<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
-------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
Commission file number 1-12850
XDOGS.COM, INC.
(Exact name of small business issuer as specified in its charter)
527 MARQUETTE AVE. SOUTH, SUITE 2100
MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices)
Incorporated under the laws of 84-1168832
the State of Nevada ----------------------------
I.R.S. Identification Number
(612) 359-9020
(Small Business Issuer's telephone number including area code)
--------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.01
PAR VALUE PER SHARE (Title of Class)
Indicate by check mark whether the Company (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
<PAGE> 2
Our revenues for our most recent fiscal year were $2,342
The aggregate market value of the Company's common stock held by non-affiliates
of the Company on March 31, 2000 was approximately $21,820,000 computed by
reference to the closing bid price as quoted on that date.
Check whether the Company has filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Securities Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes X No
We have one class of equity securities outstanding: Common Stock, $.01 par value
per share. On March 31, 2000, there were 9,685,104 shares outstanding. As of
June 30, 1998, the date of our reorganization in Bankruptcy, our common shares
were subject to a 54 for 1 reverse split. All references to our shares in this
Registration Statement include the effect of the 54 for 1 reverse split of our
common stock.
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XDOGS.COM, INC.
FORM 10-KSB ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C> <C> <C>
PART I
ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR THE COMPANY'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
ITEM 7. FINANCIAL STATEMENTS
ITEM 8. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT
ITEM 10. EXECUTIVE COMPENSATION
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
----------
</TABLE>
<PAGE> 4
References in this document to "us," "we," or "the Company" refer to
Xdogs.com, Inc., its predecessor, and its subsidiary.
PART I
ITEM 1. BUSINESS
GENERAL
We had operations as of March 31, 2000. We had filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on November 5, 1997. The Plan of
Reorganization was approved on June 30, 1998; and the Order and Final Decree
closing the Chapter 11 case was issued on September 10, 1998.
HISTORY
Prior to our Bankruptcy reorganization, we had historically marketed,
manufactured and distributed Sled Dogs(TM) brand snow skates and related
accessories. The prototype to the snow skate was developed by Hannes Jacob, a
Swiss citizen.
In March 1994, we completed an initial public offering of 1,750,000
shares of common stock and received net proceeds of $7,101,862.
We were originally incorporated in Colorado under the name Snow Runner
(USA), Inc. in April 1991. In June 1991, our name was changed to Snow Runner
Holdings, Inc. We were the general partner of Snow Runner (USA) Ltd., a Colorado
limited partnership (the "Partnership"). The Partnership was dissolved in August
1992 and our name was changed to Snow Runner (USA) Inc. In late 1993, we
relocated our operations to Minnesota and, in January 1994, changed our name to
SnowRunner, Inc. In November 1994, we changed our name to The Sled Dogs Company.
All assets owned by The Sled Dogs Company were transferred in a full and final
settlement with Norwest Credit, Inc. in March, 1999. In May, 1999, we changed
our state of domicile to Nevada and our name to Xdogs.com, Inc.
PROPOSED BUSINESS
As of March 31, 2000, we had limited operations and should be
considered to have limited operations and to be undercapitalized. It is our
intention to develop into a wholesale distributor and Internet retailer of
outdoor sports and lifestyle apparel.
We provide the North American market access to a unique portfolio of
products not currently available. The Company's distribution relationships are
with European manufacturers of best-in-class outdoor sports and lifestyle
clothing and equipment that are new to the North American market but have
dominant market share in their respective markets. Offering exclusive and unique
product lines differentiates the Company from its competitors and is a key to
its competitive advantage. We
<PAGE> 5
will build our brand through traditional wholesale distribution as well as
direct on-line sales to consumers. We are building a dynamic and vibrant on-line
community that builds brand awareness, supports the Company's retail dealers,
and increases the level of consumer interest in the outdoor active lifestyle.
