part of these condensed financial
statements.
6
<PAGE>
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 1999
(1) BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The accompanying condensed financial statements include the accounts of
PrintOnTheNet.Com, Inc., a Delaware corporation (a development stage
company) ("POTN") and its predecessor company, Net Lnnx, Inc., a
Pennsylvania corporation (collectively referred to as the "Company").
The financial information included herein is unaudited; however such
information reflects all adjustments (consisting solely of normal
recurring adjustments), which are, in the opinion of management,
necessary for a fair statement of results for the interim period. These
financial statements should be read in connection with Net Lnnx's
annual financial statements included in its Form 10-KSB and in
connection with the Net Lnnx's Form 8-K/A filed May 7, 1999, which
included POTN's audited balance sheet as of February 17, 1999.
On March 11, 1999, a newly formed wholly-owned subsidiary of Net Lnnx,
Inc. acquired all of the outstanding common stock of POTN in exchange
for 16,500,000 no par value shares of Net Lnnx's common stock and
1,000,000 no par value shares (stated value of $.001) of Net Lnnx's
preferred stock, which is convertible into 7,207,000 shares of common
stock. Concurrent with this transaction, the newly formed wholly-owned
subsidiary was merged into POTN with POTN being the surviving wholly
owned subsidiary of Net Lnnx. For accounting purposes the acquisition
has been treated as a recapitalization of POTN with POTN as the
acquiror (reverse acquisition). The historical financial statements
prior to March 11, 1999 are those of POTN.
On July 26, 1999, Net Lnnx, Inc. was merged into its wholly-owned
subsidiary, POTN. As a result of the merger, each share of common stock
of Net Lnnx, Inc. was converted into one share of POTN, and each share
of preferred stock of Net Lnnx, Inc. was converted into 7.207 shares of
common stock of POTN.
7
<PAGE>
ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash and certain highly
liquid investments with a maturity of three months or less when
purchased. The carrying amount of cash equivalents approximates fair
value due to their short-term nature.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
related assets or the remaining lease term.
Valuation of Long-Lived Assets
The Company recognizes impairment losses on impaired long-lived assets
(property and equipment and intangible assets) based on the amount by
which the carrying value exceeds the fair value of the long-lived
asset. Fair value is determined by using a current market value
modeling approach or by evaluating the current market value of the
acquired business using fundamental analysis.
Revenue Recognition
Revenue from sales of printed business materials is recognized upon
shipment of product.
Product Development Costs
Product development costs include expenses for the development of new
or improved technologies designed to enhance the performance of the
Company's web site, including salaries and related expenses for web
site design staff, as well as costs for contracted services, content,
facilities and equipment.
Advertising
The Company expenses advertising costs as incurred.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the
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<PAGE>
period that includes the enactment date. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized. Provision for income taxes is the tax payable
or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.
Loss Per Share
Loss per share has been calculated using the weighted average number of
shares outstanding during the period. Shares issued in the reverse
acquisition noted above have been treated as outstanding since
inception (January 27, 1999).
Concentrations of Credit Risks
The Company reviews the credit histories of potential customers prior
to extending credit and maintains allowances for potential credit
losses. No single customer accounted for a significant amount of the
Company's revenues and there was no significant accounts receivable
from a single customer. The Company maintains its cash and cash
equivalents in bank accounts in amounts, which, at times, may exceed
Federally insured limits.
The Company has not experienced any losses in such accounts.
Use of Estimates in the Preparation of Financial Statements
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, the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(2) INTANGIBLE ASSETS
Intangible assets consist of the following at September 30, 1999:
Excess of cost over assets acquired $278,949
Covenants not to compete 50,000
--------
Total 328,949
Less accumulated amortization 3,715
--------
$325,234
========
Excess of cost over assets acquired and covenants not to compete are
being amortized over ten and three years, respectively. Total
amortization of such intangible assets during the quarter ended
September 30, 1999 and the period from January 27, 1999 (inception) to
September 30, 1999 was $3,715 during both periods.
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<PAGE>
(3) SHAREHOLDERS EQUITY
See Note 1 for discussion of the capitalization of the Company.
