HOLLYWOOD PARTNERS COM INC
10QSB, 2000-11-20
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


              [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000


              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                        Commission File Number 000-24755
                                    ---------


                          HOLLYWOOD PARTNERS.COM, INC.
                          -----------------------------


        Exact name of Registrant as specified in its charter)

                               DELAWARE 33-0379106
                               -------- ----------
                (State or other Jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

           1800 Avenue of the Stars, Suite 480, Los Angeles, CA 90067
           ----------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (310) 552-0555
                                 --------------
              (Registrant's telephone number, including area code)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the  preceding  twelve
months ended  December 31, 1998 (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 ninety days.

                   Yes: X                 No:


The number of shares of the Registrant's Common Stock, par value $.001 per share
outstanding on November 20, 2000 is 8,833,450.






<PAGE>
                          HOLLYWOOD PARTNERS.COM, INC.

                                    CONTENTS


                         PART 1 - FINANCIAL INFORMATION

       -----------------------------------------------------------------


ITEM 1. Consolidated Financial Statements:

        Balance Sheets
        September 30, 2000 (unaudited) and December 31,1999........ 3-4

        Statements of Operations (unaudited)
        Three Month Periods Ended September 30, 2000 and 1999........ 5
        Nine Month Periods Ended September 30, 2000 and 1999......... 6

        Statement of Stockholders' Equity (unaudited)
        Nine Month Period Ended September 30, 2000................... 7

        Statements of Cash Flows (unaudited)
        Nine Month Periods Ended September 30, 2000 and 1999......... 8

        Notes to the Financial Statements......................... 9-10


ITEM 2.

        Management's Discussion and Analysis of Financial Condition
        and Results of Operations.................................11-15



                           PART II - OTHER INFORMATION

        ---------------------------------------------------------------


Signature............................................................16
















                                        2

<PAGE>
                            HOLLYWOOD PARTNERS.COM, INC.
                            CONSOLIDATED BALANCE SHEET
                As of September 30, 2000 and December 31, 1999


<TABLE>

                                               ASSETS
<CAPTION>

                                                     September 30,
                                                        2000        December 31,
                                                     (Unaudited)          1999
                                                     ----------     ------------
<S>                                                  <C>            <C>
Current assets
  Cash and cash equivalents                           $ 36,791      $ 1,086,585
  Accounts receivable, less allowance for
     doubtful accounts of $61,803                            -                -
  Inventory                                                  -                -
  Marketable securities                                      -          514,150
  Other receivables                                     11,211                -
  Prepaid insurance, current                            66,417           76,225
  Prepaid expenses and other current assets             32,691           68,801
                                                      --------      -----------
    Total Current Assets                               147,110        1,745,761
                                                      --------      -----------

Equipment
  Computer equipment                                    46,583            7,517
  Less accumulated depreciation                         (8,883)            (502)
                                                       -------       ----------
    Total Equipment                                     37,700            7,015
                                                       -------       ----------

Prepaid insurance, long term                                 -           49,835
Receivable from related parties                              -            8,995
Other assets                                                 -           18,495
                                                      --------       ----------

  Total Assets                                       $ 184,810      $ 1,830,101
                                                     ==========     ===========
</TABLE>




           See accompanying notes to consolidated financial statements.








                                 3


<PAGE>
                        HOLLYWOOD PARTNERS.COM, INC.
                         CONSOLIDATED BALANCE SHEET
              As of September 30, 2000 and December 31, 1999


<TABLE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>

                                                    September 30,
                                                       2000        December 31,
                                                  (Unaudited)          1999
                                                    -----------    ------------
<S>                                                  <C>               <C>
Current liabilities
  Notes payable                                       $ 65,985         $ 87,516
  Loan from parent company                                   -           64,295
  Accounts payable                                    $ 16,648           23,838
  Accrued expenses                                     124,282          104,829
                                                     ---------       -----------
    Total Current Liabilities                          206,915          280,478
                                                     ---------       -----------

Notes payable - Long term                                    -           12,693
                                                     ---------          --------
Total liabilities                                      206,915          293,171
                                                     ---------       -----------