Our activities benefit its manufacturing partners, retail dealers and
Internet based community by:
o Providing manufacturers access to the North American market
through wholesale distribution and via Internet sales and
marketing on www.xdogs.com.
o Increasing retailer sales by attracting customers interested in
unique, "best-in-class" products for the outdoor lifestyle.
o Creating a strong community within the XDOGS.COM website.
o Giving community members access to unique products, technical
information, product reviews, expert advice, testimonials,
outdoor news, schedules for action and outdoor sports, trip
planning and packing checklists for a variety of events.
o Giving visitors a unique and user-friendly shopping experience.
We have formed partnerships with experts in merchandising, e-commerce,
website development, inventory management and fulfillment, wholesale and retail
sales and marketing. These partners are critical to the success of our sales
strategies.
For the period ended March 31, 2000, we entered into several
distribution agreements. All of these agreements are for limited periods and
territories of exclusivity and are subject to performance criteria on our part.
We anticipate that these relationships will lead to substantial revenues in the
next fiscal year.
In September, 1999 we executed a distribution agreement with Berghaus
Limited. Under this agreement, we became their North American distributor.
Berghaus Limited is a manufacturer of outdoor sporting goods, including
performance clothing, footwear, and equipment.
In January, 2000 we executed a distribution agreement with Oxbow, S.A.
Under this agreement, we became their exclusive North American distributor
(excluding the Caribbean basin). Oxbow, S.A. manufacturers of outdoor
sportswear, including footwear, luggage, business bags and pouches.
In February, 2000 we executed a distribution agreement with Metzler
Design Brillenvertrieb GmbH. Under this agreement, we became their exclusive
North American distributor. Metzler Design Brillenvertrieb GmbH. is a
manufacturer of eyewear under the Lumen trademark.
Subsequent to the fiscal year end, in June, 2000, we executed a
distribution agreement with Gaastra International Sportswear, B.V. Under this
agreement, we became their exclusive North American distributor (excluding the
Caribbean basin).Gaastra International Sportswear, B.V. manufacturers of sports
clothing and equipment.
<PAGE> 6
COMPETITION
The operations in which we propose to engage will be extremely
competitive and subject to numerous risks. Selling on the Internet is new and
highly competitive, with many companies having access to the same market. The
profitability of this business is unproven. Further, the barriers to entry are
not substantial. It is expected that most, if not all of our potential
competitors have greater financial resources and longer operating histories than
ours and can be expected to compete within the business which we plan to engage.
We plan to use the Internet to give ourselves the marketing edge to be able to
compete. Although we expect ultimately to be competitive in the markets in which
we compete, there can be no assurance that we will have the necessary resources
to be competitive.
PATENTS, TRADEMARKS, AND PROPRIETARY RIGHTS
As of March 31, 2000, we owned registered trademarks "Extreme Dog" and
"the Extreme Dogs" logo with the U.S. Patent and Trademark Office. We had also
filed for U.S. trademark registration for the trademark "Life Without Limits".
While we are not aware of any conflicting trademark rights owned by other
parties, no assurance can be given that no such rights exist. We disposed of
certain of its registered marks as a result of our settlement agreement with
Norwest Credit, Inc. in 1999.
With respect to our foreign patent and trademark filings, no assurance
can be given that we will secure patent or trademark registrations in all
foreign countries in which applications are now pending or in which applications
are expected to be filed sometime in the future, or that we will maintain all
existing applications or registrations.
EMPLOYEES
As of March 31, 2000, we had fourteen employees, including three
executive and eleven staff members. At that time, our directors and officers
managed our corporate affairs. Since February 1, 1998, Mr. Rodriguez, our
President, had been accruing a monthly salary of $7,000, plus a $500 per month
car allowance. On November 23, 1999, we entered into a five year employment
agreement with Mr. Rodriguez. Under the terms of the agreement, we accrue $5,000
per month in salary for him. He has stock options to acquire up to 550,000
common shares at exercise prices between $1.00 and $3.00 per share within five
years of the date of the grant. Mr. Rodriguez will be entitled to a five percent
fee, payable in stock, on funds raised by him. Otherwise, no officer or director
is paid a salary. Our employees are not represented by any collective bargaining
organization.
RESEARCH AND DEVELOPMENT
Our expenditures for research and development activities amounted to $-0-
in 2000 and 1999.