The Company issued 198,320 shares of common stock in August 1999 and
will issue an additional 6,034 shares of common stock during the fourth
quarter of 1999 in connection with the acquisition of two printing
companies (see Note 5).
In August 1999 the Company issued 15,000 shares of common stock for
advertising services. The value of such shares was $15,600, which was
expensed as advertising costs during the third quarter of 1999.
(4) SHAREHOLDER LOANS
Certain majority shareholders of the Company have loaned the Company an
aggregate of $420,000 to fund the Company's operations to date. The
shareholder loans are repayable quarterly over a two-year period
commencing January 1, 2002. The shareholder loans may be converted
to equity by a participation in the Private Placement as further
discussed in Part II Item 5. - Other Information. See Management's
Discussion and Analysis of Financial Condition and Results of
Operations, and Part II - Item 5. - Other Information for additional
disclosure regarding financing strategies.
(5) ACQUISITIONS OF BUSINESSES
During August 1999, the Company acquired certain assets as well as the
operations of two South Florida retail printing companies: Bailey's and
Ivan's. Bailey's was acquired for approximately $251,000. Of that,
$50,000 was paid in cash, debt was assumed totaling $28,000, and the
remaining portion of the purchase price was paid by delivery of 138,320
shares of the Company's common stock having a value equal to $173,000.
Ivan's was acquired for $100,000. Of that, $25,000 was paid in cash,
and the remaining portion of the purchase price was paid by delivery of
60,000 shares of the Company's common stock (another 6,034 shares will
be issued during the fourth quarter of 1999) having a value equal to
$75,000.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Quarterly Report on Form 10-QSB contains forward-looking
statements. For this purpose, any statements contained in it that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes," "anticipates," "plans,"
and "expects," and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated by such
forward-looking statements. These factors include those set forth in the
Company's 1998 Annual Report on Form 10-KSB under the caption "Certain Factors
That May Affect Future Results."
The following discussion for the Company's results of operations and
financial condition should be read in conjunction with the Company's condensed
unaudited Financial Statements listed in Part I, Item 1 and the Notes thereto
appearing elsewhere in this Form 10-QSB, and the Company's audited Financial
Statements listed in Item 7 and the Notes thereto appearing in the Company's
1998 Annual Report on Form 10-KSB.
GENERAL
On March 11, 1999, a newly formed subsidiary of Net Lnnx, Inc. acquired
all of the outstanding common stock of POTN in exchange for 16,500,000 no par
value shares of Net Lnnx's common stock and 1,000,000 no par value shares
(stated value of $.001) of Net Lnnx's preferred stock, which is convertible into
7,207,000 shares of common stock. Concurrent with this transaction, the newly
formed subsidiary was merged into POTN, with POTN being the surviving wholly
owned subsidiary of Net Lnnx, Inc. For accounting purposes, the acquisition has
been treated as a recapitalization of POTN with POTN as the acquirer (reverse
acquisition). The historical financial statements prior to March 11, 1999 are
those of POTN. As a result, POTN shareholders now own approximately 90% of the
Company's common stock, assuming the shares of preferred stock are converted
into shares of common stock. This change in control was previously reported in
the Company's Form 8-K filed on March 26, 1999.
On July 26, 1999, Net Lnnx, Inc. was merged into its wholly-owned
subsidiary, POTN. As a result of the merger, each share of common stock of Net
Lnnx, Inc. was converted into one share of POTN, and each share of preferred
stock of Net Lnnx, Inc. was converted into 7.207 shares of common stock of POTN.
PLAN OF OPERATION
POTN operates an Internet business that provides a fully interactive
venue through which companies of all sizes are be able to design and order their
printing materials via the World Wide Web. The site allows the user to see an
image of what they will be receiving in a "what you see is what you get" format
before submitting an order. The system allows a wide
11
<PAGE>
choice of options including font, layout, paper, color and graphics. The choices
extend to any type of printing including letterhead, forms, business cards,
envelopes and invitations.
