-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FpQqGZOoKzq3A6ac51O9v7AcJlJ4syuVNNWEsg98FcRvC8fMjggBkI1NSvgdHanA 3h7Me4eBgDRJ5ZWGdUIirg== 0000889810-98-000064.txt : 19980311 0000889810-98-000064.hdr.sgml : 19980311 ACCESSION NUMBER: 0000889810-98-000064 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19980310 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM CENTRAL INDEX KEY: 0001045360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 330733679 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-29518 FILM NUMBER: 98561857 BUSINESS ADDRESS: STREET 1: 2101 E COAST HIGHWAY GARDEN LEVEL CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7146404393 10QSB/A 1 Amendment No. 1 Form 10-QSB/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED OCTOBER 31, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _______ to _________ Commission file number 000-29518 SHOPPING.COM ------------------------------------------------------ (Exact name of registrant as specified in its charter) CALIFORNIA 33-0733679 ---------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2101 EAST COAST HIGHWAY, CORONA DEL MAR, CA 92625 - ------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (714) 640-4393 --------------------------- (Issuer's Telephone Number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ..X.. No ..... Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date. Class Outstanding at January 9, 1998 ----- ------------------------------ Common Stock 4,002,000 Transitional Small Business Disclosure Format (Check One): Yes ..... No ..X.. Exhibit Index on Page 11 -1- Amendment No. 1 to Quarterly Report on Form 10-QSB For the Quarterly Period Ended October 31, 1997 Part I, Item 1 and Part II, Item 6 of the Shopping.com Quarterly Report on Form 10-QSB for the quarterly period ended October 31,1997 have been amended to reflect the one-for-two stock consolidation effective November 25, 1997 in the share and per share data. Item Page - ---- ---- PART I. FINANCIAL INFORMATION 1. FINANCIAL STATEMENTS 3 Balance Sheet at October 31, 1997 3 Statements of Operation for the three and nine months ended October 31, 1997 and 1996 4 Statements of Cash Flows for the nine months ended October 31, 1997 and 1996 5 Notes to Financial Statements 6 PART II. OTHER INFORMATION 6. Exhibits and Reports on Form 8-K 9 Signature 10 Exhibit Index 11 -2- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SHOPPING.COM BALANCE SHEET As of October 31, 1997 (unaudited) October 31 1997 ---------- ASSETS Current assets Cash $ 166,192 Accounts/advances receivable 174,747 Prepaid expenses 263,672 ----------- Total Current assets 604,611 Furniture and equipment, net 1,401,552 Purchased Software 750,000 Loan origination fees 168,639 Deferred offering costs 57,226 Other assets 105,814 ----------- Total assets $ 3,087,842 =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes Payable $ 1,960,000 Current portion of capital lease obligation 10,152 Accounts payable 1,009,176 Other accrued liabilities 11,268 ----------- Total current liabilities 2,990,596 Capital lease obligation, net of current portion 74,200 ----------- Total liabilities 3,064,796 ----------- Commitments Shareholders' equity Preferred stock, Series A convertible, no par value, 1,500,000 shares authorized, 750,000 shares issued and outstanding 300,000 Preferred stock, Series B convertible, no par value, 4,000,000 shares authorized, 536,500 shares issued and outstanding 1,489,781 Common stock, no par value, 8,000,000 shares authorized, 1,415,500 shares issued and outstanding 829,050 Accumulated deficit during development stage (2,595,785) ----------- Total shareholders' equity 23,046 ----------- Total liabilities and shareholders' equity $ 3,087,842 =========== -3- SHOPPING.COM STATEMENTS OF OPERATIONS Nine Months Ended Three Months Ended October 31 October 31 97 96 97 96 ----------- ----------- ----------- ----------- Net Sales $ 376,822 $ -- $ 321,281 $ -- Cost of Sales 357,246 -- 306,738 -- ----------- ----------- ----------- ----------- Gross Profit 19,576 -- 14,543 -- Operating Expenses 2,370,315 79,391 1,300,107 9,000 ----------- ----------- ----------- ----------- Loss from Operations (2,350,738) (79,391) (1,285,564) (9,000) Other Expenses Interest Expense 43,349 -- 36,811 -- ----------- ----------- ----------- ----------- Total Other Expenses 43,349 -- 36,811 -- ----------- ----------- ----------- ----------- Net Loss $ 2,394,088) $ (79,391) $(1,322,375) $ (9,000) =========== =========== =========== =========== Net Loss Per Share $ (0.70) $ (0.02) $ (0.39) $ (0.00) =========== =========== =========== =========== Weighted Average Shares Outstanding 3,404,794 3,404,794 3,404,794 3,404,794 =========== =========== =========== =========== -4- SHOPPING.COM STATEMENTS OF CASH FLOWS For