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FORWARD-LOOKING STATEMENTS
Forward-looking statements herein are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Certain
important factors could cause results to differ materially from those
anticipated by some statements made herein. You are cautioned that all
forward-looking statements involve risks and uncertainties. Among the factors
that could cause results to differ materially are the following: inability to
control costs or expenses; manufacturing and distribution problems; and lack of
market acceptance of our products.
ITEM 2. PROPERTIES
Our corporate office is located at 527 Marquette Ave. South, Suite
2100, Minneapolis, Minnesota 55402. This office space is leased from an
unaffiliated third party for $6700 per month on a lease ending December 31,
2003. We do not plan to maintain manufacturing facilities. All manufacturing is
planned to be done by third party contractors.
ITEM 3. LEGAL PROCEEDINGS
As of March 31, 2000, neither we, nor any of our officers or directors,
in their capacities as such were the subject of any material, pending or
threatened legal proceeding, and Management is not aware of any contemplated
action against us or such officers or directors.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of fiscal year 2000.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Principal Market or Markets
<PAGE> 8
Our Common Stock was listed on the NASDAQ Small Cap Market under the
symbol SNOW and on the Boston Stock Exchange under the symbol SNW. Effective
with the close of business on June 19, 1997, our Common Stock was delisted from
the NASDAQ Small Cap Market. After this date, we began trading on the NASD
Bulletin Board. Market makers and other dealers provided bid and ask quotations
of our Common Stock.
The table below represents the range of high and low bid quotations of
our Common Stock as reported during the reporting period herein. The following
bid price market quotations represent prices between dealers and do not include
retail markup, markdown, or commissions; hence, they may not represent actual
transactions.
<TABLE>
<CAPTION>
Fiscal Year ended 2000 High Low
---- ---
<S> <C> <C>
First Quarter
Common Shares $4.50 $2.187
Second Quarter
Common Shares $4.375 $2.75
Third Quarter
Common Shares $6.25 $2.062
Fourth Quarter
Common Shares $4.625 $3.125
</TABLE>
<TABLE>
<CAPTION>
Fiscal Year Ended 1999 High Low
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<S> <C> <C>
First Quarter
Common Shares $0.06 $0.04
Second Quarter
Common Shares $3.00 $0.04
Third Quarter
Common Shares $0.63 $0.13
Fourth Quarter
Common Shares $3.25 $0.34
</TABLE>
<PAGE> 9
(b) Approximate Number of Holders of Common Stock
As of March 31, 2000, a total of 9,685,104 shares of our Common Stock
were outstanding and the number of holders of record of our common stock at that
date was approximately 1,000. However, we estimate that it has a significantly
greater number of shareholders because a substantial number of our shares are
held in nominee names by our market makers.
(c) Dividends
Holders of common stock are entitled to receive such dividends as may
be declared by our Board of Directors. No dividends on the common stock were
paid by us during the periods reported herein nor do we anticipate paying
dividends on common stock in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
As of March 31, 2000, we had limited operations. We were in the process
of implementing our business plan to develop into a seller of action sports hard
goods and related apparel. Our most significant accomplishment for the period
ended March 31, 2000 was our execution of distribution agreements with Berghaus,
Limited, Oxbow, S.A., and Metzler Design Brillenvertrieb, GmbH. We have become
the North American distributor for these companies. We anticipate that these
relationships will begin generating substantial revenues in the next fiscal
year.
The accounting presentation for a reorganized company such as ours is
shown under what is known as "fresh-start accounting." This type of presentation
restates all assets and liabilities to
<PAGE> 10
reflect their reorganization value, which approximates the applicable fair value
at the date of reorganization. The gain from forgiveness of debt was reflected
on our June 30, 1998 Statement of Operations, and our historical retained
deficit of $14,519,354 was eliminated. Therefore, beginning July 1, 1998, none
of our financial statements reflected any retained earnings or deficit.
With the changes made under "fresh-start accounting," as of March 31,
1999, we had current assets and total assets of $104,252. We had outstanding
liabilities not subject to compromise of $17,150 and liabilities subject to
compromise of $32,438. As of March 31, 2000, we had current assets of $325,332
and total assets of $607,700.