On February 17, 1999, POTN entered into an Exclusive Production and
Sales Agreement (the "Agreement") with National Lithographers and Publishers,
Inc. and PrintAmerica Management Co., Inc. (collectively the "PrintAmerica
Companies") which provides that POTN shall, for a period of at least two (2)
years, have the exclusive right to purchase at a preferred price from the
PrintAmerica Companies all printed goods and items required in the course of
POTN's business operations. Benjamin Rogatinsky and Samuel Rogatinsky,
collectively the majority shareholders of the Company, own the PrintAmerica
Companies through a family trust. As further discussed in Part II - Item 5. -
Other Information, the Company has agreed to acquire PrintAmerica Management Co,
Inc., which it anticipates consummating during the fourth quarter of 1999.
Building and Maintaining the Web Site
- -------------------------------------
During the third quarter POTN completed the construction of its Web
site that offers two features POTN believes will distinguish it from other
interactive sites on the World Wide Web selling printing services. First, the
site employs graphic on-the-fly technology, allowing purchasers to see an image
of what they will be receiving before they submit the order. This interactive
Web site employs the "what you see is what you get" technology. Secondly, POTN
is using the PrintAmerica Companies' large printing sales force to negotiate and
establish Web based secure accounts directly with existing and new large
corporate clients. Clients are able to set up accounts for free and pay only
when orders are made. Business cards, forms and other documents will be laid-out
in standard templates, and users can view and make real time changes to names,
addresses and other adjustable items. Each secure site has a unique look and
nomenclature. The secure sites are developed to meet the particular nuances of
each client's needs. POTN has purchased its own dedicated servers, and contracts
with an off-site location to house and maintain the server for a fee. The site
has a T1 connection, 24-hour support, and redundant backup systems. While
outside consultants have been used heavily to date, it is anticipated that
additional programmers and graphic artists familiar with Web site design will be
hired in-house to establish and update the open and secure platforms as
required.
Marketing
- ---------
The Company utilizes the sales force of the PrintAmerica Companies to
market to large corporate clients and also relies on search engines to attract
business. POTN expects to use direct advertising to market the Web site to
individuals and small businesses.
Production
- ----------
The Company contracts printing work related to its business to the
PrintAmerica Companies, through the exclusive Agreement with the PrintAmerica
Companies. This arrangement offers the following advantages.
o Ability to leverage the PrintAmerica Companies' sales staff
and customer base.
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o The PrintAmerica Companies have already made the capital
investment for machinery and equipment and have the system in
place to produce work product within 48 hours in most cases.
o The PrintAmerica Companies currently operate three plants and
currently have excess capacity. The Company is provided a high
priority given the volume of work anticipated. The
PrintAmerica Companies can immediately accommodate the
projected work flow and have the ability to add machinery and
equipment as warranted.
o Under the Exclusive Production and Sales Agreement and given
the ownership structure of PrintAmerica Companies, control and
quality of production will be assured to a greater degree than
is the case with most third party arrangements.
o The Company is able to focus all of its attention on building
and maintaining the interactive Web site.
o The Company does not carry substantial inventory, a major
impediment to realizing profit for many Web based retailers
today.
Distribution
- ------------
All shipping is handled by the PrintAmerica Companies. Shipping is
completed from the PrintAmerica Companies' production facilities and sent
directly to consumers via U.S. Mail, and for additional charges via United
Parcel Service and Federal Express. International shipping is done on a
case-by-case basis.
Year 2000 Compliance
- --------------------
Computer-based systems that utilize two digits rather than four digits
to define the applicable year may fail to properly recognize date sensitive
information when the year changes to 2000. We have completed a comprehensive
review of our computer-based systems to determine if they will be affected by
resulting Year 2000 related compliance issues, that is whether those systems
have Year 2000 related "computer bugs." This review has revealed no material
Year 2000 related compliance issues. Because most of our systems are relatively
new, we do not expect to incur Year 2000 compliance related costs that would be
material to us. We received confirmation from outside vendors, financial
institutions and others that they are Year 2000 compliant or that they are
developing and implementing plans to become Year 2000 compliant. However, there
is no assurance that these outside vendors, financial institutions and others
will timely resolve their own Year 2000 compliance issues or that any such
failure would not have an adverse effect on us. We believe we are devoting the
necessary resources to timely address all Year 2000 compliance issues over which
we have control.