Stockholders' equity
  Convertible  Preferred  Stock,  cumulative  7%,
  $.001 par  value;  authorized 5,000,000 shares;
  issued and outstanding 600 shares                          1                1
  Common stock, $.001 par value; authorized
  50,000,000 shares; issued and outstanding
  8,424,000 and 8,036,000 shares                         8,424            8,036

  Additional paid-in capital                         3,031,286        2,387,826

  Accumulated deficit                               (3,061,816)        (858,933)
                                                    -----------       ----------
  Total Stockholders' Equity                           (22,105)       1,536,930
                                                    -----------       ----------

  Total Liabilities & Stockholders' Equity           $ 184,810      $ 1,830,101
                                                    ==========      ============

</TABLE>


      See accompanying notes to consolidated financial statements




                                        4


<PAGE>

                            HOLLYWOOD PARTNERS.COM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              September 30,
                                                             2000          1999
                                                          ----------  ---------
<S>                                                      <C>          <C>
Net revenues                                             $ 10,516     $ 279,446

Cost of sales                                                   -        99,130
                                                         --------     ---------

      Gross profit                                         10,516       180,316
                                                          -------       --------
Operating expenses
  Research and development                                      -         7,594
  Sales and marketing                                     223,107       182,172
  General and administrative                              887,123        86,313
                                                         --------       -------
    Total operating expenses                            1,110,230       276,079
                                                        ----------      -------
    Income (Loss) from operations                      (1,099,714)      (95,763)

Other income                                                1,974             -
                                                        ---------       --------
    Total other income                                      1,974             -
                                                        ---------       --------

Net income (loss)                                      (1,097,740)      (95,763)
                                                       ===========    ==========

Basic and diluted net income (loss) per common share      $ (0.13)      $ (0.01)
                                                      ============      ========

Basic and diluted weighted average shares
     of common stock                                    8,275,956     8,000,000
                                                      ============    =========
</TABLE>



            See accompanying notes to consolidated financial statements.









                                        5


<PAGE>


                          HOLLYWOOD PARTNERS.COM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                          Nine Months Ended
                                                            September 30,
                                                         2000              1999
                                                       --------      ----------
<S>                                                   <C>           <C>
Net revenues                                          $ 62,504      $ 1,019,155

Cost of sales                                                -          600,667
                                                    -----------      -----------
      Gross profit                                      62,504          418,488

Operating expenses

  Research and development                              27,422           12,489
  Sales and marketing                                  604,827          568,965
  General and administrative                         1,650,240          269,404
                                                    ----------         --------
    Total operating expenses                         2,282,489          850,858
                                                    ----------         --------
    Loss from operations                            (2,219,985)        (432,370)

Other income
  Other income                                              -                -
  Interest income                                       17,103              476
                                                       -------             ----
    Total other income                                  17,103              476
                                                    ----------         --------
Loss, before extraordinary item                     (2,202,882)        (431,894)

    Extraordinary gain on extinguishment of debt             -           84,441
                                                   ------------        --------
Net loss                                          $ (2,202,882)      $ (347,453)
                                                  =============      ===========
Basic and diluted net loss per common share:

    Loss before extraordinary item                     $ (0.26)         $ (0.04)

    Extraordinary gain on extinguishment of debt             -                -
                                                            --               --

    Basic and diluted net loss                         $ (0.26)         $ (0.03)
                                                   ============       ==========

Basic and diluted  weighted average shares
    of common stock                                 8,324,000          8,000,000

</TABLE>

         See accompanying notes to consolidated financial statements

                                        6
<PAGE>
                          HOLLYWOOD PARTNERS.COM, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      Nine Months Ended September 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>

                                  Preferred Stock     Common Stock
                                -------------------------------------
                                 Shares    Amount      Shares      Amount
                                --------- ---------   --------    -------
<S>                             <C>       <C>         <C>         <C>
Balance, January 1, 2000             600         1    8,036,000   $8,036

Issuance of stock for services                          388,000      388

Issuance of warrants and
options for services

Net Loss
                                --------- ---------   ----------   -------
Balance, September 30, 2000         600          1     8,424,000   $8,424
                                ========= =========    =========   ========
</TABLE>