After implementing "fresh-start accounting," we had total sales of
$34,829 for the period ended March 31, 1999. We had net sales of $2,342 for the
period ended March 31, 2000. We had no cost of goods sold during the period
ended March 31, 1999 and had selling, general, and administrative expenses of
$545,739. We had no cost of goods sold during the period ended March 31, 2000
and had selling, general, and administrative expenses of $6,469,713. This amount
included the issuance of common shares, options, and warrants with a fair value
of $4,630,684. We had an interest expense of $84,620 during the period ended
March 31, 1999 and interest expense of $859 during the period ended March 31,
2000. Our net loss during the period ended March 31, 1999, which included losses
from continuing operations and reorganization items was $1,492,349, or a loss of
$0.49 per share. We recorded an extraordinary gain of $402,625 on debt
extinguishment during the period ended March 31, 1999. As a result of this
extraordinary item, we had a net loss of $0.36 per share for the nine months
ended March 31, 1999. We had a net loss during the period ended March 31, 2000,
which only included losses from continuing operations, of $6,463,817, or a loss
of $0.615 per share.
Our plan for the fiscal year ended March 31, 2001 is to continue to
implement our development into a seller of action sports hard goods and related
apparel. We plan to actively develop our relationship with the companies with
whom we have developed contracts during the last fiscal year. While we
anticipate generating substantial revenues during the fiscal year ended March
31, 2001, we still do not expect to be profitable during this period.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents were $282,795 on March 31, 2000, compared
to $86,919 on March 31, 1999. During the period ended March 31, 2000, our
operations increased net cash by $195,876. This increase came primarily from the
sale of securities during the period.
During the nine months ended March 31, 1999, we had no investing
activities. During the twelve months ended March 31, 2000, we used $302,485 in
investing activities, which consisted
<PAGE> 11
of $106,792 for the purchase of equipment and $195,693 for the acquisition of
distribution rights..
Our financing activities for the period ended March 31, 1999 provided
cash of $777,014, which consisted of proceeds from sales of common stock. We
paid $293,206 in notes payable. Therefore, our net cash provided by financing
activities was $483, 808, which we used for general and administrative expenses,
as well as working capital. Our financing activities for the period ended March
31, 2000 provided cash of $1,865,686.
As of March 31, 2000, we were at the beginning of the development of
our business plan. We plan to raise additional capital during the coming fiscal
year, but did not have any definitive plans as of March 31, 2000.
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS FORM 10-KSB ARE MADE PURSUANT TO
THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. CERTAIN
IMPORTANT FACTORS COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED BY SOME STATEMENTS MADE IN THIS FORM 10-KSB. AMONG THE FACTORS THAT
COULD CAUSE RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING: LACK OF AVAILABILITY
OF FINANCING; INABILITY TO CONTROL COSTS OR EXPENSES; MANUFACTURING AND
DISTRIBUTION PROBLEMS; AND LACK OF MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS.
REFERENCE IS ALSO MADE TO THE RISK FACTORS CONTAINED IN THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-3 (NO. 33-80875), WHICH ARE INCORPORATED HEREIN
BY REFERENCE.
ITEM 7. FINANCIAL STATEMENTS
//////INSERT HERE/////
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
<PAGE> 12
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Our Directors and Executive Officers as of March 31, 2000 are shown
below:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Kent Rodriguez 43 Chairman, President, Director
Robert Corliss 46 Director
Douglas Barton 56 Director
Craig Avery 51 Secretary
</TABLE>
Each Director is serving a term of office which will continue until the next
annual meeting of shareholders and until the election and qualification of his
respective successor.
KENT RODRIGUEZ.
Mr. Rodriguez joined the Company as Chairman, President, and Chief Executive
Officer in January, 1997. Since 1995, he has been the Managing Partner of Weyer
Capital Partners, a Minneapolis-based venture capital corporation. From 1985 to
1995, he was employed by the First National Bank of Elmore, Minnesota in various
capacities. He has a B.A. degree from Carleton College.
