SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1999
Commission file number 1-12850
XDOGS.COM, INC.
Formerly known as The Sled Dogs Company
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(Exact name of small business issuer as specified in its charter)
80 SOUTH EIGHTH STREET, SUITE 3660
MINNEAPOLIS, MINNESOTA 55402
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(Address of principal executive offices)
Incorporated under the laws of 84-1168832
the State of Nevada ----------------------------
I.R.S. Identification Number
(612) 359-9020
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(Small business issuer's telephone number including area code)
_____________________________________
Indicate by check mark whether the issuer (1) has 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 (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes No X
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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 X
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,755,104 shares of Common
Stock, $.01 par value per share, outstanding as of June 30, 1999.
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XDOGS.COM, INC.
FORM 10-QSB/A QUARTERLY REPORT FOR THE QUARTER ENDED
June 30, 1999
TABLE OF CONTENTS
Page
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Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 1999 and March 31, 1999 3
Condensed Consolidated Statements of Operations
for the Three Months ended June 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows
for the Three Months ended June 30, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements -
June 30, 1999 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II - Other Information
Item 1. Legal Proceedings 8
Item 3. Defaults on Senior Securities 8
Item 6. Exhibits and Reports on Form 8-K 8
Signature 9
2
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Xdogs.com, Inc.
(fka The Sled Dogs Company)
Balance Sheet
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Unaudited
June March
30, 1999 31, 1999
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ASSETS
Current Assets:
Cash and cash equivalents $ 274,715 $ 86,919
Prepaid Expenses 21,333 17,333
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Total Current Assets 296,048 104,252
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Property and equipment 4,276 0
Less Accumulated Depreciation (225) 0
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Net Property and Equipment 4,051 0
TOTAL ASSETS $ 300,099 $ 104,252
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 35,252 $ 17,150
Other accrued liabilities 66 0
Liabilities Subject to Compromise 0 32,438
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Total current liabilities 35,318 49,588
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SHAREHOLDERS' EQUITY:
Convertible preferred stock, Series A,
par value $.10 per share;
Authorized 1,000,000 Shares; Issued
and outstanding -0- 0 0
Common Stock, $.01 Par Value;
Authorized 20,000,000 Shares; Issued
and outstanding 8,755,104 shares at
June 30, 1999 and 6,604,625 shares
at March 31, 1999 87,551 66,046
Additional paid-in capital 1,991,910 513,828
Common Stock Paid for but not Issued 0 564,514
Accumulated deficit (1,814,680) (1,089,724)
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TOTAL SHAREHOLDERS' EQUITY 264,781 54,664
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 300,099 $ 104,252
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See Accompanying Notes To These Unaudited Financial Statements.
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Xdogs.com,Inc.
(fka The Sled Dogs Company)
Unaudited Statement Of Operations
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3 Months 3 Months
Ended Ended
June June
30, 1999 30, 1998
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Revenue: $ 0 $ 10,940
Cost of goods sold 0 0
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Gross margin 0 10,940
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Costs and expenses:
General and administrative 726,248 10,362
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Total costs and expenses 726,248 10,362
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Income (loss) from operations (726,248) 578
Other income (expense):
Interest expense 0 0
Interest income 1,292 0
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Total other income (expense) 1,292 0
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Income (Loss) before extraordinary item (724,956) 578
Extraordinary gain on prepetitioned liabilities 0 2,564,734
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Net Income (Loss) $( 724,956) $ 2,565,312
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Basic and diluted earnings (loss) per common share:
Income (loss) before extraordinary item (0.08) 0.00
Extraordinary item 0.00 9.90
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Net income (loss) $( 0.08) $ 9.90
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Weighted Average Common Shares Outstanding 8,755,104 259,038
=========== ===========
See Accompanying Notes To These Unaudited Financial Statements.
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Xdogs.com, Inc.
(fka The Sled Dogs Company)
Unaudited Statement Of Cash Flow
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3 Months 3 Months
Ended Ended
June June
30, 1999 30, 1998
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Cash Flows From Operating Activities:
<S> <C> <C>
Net Income (loss) $( 724,956) $ 2,565,312
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock issued for services 329,187 $ 0
FAS 123 Option Value 188,167
Extraordinary item (2,564,734)
Depreciaton and amortization 225 32,369
(Increase) in prepaid expenses (4,000) 0
(Decrease) In Prepitioned Liabilities 0 0
(Decrease) In Accounts Payable (14,336) 0
Increase (Decrease) in other accrued expenses 66 (7,374)
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Net Cash Flows From (Used In)Operations (225,647) 25,573
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Cash Flows From Investing Activities:
Purchase of property and equipment (4,276) 0
Acquisition of patents and trademarks 0 0
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Net Cash Flows (Used In) Investing Activities: (4,276) 0
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Cash Flows From Financing Activities:
Cash in Excess of Bank Balance 0 (18,748)
Net proceeds from sale of common stock 417,719 0
Net Cash Flows Provided By (Used In) Financing Activities 417,719 (18,748)
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Net Increase (Decrease) In Cash and cash equivalents 187,796 6,825
Cash and cash equivalents at beginning of period 86,919 6,424
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Cash and cash equivalents at end of period $ 274,715 $ 13,249
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Supplementary Disclosure Of Cash Flow Information:
Interest Paid $ 0 $ 0
See Accompanying Notes To These Unaudited Financial Statements.