<TABLE>
<CAPTION>

                                Additional
                                Paid-In       Accumulated
                                Capital         Deficit        Total
                                ---------     -----------    ----------
<S>                            <C>              <C>        <C>
Issuance of stock for services
Balance, January 1, 2000        $ 2,387,826     $(858,934) $ 1,536,929

Issuance of stock for service       223,172                    223,560

Issuance of warrants and
options for services                 420,288                   420,288

Net Loss                                       (2,202,882)  (2,202,882)
                                ------------   -----------  -----------
Balance, September 30, 2000     $ 3,031,286   $(3,061,816)  $  (22,105)
                                ===========   ============  ===========
</TABLE>



                See accompanying notes to consolidated financial statements





                                        7


<PAGE>
                          HOLLYWOOD PARTNERS.COM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                   September 30,   September 30,
                                                        2000            1999
                                                   -----------------------------
<S>                                               <C>               <C>
Increase (Decrease) in Cash and Cash Equivalents

Cash flows from operating activities:
Net loss                                          $ (2,202,882)     $ (347,450)
Allowance for doubtful accounts                              -               -
Adjustment to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities:
Stock, warrants and options issued for services        643,848               -
Depreciation & Amortization                              8,380               -

Changes in operating assets and liabilities:
Accounts receivable, trade                                   -         611,840
Other receivables                                       (3,650)              -
Inventories                                                  -        (163,231)
Prepaid expenses and other current assets               95,753           3,693
Accounts payable                                       (47,647)       (135,412)
Other assets                                            18,495               -
Accrued expenses                                        (4,385)         24,526
                                                ---------------- ---------------
Cash and cash equivalents provided by
(used in) operating activities                      (1,492,088)         (6,034)
                                                ---------------- ---------------

Cash flows from investing activities:
Proceeds from sale of marketable securities            514,150               -
Purchase of computer equipment                         (39,066)         (4,804)
                                                 --------------- ---------------
Cash and cash equivalents provided by
(used in) investing activities                         475,084          (4,804)
                                                ---------------- ---------------
Cash flows from financing activities:
Loan from related parties                                 1,434        (680,961)
Proceeds from additional paid-in capital                                500,000
Repayment of notes payable                              (34,224)
Proceeds from notes payable                                   -         375,000
                                                ---------------- ---------------
Cash and cash equivalents used in
financing activities                                    (32,790)        194,039
                                                ---------------- ---------------
Decrease in cash and cash equivalents                (1,049,794)        183,201
Cash and cash equivalents, beginning of period        1,086,585         243,834
                                                 --------------- ---------------
Cash and cash equivalents, end of period               $ 36,791       $ 427,035
                                                  ============== ===============
</TABLE>
        See accompanying notes to consolidated financial statements.

                                        8
<PAGE>
                          HOLLYWOOD PARTNERS.COM, INC.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

NOTE 1 - GENERAL

        The  Company  has  positioned  itself to service  its client base in the
areas of marketing,  branding and  distribution.  Using the Company's tie-ins to
entertainment and sports properties, the Company provides strategic solutions to
help clients to achieve  their  marketing and business  objectives.  The Company
will generate revenue by charging the client base for its promotional  packages,
and by utilizing the registered  database for back end commerce and  demographic
enhancement.

         Our  Website  offers  visitors  opportunities  to win free  prizes  and
receive  entertainment-oriented   information  in  exchange  for  simple  opt-in
registration.  We intend to utilize  demographic and  psychographic  information
collected by the  registration  to generate store traffic,  and allow us to send
appropriate  offers from our  marketing  partners.  Once our  Website  generates
sufficient traffic, we can also utilize it as a source for branding, advertising
and back-end business development.

         The experience of our  management  team and the support of our eclectic
advisory  board enables us to create unique and  functional  programs  combining
various  components from the fields of  entertainment,  sports and business that
will keep our  customer  base pleased  with the  results.  To date  revenues are
minimal  because of the  changes in the base  model,  but we are now  focused on
retaining retailers, manufacturers and Fortune 2000 companies as clients for the
upcoming quarters.