<PAGE> 13
ROBERT CORLISS
Mr. Corliss has served as a Director of the Company since July, 1997. Since 1993
until September, 1998, he has been the President of Infinity Sports and Leisure
Group of Lebanon, New Jersey, a designer, manufacturer and distributor of
athletic products under the Bike Athletic and Marksman brand names. He was also
President and Chief Executive Officer of Herman's Sporting Goods, Inc. which he
sold in 1993. In September, 1998, he was named Chief Executive officer of The
Athlete's Foot, a chain of retail athletic footwear stores. He has an MBA degree
from the University of Maryland. Mr. Corliss shall devote such time as is
necessary to carry out his responsibilities as an Officer and Director of the
Company.
DOUGLAS BARTON
Mr. Barton has served as a Director of the Company since November, 1998. From
1987 to the present, he has been the President of Douglas Communications, Inc.,
a private promotion, development, and marketing consulting firm. He has a B.S.
degree in Economics/History from the University of Minnesota. Mr. Barton shall
devote such time as is necessary to carry out his responsibilities as a Director
of the Company.
CRAIG AVERY
Mr. Avery has served as Secretary of the Company since August, 1997. For the
past several years, he has been the owner of Craig C. Avery Company, a
Minneapolis-based real estate development and investment company, which has
developed apartments, senior housing, office buildings, and industrial and
residential land subdivisions. Mr. Avery currently serves on the Boards of Call
4 Wireless, Rock Cliff Development, Cash-N-Pawn, and Host Partners. He has a
B.A. and MBA degree in Finance from the University of Minnesota. Mr. Avery shall
devote such time as is necessary to carry out his responsibilities as an Officer
of the Company.
The Board of Directors has established no committees. Members of the
Board of Directors receive no additional compensation for their service on the
Board of Directors.
The Company's Directors will serve in such capacity until the next
annual meeting of the Company's shareholders and until their successors have
been elected and qualified. There are no family relationships among the
Company's officers and directors, nor are there any arrangements or
<PAGE> 14
understanding between any of the directors or officers of the Company or any
other person pursuant to which any officer or director was or is to be selected
as an officer or director.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires our officers and directors and persons owning more than ten percent of
our Common Stock to file initial reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Additionally, Item 405 of
Regulation S-B under the 34 Act requires us to identify in its Form 10-KSB and
proxy statement those individuals for whom one of the above referenced reports
was not filed on a timely basis during the most recent fiscal year or prior
fiscal years. Given these requirements, we have the following report to make
under this section. All of our officers or directors, and all persons owning
more than ten percent of its shares have filed the subject reports, if required,
on a timely basis during the past fiscal year.
ITEM 10. EXECUTIVE COMPENSATION
Only one executive officer accrued compensation and no other executive
officer or director accrued or received compensation in excess of $100,000
during the fiscal year ended March 31, 2000. Compensation does not include minor
business-related and other expenses paid by us for our officers during fiscal
year 2000 or 1998. Such amounts in the aggregate do not exceed $10,000.
Our Chief Executive Officer, Mr. Kent Rodriguez, was paid $15,000 for
the period ended March 31, 2000. He was issued a total of 3,374,102 shares in
1999 in exchange for compensation of $105,000 and a personal guaranty by him of
$843,500 on one of our debts. On November 23, 1999, we entered into a five year
employment agreement with Mr. Rodriguez. Under the terms of the agreement, we
accrue $5,000 per month in salary for him. He has stock options to acquire up to
550,000 common shares at exercise prices between $1.00 and $3.00 per share
within five years of the date of the grant. Mr. Rodriguez will be entitled to a
five percent fee, payable in stock, on funds raised by him.
Mr. Rodriguez accrued compensation of $15,000 for 1998, which included a
salary of $7,000 per month and a $500 per month car allowance. No other
executive officer or director accrued or received compensation for fiscal year
1998.
<PAGE> 15
From time to time, we have granted shares of our common stock as
additional compensation to its officers and key employees for their services, as
determined by our Board of Directors. During fiscal year 2000, no shares were
granted to officers or key employees.
As of March 31, 2000, we had no group life, or relocation plans in
effect. Further, we have no pension plans or plans or agreements which provide
compensation on the event of termination of employment or change in control of
our Company. We do have a group health policy through Blue Cross/Blue Shield.