RESULTS OF OPERATIONS
The Company had sales of $75,000 during the quarter and the period from
January 27, 1999 (inception) through September 30, 1999. Gross profit during the
quarter and the period
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from January 27, 1999 (inception) to September 30, 1999 was $44,000 in both
periods. Such sales and gross profit were the result of the two acquisitions
made during the quarter (see Note 5 of Notes to Condensed Financial Statements).
Operating expenses for the quarter and for the period from January 27,
1999 (inception) through September 30, 1999 were $267,000 and $357,000,
respectively. Included in such costs during both periods were product
development fees of $159,000 primarily representing the cumulative payments to
date made to an outside vendor to design, develop and implement applications
software and a web site. The web site allows POTN's customers to design, store,
recall and order commercially printed products. The completed software and web
site were delivered to the Company during the third quarter. Through June 30,
1999 such payments to the vendor (amounting to $93,000) were classified as
deposits. Operating costs also included professional fees of $47,000 and
$117,000 during the quarter and the period from January 27, 1999 (inception)
through September 30, 1999, respectively.
The Company did not have any operations during the same time period
last year so no comparisons can be made.
The Company had a loss per share of $.01 during the quarter and the
period from January 27, 1999 (inception) through September 30, 1999.
Liquidity
- ---------
To date, the Company has been funded principally by loans from its
majority stockholders as needed to pay the ongoing expenses of the Company
including development of the Web site. The Company acquired two printing
companies during the third quarter (with the cash portion of such acquisitions
being funded by the majority shareholders) and intends to acquire PrintAmerica
Management Co., Inc. during the fourth quarter of 1999 for common stock of the
Company plus assumption of debt.
As further discussed in Part II - Item 5 - Other Events, the Company
has engaged an investment banking company to raise up to raise up to $5.5
million in a "best-efforts" private placement. The Company intends to use the
proceeds from the private placement to expand its operations, continue its
acquisition program and for general working capital purposes. The securities
offered will not be registered under the Securities Act of 1933, as amended and
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
Until the Company fully realizes the benefits from integrating the
above noted acquisitions and until such time that the private placement or other
financing alternatives is effectuated, the Company anticipates that the majority
shareholders will continue to make loans to the Company if required.
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<PAGE>
PART II-OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a)
On July 26, 1999, Net Lnnx, Inc. was merged into its wholly-owned
subsidiary, POTN. As a result of the merger, each share of common stock of Net
Lnnx, Inc. was converted into one share of POTN, and each share of preferred
stock of Net Lnnx, Inc. was converted into 7.207 shares of common stock of POTN.
(c)
In August 1999, the Company issued 120,000 shares of common stock with
a value on the date of issuance of $150,000 to Bailey's Printing Plus, Inc. in
connection with the acquisition by the Company of the assets and operations of
Bailey's. In connection with the same acquisition, the Company issued 12,800
shares of common stock with a value on the date of issuance of $16,000 to Steve
Vest (a sales broker), and issued 5,520 shares with a value of $6,900 to Andrew
Cagnetta Jr. (a sales broker). See Note 5 of Notes to Condensed Financial
Statements. The issuances of the shares were exempt from registration under the
provisions of Section 4(2) of the Securities Act of 1933, as amended, since the
issuances did not involve a public offering.
In August 1999, the Company issued 60,000 shares of common stock with a
value on the date of issuance of $68,126 to Ivan's Quick Print, Inc., in
connection with the acquisition by the Company of the assets and operations of
Ivan's. See Note 5 of Notes to Condensed Financial Statements. The issuance of
the shares was exempt from registration under the provisions of Section 4(2) of
the Securities Act of 1933, as amended, since the issuance did not involve a
public offering.
In August, 1999, the Company issued 15,000 shares of common stock with
a value of $15,624 to Becker Consulting as consideration for advertising
services provided to the Company. The issuance of the shares was exempt from
registration under the provisions of Section 4(2) of the Securities Act of 1933,
as amended, since the issuance did not involve a public offering.