         We  launched  our  initial  Website  in  September  1999  under the URL
www.HollywoodPartners.com.  This Website was used to post and manage a number of
sweepstakes contests for various customers and partners,  coming from industries
such  as food  manufacturing,  entertainment,  publishing,  sporting  goods  and
concert promotion.  In the second quarter, we re-launched our Internet offerings
with two new Websites under a HollywoodPartners.com brand umbrella:

        PlanetFree.com  (launched  May 2000) - a new  sweepstakes  Website  that
        replaced the  sweepstakes  functions of the prior  hollywoodpartners.com
        Website and that  initially can host up to 20  sweepstakes  at one time.
        This  Website  is  designed  to  host  sweepstakes  and  promotions  for
        retailers and manufacturers who we believe are seeking a higher level of
        branding and education  capabilities than are generally offered on other
        sweepstakes Websites.

        BigTimeHollywood.com  (launched May 2000) - a new e-magazine that offers
        original  content plus news, games and reference  information  about the
        entertainment   industry,   with  a  primary  focus  toward  movies  and
        television.  The features and other information provided on this Website
        both entertain and inform the visitor about the entertainment industry.

         As part of our  mission,  we also  strive to be a socially  responsible
company. In our normal course of business, we attempt to integrate environmental
organizations   and   charitable   causes  into  our   content.   For   example,
PlanetFree.com  contains links to  environmental  organizations  and many of our
sweepstakes  are expected to have tie-ins to  charities.  We promote  support of
charities  and  encourage  co-sponsorship  of charities as a part of our regular
sales program.
                                        9
<PAGE>


         We intend to use the Hollywood  Partners.com  brand as an "umbrella" to
build,  partner or acquire additional  complementary  Websites that offer unique
content for our visitors.  As this group of associated  Websites builds, we plan
to increase the  relationship we have with our visitors and increase our ability
to effectively conduct direct marketing activities with them.

         Effective  September 13, 1999, the Company  acquired all the issued and
outstanding  shares of Hollywood  Partners,  Inc. that previously  operated as a
wholly-owned  subsidiary  of  Vitafort  International  Corporation.  The Company
issued  5,000,000   shares  of  its  common  stock  to  Vitafort   International
Corporation  in  connection  with  this  acquisition  and  changed  its  name to
Hollywood Partners.com, Inc.

         Previous to the acquisition, the Company had 3,000,000 shares of common
stock outstanding and had only nominal operations.

         The accompanying  financial  statements have been prepared on the basis
that Hollywood Partners,  Inc. has been the acquirer for accounting purposes for
the reporting periods presented.

         The unaudited  consolidated  financial statements have been prepared on
the same basis as the audited  consolidated  financial  statements  for the year
ended  December  31,  1999  and,  in the  opinion  of  management,  reflect  all
adjustments  (consisting of normal recurring  adjustments)  necessary for a fair
presentation for each of the periods presented. The financial statements include
the results of Hollywood Partners,  Inc., a wholly owned subsidiary of Hollywood
Partners.com,  Inc. In addition, all significant intercompany accounts have been
eliminated.  The results of operations for interim  periods are not  necessarily
indicative of results to be achieved for full fiscal years.

         As contemplated by the Securities and Exchange  Commission  (SEC) under
item  310(b)  of  Regulation  S-B,  the  accompanying   consolidated   financial
statements and related footnotes do not contain certain information that will be
included in the Company's annual consolidated financial statements and footnotes
thereto.  The accompanying  consolidated  financial statements should be read in
conjunction  with  the  more  detailed  financial  statements,  and the  related
footnotes thereto, filed with the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1999.

NOTE 2 - OTHER RECEIVABLES

         Other  receivables  include a  receivable  from the sale of  marketable
securities.

NOTE 3 - RELATED PARTY

         As of September 30, 2000,  the Company is owed $ 0.00 from its majority
shareholder, Vitafort International Corporation.

NOTE 4 - NOTES PAYABLE

         Represents  primarily the amount of insurance costs being financed by a
financial  institution.  The note has monthly payments of $6,347, bears interest
at 8.92%, and matures in February 2001.