We do not pay members of our Board of Directors any fees for attendance
or similar remuneration, but reimburses them for any out-of-pocket expenses
incurred by them in connection with our business.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of our
Common Stock as of March 31, 2000 by (i) each person known by us to be the
beneficial owner of more than five percent of our outstanding common stock; (ii)
each director of our Company; and (iii) all executive officers and directors of
our Company as a group. As of March 31, 2000, we had a total of 9,685,104 common
shares issued and outstanding.
<TABLE>
<CAPTION>
Names and Addresses Beneficial Percent
of Beneficial Owner Ownership of Class
<S> <C> <C>
Kent Rodriguez 3,374,102 34.8%
527 Marquette Ave. South
Suite 2100
Minneapolis, MN 55402
Craig Avery 263,000 2.7%
527 Marquette Ave. South
Suite 2100
Minneapolis, MN 55402
Robert Corliss 25,000 .26%
527 Marquette Ave. South
Suite 2100
Minneapolis, MN 55402
Douglas Barton 105,000 1.1%
527 Marquette Ave. South
Suite 2100
Minneapolis, MN 55402
Officers and Directors 3,767,102 38.86%
as a Group (4 persons)
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We issued our Chief Executive Officer, Mr. Kent Rodriguez, a total of
3,374,102 shares in 1999 in exchange for compensation of $105,000 and a personal
guaranty by him of $843,500 on one of our debts.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See "Exhibit Index" immediately following the signatures
on this report on Form 10-KSB.
(b) Reports on Form 8-K. No report on Form 8-K was filed during the last
quarter of fiscal year 2000.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Company has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: July 13, 2000 XDOGS.COM, INC.
/s/ Kent Rodriguez
-------------------------------------
Kent Rodriguez, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Company in the
capacities and on the dates indicated.
Signature and Title Date
-------------------- ----
/s/ Kent Rodriguez July 13, 2000
----------------------------
Kent Rodriguez, President,
Chief Executive Officer and
Director (Principal Executive Officer)
<PAGE> 17
/s/ Craig Avery July 13, 2000
----------------------------
Craig Avery, Chief Financial Officer, Treasurer and
Secretary (Principal Financial and Accounting Officer)
/s/ Robert Corliss July 13, 2000
----------------------------
Robert Corliss, Director
/s/ Douglas Barton July 13, 2000
----------------------------
Douglas Barton, Director
<PAGE> 18
EXHIBIT INDEX TO FORM 10-KSB
For the fiscal year Commission File Number 1-12850
ended March 31, 2000
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C> <C>
3.1 Restated Articles of Incorporation (Incorporated by reference to *
Exhibit 3.1 to Registration Statement on Form SB-2, Registration
No. 33-74240C).
3.2 Restated Bylaws (Incorporated by reference to Exhibit 3.2 to *
Registration Statement on Form SB-2, Registration No.
33-74240C).
3.3 Articles of Incorporation for the State of Nevada (Incorporated *
by reference to Exhibit 3.3 to Form 10-KSB, filed February, 2000).
3.4 Articles of Merger for the Colorado Corporation and the Nevada *
Corporation (Incorporated by reference to Exhibit 3.4 to Form
10-KSB, filed February, 2000)
3.5 Bylaws of the Nevada Corporation (Incorporated by reference to *
Exhibit 3.5 to Form 10-KSB, filed February, 2000).
4.1 Specimen of Common Stock (Incorporated by reference to Exhibit *
4.1 to Registration Statement on Form SB-2, Registration No.
33-74240C).
10.1 Contract of Sale between Hannes Jacob and Allrounder Idea *
Realization, S.A. and Snow Runner (Properties) Inc. dated
September 3, 1993 (Incorporated by reference to Exhibit 10.1 to
Registration Statement on Form SB-2, Registration No.
33-74240C).
10.2 Payment Agreement between Hannes Jacob and Allrounder Idea *
Realization, S.A. and Snow Runner (Properties) Inc. dated
September 3, 1993 (Incorporated by reference to Exhibit 10.2 to
Registration Statement on Form SB-2, Registration No.
33-74240C).