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Xdogs.Com, Inc.
Notes To Unaudited Financial Statements
For The Three Month Period Ended June 30, 1999
Note 1 - Unaudited Financial Information
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The unaudited financial information included for the three month interim period
ended June 30, 2000 were taken from the books and records without audit.
However, such information reflects all adjustments (consisting only of normal
recurring adjustments, which are of the opinion of management, necessary to
reflect properly the results of interim period presented). The results of
operations for the three month period ended June 30, 2000 are not necessarily
indicative of the results expected for the fiscal year ended March 31, 2001.
Note 2 - Financial Statements
-----------------------------
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of footnotes, reference is made to the Company's Report on Form
10K-SB for the year ended March 31, 2000 as filed with the Securities and
Exchange Commission and the audited financial statements included therein
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
References in this document to "us," "we," or "the Company" refer to Xdogs.com,
Inc., its predecessor, and its subsidiary.
The following information should be read in conjunction with the
consolidated condensed financial statements and the notes thereto included in
Item 1 of this Quarterly Report, and the financial statements and the notes
thereto and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained our Company's Annual Report on Form 10-KSB for
the year ended March 31, 1999.
RESULTS OF OPERATIONS
On November 5, 1997 we filed for protection under Chapter 11 of the United
States Bankruptcy Code. This filing permitted us to obtain Debtor In Possession
(DIP) financing from Norwest Business Credit, Inc. (Norwest). We obtained
$150,000 in DIP financing from Norwest on November 12, 1997. These funds allowed
us to implement a direct-sales program that is targeted at our former primary
market of aggressive in-line skaters, at significantly lower prices than in past
years. We changed our fiscal year end to March 31, effective March 31, 1997. We
emerged from Bankruptcy as of June 30, 1998.
As of June 30, 1999, we had current assets of $296,048 and total assets of
$300,099. This compares with current assets and total assets of $104,252 as of
March 31, 1999. We had no outstanding liabilities subject to compromise as of
June 30, 1999, compared to liabilities subject to compromise of $32,438 as of
March 31, 1999.
For the three months ended June 30, 1999, we had no revenue or cost of
goods sold. We had a net loss from operations of $724,958. We had no compromise
of claims under our reorganization for the three months ended June 30, 1999
compared to an extraordinary gain of $2,564,734 as of March 31, 1999. We had a
net loss of $0.08 per share.
Our plan for the fiscal year ended March 31, 2000 is to implement our plan
to develop into an internet seller of action sports hard goods and related
apparel. While we anticipate generating substantial revenues during the fiscal
year ended March 31, 2000, we do not expect to be profitable during this period.
Our plan for the fiscal year ended March 31, 2000 is to continue the
restructuring of our operations, focus on developing our e-commerce presence,
and finalize our business plan.
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LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents were $274,715 on June 30, 1999, compared to
$13,249 on June 30, 1998.
During the fiscal quarter ended June 30, 1999, our investing activities
used $4,276, compared to no cash for the fiscal quarter ended June 30, 1998.
Financing activities generated $417,719 from the sale of common stock for
the fiscal quarter ended June 30, 1999, as compared to a use of cash of $18,748
in the same period in 1998.
As of June 30, 1999, we remained essentially insolvent and working toward a
reorganization of our operations.
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS FORM 10-QSB 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-QSB. 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.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On November 5, 1997, The Sled Dogs Company filed for protection under Chapter 11
of the United States Bankruptcy Code.
This Bankruptcy Case entitled In re: The Sled Dogs Company, United States
Bankruptcy Court File Number 97-47641 RLK. The matter is on file at the United
States Courthouse in Minneapolis, MN. We emerged from Bankruptcy as of June 30,
1998.
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
The Legal Proceedings described in Item 1 constituted a default on the $355,000
in Senior Secured Notes sold by us in 1997. The amount in default includes the
principal amount of the of the senior secured notes plus accrued interest in the
amount of $18,717.
The Legal Proceedings described in Item 1 constituted a default on the $812,500
in Convertible Subordinated Debentures sold by us in 1997. The amount in default
includes the principal amount of the debentures plus accrued interest in the
amount of $57,515.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
b. No reports on Form 8-K
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SIGNATURE
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.
XDOGS.COM, INC.
Dated: February 18, 2000
By: /s/ Kent Rodriguez
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Kent Rodriguez, Chairman and
Chief Executive Officer
(Principal Executive Officer)
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