                                       10
<PAGE>



NOTE 5 - STOCKHOLDERS' EQUITY

         During the third  quarter,  the  Company  issued  150,000  warrants  to
Mediacom, Inc. to purchase common shares at $3.125, vesting immediately with
a 3 year term for consulting services.  The value of the warrants  were
recorded  as a  non  cash charge of $328,500 to consulting   expense.
The Company issued 45,000  options to Carol Yee, an employee, to
purchase common shares at $3.125, vesting immediately with a 3 year term.

NOTE 6 - LIQUIDITY

         The Company  continues to suffer  recurring  losses from operations and
has not generated  sufficient  recurring revenue producing operations to sustain
operations.   Currently,   the  Company's  current  assets  exceed  its  current
liabilities.  The  Company is  attempting  to raise  additional  capital to meet
future working capital requirements and launch new products, but may not be able
to do so. If the Company is not able to raise additional capital, it may have to
significantly curtail operations.  Subsequent to September 30, 2000, the Company
has raised $150,000 in equity financing.

NOTE 7 - LITIGATION

        The Company is not subject to any pending claims or litigation.

NOTE 9 - SUBSEQUENT EVENTS

         The Company has begun to execute  the Hall of Fame Pro,  Inc.  ("HOFP")
business  plan and Paul Bartelt has been hired as  President of HOFP.  Hollywood
Partners  has provided  all of the working  capital to date,  although a private
placement has been initiated by the Company to raise capital for HOFP.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                          (Unaudited)

Cautionary  Statement  for Purposes of "Safe Harbor  Provisions"  of the Private
Securities  Litigation Reform Act of 1995. Certain statements  contained in this
Quarterly  Report on Form 10-QSB  ("Form  10-QSB")  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. These  statements  involve known and unknown risks,  uncertainties  and
other factors that may cause our or our  industry's  actual  results,  levels of
activity,  performance  or  achievements  to be  materially  different  than any
expressed or implied by these forward-looking  statements.  These statements may
be contained in our filings with the Securities and Exchange  Commission,  press
releases,  and  written or oral  presentations  made by our  representatives  to
analysts, rating agencies,  stockholders, news organizations and others. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will,"  "should,"  "intend",  "expects,"  "plans,"  "anticipates,"  "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other  comparable  terminology.  Although we believe that the expectations in
the  forward-looking  statements  are  reasonable,  we cannot  guarantee  future
results,  levels  of  activity,   performance  or  achievements.  See  also  the
information  set forth in Exhibit  99.1 on our Form 8-K dated  January  21, 2000
titled "RISK FACTORS," incorporated herein to this quarterly report.


                                    11
<PAGE>




Three Months and Nine Months Ended September 30, 2000 and 1999

Results of Operations:

         As a result of the rapidly changing dynamics in marketing and the world
of the Internet,  the Company  redefined its business  description  in the third
quarter of last year,  and as a result it may not be  meaningful  to compare the
revenues  of 1999  and  2000.  In the  third  quarter  of 1999 the  Company  was
transitioning  from its food licensing  business to an Internet  sweepstakes and
promotion  model,  therefore  food revenue was reflected in the previous  years'
numbers.

         We  launched  our  initial  Website  in  September  1999  under the URL
www.HollywoodPartners.com.  This Website was used to post and manage a number of
sweepstakes contests for various customers and partners,  coming from industries
such  as food  manufacturing,  entertainment,  publishing,  sporting  goods  and
concert promotion.  In the second quarter, we re-launched our Internet offerings
with two new Websites under a HollywoodPartners.com brand umbrella:

        PlanetFree.com  (launched  May 2000) - a new  sweepstakes  Website  that
        replaced the  sweepstakes  functions of the prior  hollywoodpartners.com
        Website and that  initially can host up to 20  sweepstakes  at one time.
        This  Website  is  designed  to  host  sweepstakes  and  promotions  for
        retailers and manufacturers who we believe are seeking a higher level of
        branding and education  capabilities than are generally offered on other
        sweepstakes Websites.

        BigTimeHollywood.com  (launched May 2000) - a new e-magazine that offers
        original  content plus news, games and reference  information  about the
        entertainment   industry,   with  a  primary  focus  toward  movies  and
        television.  The features and other information provided on this Website
        both entertain and inform the visitor about the entertainment industry.