10.3 Termination and Release Agreement between Hannes Jacob and *
Allrounder Idea Realization, S.A. and Snow Runner (Properties)
Inc. dated September 3, 1993 (Incorporated by reference to
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Exhibit 10.3 to Registration Statement on Form SB-2,
Registration No. 33-74240C).
10.4 Assignment, Bill of Sale and Agreement between DalBello Sport *
S.R.L. and Snow Runner (USA), Inc. effective September 3, 1993
(Incorporated by reference to Exhibit 10.4 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.5 Product Manufacturing Agreement between Snow Runner (USA) Inc. *
and DalBello Sport S.R.L. effective September 3, 1993
(Incorporated by reference to Exhibit 10.5 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.6 Product Development Agreement between Snow Runner (USA) Inc. and *
DalBello Sport S.R.L. effective September 3, 1993 (Incorporated
by reference to Exhibit 10.6 to Registration Statement on Form
SB-2, Registration No. 33-74240C).
10.7 Termination and Release Agreement between DalBello Sport S.R.L. *
and Snow Runner (USA) Inc. effective September 3, 1993
(Incorporated by reference to Exhibit 10.7 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.8 Termination and Release Agreement between DalBello Sport S.R.L. *
and Snow Runner (Properties) Inc. effective September 3, 1993
(Incorporated by reference to Exhibit 10.8 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.9 Inter-company Assignment and Bill of Sale between Snow Runner *
(USA) Inc. and Snow Runner (Properties) Inc. effective September
3, 1993 (Incorporated by reference to Exhibit 10.9 to
Registration Statement on Form SB-2, Registration No.
33-74240C).
10.10 License Agreement between Snow Runner (Properties) Inc. and Snow *
Runner (USA) Inc. effective September 3, 1993 (Incorporated by
reference to Exhibit 10.10 to Registration Statement on Form
SB-2, Registration No. 33-74240C).
10.11 License Agreement between Hannes Jacob and Allrounder *
Realization SA and Snow Runner (USA) Inc. dated June 26, 1992
(Incorporated by reference to Exhibit 10.11 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.12 Amended and Restated Distribution Agreement between Snow Runner *
(USA) Inc. and DalBello Sport S.R.L. dated June 26, 1992
(Incorporated by reference to Exhibit 10.12 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.13 Stock Purchase Agreement between Snow Runner (USA) Inc. and *
HAIFinance Corp. dated July 25, 1992 (Incorporated by reference
to Exhibit 10.13 to Registration Statement on Form SB-2,
Registration No. 33-74240C).
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10.14 Assignment and Assumption Agreement between Snow Runner (USA) *
Ltd. and Snow Runner Holdings, Inc. dated July 23, 1992
(Incorporated by reference to Exhibit 10.14 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.15 SnowRunner, Inc. Stock Option Plan effective January 1994 *
(Incorporated by reference to Exhibit 10.15 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.16 Lease between the Company and Midtown Commons dated September *
29, 1993 (Incorporated by reference to Exhibit 10.16 to
Registration Statement on Form SB-2, Registration No.
33-74240C).
10.17 Lease between the Company and McCann Developments dated *
September 29, 1993 (Incorporated by reference to Exhibit
10.17 to Registration Statement on Form SB-2, Registration
No. 33-74240C).
10.18 Shareholder Agreement by and among Snow Runner (USA) Inc., Nigel *
Alexander, Steven Clarke, Harbour Settlement, HAIFinance Corp.
dated July 28, 1992 (Incorporated by reference to Exhibit 10.18
to Registration Statement on Form SB-2, Registration No.
33-74240C).
10.19 Reorganization Agreement by and among Snow Runner (USA) Ltd., *
Snow Runner Holdings, Inc., Nigel Alexander, Steven Clarke and
Harbour Settlement dated July 23, 1992 (Incorporated by
reference to Exhibit 10.19 to Registration Statement on Form
SB-2, Registration No. 33-74240C).
10.20 Amendment to Limited Partnership Agreement by and among Snow *
Runner Holdings, Inc., Nigel Alexander, Steven Clarke and
Harbour Settlement dated July 23, 1992 (Incorporated by
reference to Exhibit 10.20 to Registration Statement on Form
SB-2, Registration No. 33-74240C).