There were no underwriting commissions or discounts paid in connection
with the foregoing issuances.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
a) The Company held its Annual Meeting of Stockholders on July 26, 1999.
b) At the Annual Meeting, the stockholders voted (1) to approve the Agreement
and Plan of Merger resulting in the Reincorporation of the Company in the
State of Delaware, (2) to approve the Company's 1999 Stock Incentive Plan,
and (3) to ratify the appointment of Berkowitz Dick Pollack & Brant as the
Company's independent accountants for the fiscal year ending December 31,
1999.
c) At the Annual Meeting, Benjamin Rogatinsky, Samuel Rogatinsky, Paul Lambert
and William Colucci were also elected as directors to serve until the next
Annual Meeting of Stockholders.
The following table shows the votes cast for and against, and
abstentions, with respect to each of the above matters and with respect to each
nominee for director:
Proposal 1: Approval of the Agreement and Plan of Merger:
For Against Abstentions
- ------------------ -------------- ----------------
16,549,729 0 94
Proposal 2: Approval of the Company's 1999 Stock Incentive Plan:
For Against Abstentions
- ------------------ -------------- ----------------
16,549,175 44 607
Proposal 3: Election of Directors:
Nominees For Against Abstentions
- ------------------ --------------- ------------ ----------------
Ben Rogatinsky 16,549,634 0 192
Sam Rogatinsky 16,549,634 0 192
Paul Lambert 16,549,634 0 192
William Colucci 16,549,634 0 192
Proposal 4: Ratification of the Appointment of Berkowitz Dick Pollack &
Brant as the Company's Independent Accountants:
For Against Abstentions
- ------------------ -------------- ---------------
16,549,645 3 178
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ITEM 5. OTHER INFORMATION
The Company has agreed to acquire PrintAmerica Management Co., Inc. and
is currently performing due diligence procedures. The acquisition is expected to
be consummated during the fourth quarter of 1999. The purchase price will be
determined by an independent valuation, and will consist of the issuance of the
Company's common stock and assumption of debt.
On November 8, 1999 the Company entered into an agreement with an
investment banking company (the "offering placement agent") to raise up to $5.5
million in a "best-efforts" private placement. In the proposed private
placement, the Company expects to offer up to 14,000,000 shares of newly
authorized preferred stock at $.352 per share. The preferred stock will be
convertible into the Company's common stock on a one-for-one basis.
In a related transaction, the Company agreed to sell for $100,000 a
five year warrant to purchase 6,000,000 shares of its common stock at an
exercise price of $.10 per share to the offering placement agent in connection
with its investment banking and advisory activities.
The Company intends to use the proceeds from the private placement to
expand its operations, continue its acquisition program and for general working
capital purposes.
The securities offered will not be registered under the Securities Act
of 1933, as amended and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT DESCRIPTION
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K
A Form 8-K was filed on August 9, 1999 announcing an Item 5 Event.
A Form 8-K was filed on September 13, 1999 announcing an Item 2 and an
Item 7 Event.
<PAGE>
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 hereunto duly authorized.
PRINTONTHENET.COM, INC.
BY:
-----------------------------------------
Benjamin Rogatinsky, Chief Executive Officer
and Director
Dated: November 19, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from registrant's
Form 10-QSB for the quarter ended September 30, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 68,590
<SECURITIES> 0
<RECEIVABLES> 25,412
<ALLOWANCES> 0
<INVENTORY> 2,000
<CURRENT-ASSETS> 96,002
<PP&E> 87,728
<DEPRECIATION> 3,767
<TOTAL-ASSETS> 508,052
<CURRENT-LIABILITIES> 88,127
<BONDS> 435,805
0
0
<COMMON> 26,554
<OTHER-SE> (51,976)
<TOTAL-LIABILITY-AND-EQUITY> 508,052
<SALES> 75,433
<TOTAL-REVENUES> 75,433
<CGS> 31,046
<TOTAL-COSTS> 31,046
<OTHER-EXPENSES> 357,166
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,508
<INCOME-PRETAX> (315,287)
<INCOME-TAX> 0
<INCOME-CONTINUING> (315,287)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (315,287)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