        Revenues to date have been minimal for the Company's new business  model
and both the financial market conditions and the Internet market conditions have
changed considerably since our initial launch. It has become extremely difficult
to attract investors to a pure Internet business model with no immediate revenue
and profit. In addition,  advertising and promotional  opportunities driven by a
pure Internet model have also become increasingly harder to secure. Due to these
precarious  market  conditions,  management has identified new opportunities for
the Company that could  potentially  allow for more immediate revenue and profit
opportunities.

         In the third  quarter the Company  formed a  subsidiary  called Hall of
Fame Pro, Inc.  ("HOFP").  This newly formed sports  marketing  company that has
brought  together the majority of the members of the Pro Football  Hall of Fame,
content  developers  and marketing and  promotions  experts to market the unique
intellectual property rights of these sports legends.

        One of the initial actions of the HOFP was to form an exclusive alliance
with the Hall of Fame Players Association ("HOFPA"). The HOFPA is a newly formed
association of members of the Pro Football Hall of Fame that was  established to
advance goals of mutual interest of its member  players,  coaches and luminaries
of Pro Football.
                                          12
<PAGE>



        This  association  is exclusive to Pro Football Hall of Fame members and
will work in  conjunction  with the HOFP to build a sports brand.  At this time,
more than 90 of the 137  living  members of the Pro  Football  Hall of Fame have
agreed to join the HOFPA.

        HOFP will target seven initial revenue streams to build out its business
model.  This  business  model  provides  management  with a framework to develop
strategic  relationships  with corporate  sponsors who can take advantage of the
marketing  and  promotional  programs  offered  by the HOFP.  These  sponsorship
programs may include many of the following revenue  opportunities:  Hall of Fame
Golf Series,  HOFP Website and  e-commerce,  licensing,  content  development  &
syndication,  event  sponsorship  and  personal  appearances,   sweepstakes  and
promotions and corporate sponsorships.

        In addition to  implementing  the Hall of Fame  business  strategy,  the
Company  is also in the  process of  transitioning  its  overall  model from the
Internet to a more traditional sales and marketing  organization.  Management is
currently evaluating state of the art technology that will assist the Company as
it  introduces  new products and  services.  With the collapse of  valuations of
Internet  businesses  and the  tightening of the financial  markets,  management
feels that  re-positioning  the Company as a  full-service  sales  marketing and
promotions organization will allow for the greatest potential shareholder value.

         In  September,  John  Coppolino,  a co-founder  and board  member,  was
appointed the President of the Company and is responsible for daily  operations.
Gene Scher is remaining in the position of Chief Executive Officer.

Net Revenues

         For the three months ended  September 30, 2000,  net sales were $10,516
compared  to  $279,446  for the same  period in 1999,  a decrease of $268,930 or
approximately  96%. This decrease in revenue was due to the Company's  change in
strategy to exit the snack food manufacturing and distribution businesses and to
develop its marketing and promotions business on the Internet.

         For the nine months ended  September  30, 2000,  net sales were $62,504
compared to  $1,019,155  for the same period in 1999,  a decrease of $956,651 or
approximately 93.8%. This decrease in revenue was due to the Company's change in
strategy to exit the snack food manufacturing and distribution businesses and to
develop its marketing and promotions business on the Internet.  Revenues for the
period  reflect  sweepstakes  services  performed  for  Vitafort   International
Corporation, the majority owner of the Company.

Gross Profit

         Gross  profit  decreased  from  $180,316  for the  three  months  ended
September  30, 1999 to $10,516 for the three months ended  September 30, 2000, a
decrease of $169,800 or 94.1%.  Gross  profit was 100% of net  revenues  for the
quarter ended September 30, 2000, compared to 64.5% for the same period of 1999.
The  decrease  of the  amount of gross  profit is due to the  change in  Company
strategy,  and  reflects the  decrease in net  revenues  from this  change.  The
increase in the gross margin  percentage  reflects the new business  strategy to
exit the  manufacturing  and  distribution  business  model  and to  initiate  a
technology-based business model.