10.21 Option Agreement by and between Nigel Alexander and Steven *
Clarke dated July 28, 1992 (Incorporated by reference to Exhibit
10.21 to Registration Statement on Form SB-2, Registration No.
33-74240C).
10.22 Employment Agreement dated January 1, 1994 for John Sundet *
(Incorporated by reference to Exhibit 10.22 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.23 Employment Agreement dated January 1, 1994 for Nigel Alexander *
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(Incorporated by reference to Exhibit 10.23 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.24 Employment Agreement dated January 1, 1994 for Mary Horwath *
(Incorporated by reference to Exhibit 10.24 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.25 Employment Agreement dated January 1, 1994 for Steven Clarke *
(Incorporated by reference to Exhibit 10.25 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.26 Loan Agreement by and between Snow Runner (USA), Inc. and *
HAIFinance Corp. dated January 7, 1994 (Incorporated by
reference to Exhibit 10.26 to Registration Statement on Form
SB-2, Registration No. 33-74240C).
10.27 Term Note to HAIFinance Corp. dated January 7, 1994 *
(Incorporated by reference to Exhibit 10.27 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.28 Existing Loans Note to HAIFinance Corp. dated January 7, 1994 *
(Incorporated by reference to Exhibit 10.28 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.29 Bridge Financing Agreement by and between Snow Runner (USA), *
Inc. and HAIFinance Corp. dated January 7, 1994, with
Registration Rights Agreement (Incorporated by reference to
Exhibit 10.29 to Registration Statement on Form SB-2,
Registration No. 33-74240C).
10.30 Security Agreement dated January 7, 1994 made by Snow Runner *
(USA), Inc. to HAIFinance Corp. (Incorporated by reference to
Exhibit 10.30 to Registration Statement on Form SB-2,
Registration No. 33-74240C).
10.31 Subordinated Promissory Note dated September 16, 1993 to Seaton *
Place Nominees, Ltd. (Incorporated by reference to Exhibit 10.31
to Registration Statement on Form SB-2, Registration No.
33-74240C).
10.32 Amended and Restated Shareholders Agreement dated January 7, *
1994 by and among Snow Runner (USA) Inc., Nigel Alexander,
Steven Clarke, Harbour Settlement, HAIFinance Corp.
(Incorporated by reference to Exhibit 10.32 to Registration
Statement on Form SB-2, Registration No. 33-74240C).
10.33 Credit and Security Agreement dated June 30,1995 between the *
Company and Norwest Credit, Inc.
10.34 Revolving Note for $2,000,000 dated June 30, 1995 between the *
Company and Norwest Credit, Inc.
10.35 Patent and Trademark Security Agreement dated June 30, 1995 *
between the Company and Norwest Credit, Inc.
10.36 Consulting Agreement with Douglas Ellenoff dated January 1, 1995. *
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10.37 Consulting Agreement with Stephen C. Martin dated January 1, *
1995.
10.38 Market Representative Agreement, dated July 24, 1996, between *
the Company and Japan Business Link, Inc.
10.39 Agency Services Agreement, dated July 26, 1996, between the *
Company and Williams Television Time, Inc.
10.40 Telesales Service Agreement, dated August 12, 1996, between the *
Company and Icon Health & Fitness, Inc.
10.41 Agreement, dated September 18, 1996, between the Company and *
Distribution Systems and Services Corporation
10.42 Agreement with Berghaus Limited (Incorporated by reference to *
Exhibit 10.42 to Form 10-KSB, filed February, 2000).
10.43 Agreement with Oxbow, S.A. dated January 24, 2000
10.44 Agreement with Metzler Design Brillenvertrieb GmbH, dated February 6, 2000
10.45 Agreement with Gaastra International Sportswear, B.V., dated June 1, 2000
13 Portions of 1996 Annual Report to Shareholders *
21 List of Subsidiaries (Incorporated by reference to Exhibit 21 to Registration *
Statement on Form SB-2, Registration No. 33-74240C).
27 Financial data schedule
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* Incorporated by reference to a previously filed exhibit or report.