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<PAGE>



         Gross  profit  decreased  from  $418,488  for  the  nine  months  ended
September  30, 1999 to $62,504 for the nine months ended  September  30, 2000, a
decrease of $355,984 or 85%.  Gross profit was 100% of net revenues for the nine
months ended  September  30, 2000,  compared to 41% for the same period of 1999.
The  decrease  of the  amount of gross  profit is due to the  change in  Company
strategy,  and  reflects the  decrease in net  revenues  from this  change.  The
increase in the gross margin  percentage  reflects the new business  strategy to
exit the  manufacturing  and  distribution  business  model  and to  initiate  a
technology-based business model.

Research and Development

        Total research and development  expenses for product  development in the
three months ended  September  30, 2000 were $ 0 compared to $7,594 for the same
period in 1999, a decrease of $7,594,  or 100%. For the three-month 1999 period,
these expenses were for the  development of food products.

        Total research and development  expenses for product  development in the
nine months ended  September  30, 2000 were $27,422  compared to $12,489 for the
same period in 1999, an increase of $14,933,  or 120%. For the  nine-month  1999
period,  these  expenses  were for the  development  of food  products.  For the
nine-month 2000 period, these expenses were primarily for the development of our
Website offerings and technology underlying the Website.

Sales and Marketing

         Total sales and marketing expenses for the three months ended September
30,  2000,  were  $223,107  compared  to  $182,172  for the three  months  ended
September 30, 1999,  an increase of $40,935,  or 22%. This decrease is primarily
due to the cost of design and  development  of the Company's new Websites on the
Internet and the cost of promoting its new business strategy,  which was greater
than the amounts spent in the prior year.

         Total sales and marketing  expenses for the nine months ended September
30, 2000, were $604,827 compared to $568,965 for the nine months ended September
30, 1999, an increase of $35,862, or 6.3%. This decrease is primarily due to the
cost of design and development of the Company's new Websites on the Internet and
the cost of  promoting  its new  business  strategy,  which was greater than the
amounts spent in the prior year.

General and Administrative

         For the three  months  ended  September  30,  2000,  total  general and
administrative  expenses were $887,123  compared to $86,313 for the same quarter
ended  September 30, 1999, an increase of $800,810.  This increase is due to the
increase  of staffing  and  administrative  expenses  to execute  the  Company's
business strategy to marketing and promotions on the Internet.

         For the nine  months  ended  September  30,  2000,  total  general  and
administrative expenses were $1,650,240 compared to $269,404 for the nine months
ended September 30, 1999, an increase of $1,380,836. This increase is due to the
increase of staffing and other administrative  expenses to execute the Company's
business strategy to marketing and promotions on the Internet.
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<PAGE>





Liquidity and Capital Resources
                                                     Nine Months Ended
                                                        September 30,
                                                      2000          1999
                                                 -------------  ---------------
Net Cash Provided by (Used in) for Operations  $(1,492,088)       $(686,995)
Net Cash Used in Financing Activities             ( 32,790)         875,000
Net Cash Used in Investing Activities              475,084           (4,804)
Working Capital  (Deficit)                         (59,805)         146,082

        The Company is increasing spending levels to allow for the transition of
focus from the prior business of formulating,  marketing and  distributing  food
products  to a new  business  strategy  to develop a  marketing  and  promotions
Website on the Internet.  The Company  received a $2 million funding  commitment
during  1999 to  support  this  change  in  focus  and to  allow  for  increased
expenditures.  The Company has suffered  recurring losses from  operations.  The
Company is attempting to raise additional capital to meet future working capital
requirements,  but may not be able to do so.  Should the  Company not be able to
raise additional capital, it may have to severely curtail operations.


































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<PAGE>



PART II - OTHER INFORMATION

                          HOLLYWOOD PARTNERS.COM, INC.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                          HOLLYWOOD PARTNERS.COM, INC.
                                    (Company)

                               /s/ John Coppolino
                                 John Coppolino
                                    President


                                 /s/ Fred Rigaud
                                   Fred Rigaud
                         Acting Chief Financial Officer



                             Date: November 20, 2000
















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