the Nine Months Ended October 31, 1997 and 1996 (unaudited) Nine Months Nine Months Ended Ended October 31 October 31 1997 1996 ---------- ---------- Cash flows from operating activities Net loss $(2,394,088) $ (79,391) Adjustments to reconcile net loss to net cash used in operating activities Depreciation of furniture and equipment 71,622 903 Amortization of loan origination fees 65,361 -- Expense recognized from Issuing common stock below market value 6,000 -- Issuance of Common Stock to pay expenses 48,000 -- (Increase) in prepaid expenses (263,672) -- (Increase) in other assets (101,858) -- (Increase) in accounts/advances receivable (174,747) -- Increase in accounts payable 973,191 -- Decrease in other accrued liabilities (20,577) -- ----------- ----------- Net cash used in operating activities (1,790,768) (78,488) ----------- ----------- Cash flows from investing activities Purchase of furniture and equipment (1,370,816) (13,411) ----------- ----------- Net cash used in investing activities (1,370,816) (13,411) =========== =========== Cash flows from financing activities Payments on note payable-related party (50,000) -- Issuance of notes payable 1,960,000 -- Payment of loan origination fees (234,000) -- Payments on Capital Lease (5,842) -- Proceeds from the issuance of preferred stock, Series A 200,000 -- Proceeds from the issuance of preferred stock, Series B 1,489,781 -- Payment of offering costs (57,226) -- Proceeds from the issuance of common stock 25,000 -- Capital Contribution -- 91,899 ----------- ----------- Net cash provided by financing activities 3,327,713 91,899 ----------- ----------- Net increase in cash 166,129 -- Cash, beginning of period 63 -- ----------- ----------- Cash, end of period $ 166,192 $ -- =========== =========== -5- SHOPPING.COM NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1: GENERAL As contemplated by the Securities and Exchange Commission under Item 310(b) of Regulation S-B, the accompanying financial statements and footnotes have been condensed and therefore do not contain all disclosures required by generally accepted accounting principles. The interim financial data are unaudited; however, in the opinion of Shopping.com (the "Company" or "Shopping.com"), the interim data include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. Results for interim periods are not necessarily indicative of those to be expected for the full year. NOTE 2: FURNITURE AND EQUIPMENT Furniture and equipment consist of the following: October 31, 1997 ---------------- Computer Hardware $ 814,077 Computer Software 417,480 Furniture & equipment 195,555 Leasehold improvements 47,338 ---------- $1,474,450 Less: Accumulated depreciation 72,898 ---------- $1,401,552 ========== NOTE 3: ADVANCES - OFFICERS/STOCKHOLDERS During the third quarter of 1997, an officer was advanced a total of $48,595 from the Company. In January 1998, the officer repaid the Company for the advance. -6- NOTE 4: STOCKHOLDERS EQUITY REVERSE STOCK SPLIT On November 25, 1997, the effective date of the Company's initial public offering, the Company effected a one-for-two reverse stock split. All share and per share data have been retroactively restated to reflect the stock split. ISSUANCE OF COMMON STOCK In September 1997, En Pointe granted the Company a license to En Pointe's proprietary EPIC Software for five years in exchange for 125,000 shares of the Company's Common Stock valued at $6.00 per share. The Company has agreed to pay an annual maintenance and upgrade fee of $100,000. The initial annual fee is to be paid concurrent with the funding of the $600,000 subordinated notes. In December 1997, the Company issued 1,300,000 shares of common stock raising $10,289,000 of net proceeds to the Company in the Company's initial public offering. ISSUANCE OF SERIES B PREFERRED STOCK In August 1997, the Company sold 8,333 shares of its Series B Preferred Stock in a private placement at a price of $3.00 per share to Ms. Webster, the Company's Chief Financial Officer and Secretary. In connection therewith, Ms. Webster was issued five year warrants to purchase 4,166 shares of Common Stock with an exercise price of $3.00 per share as well as registration rights providing for one demand and unlimited piggyback registration rights. Also in August 1997, 193,167 shares of Series B Preferred Stock were issued. In connection therewith, five year warrants were issued to purchase 96,583 shares (including those issued to Ms. Webster) of Common Stock with an exercise price of $3.00 per share as well as registration rights providing for one demand and unlimited piggyback registration rights. NOTE 5: PROMISSORY NOTES On September 15, 1997, En Pointe made an investment in the Company by purchasing $600,000 of subordinated notes. In connection therewith, the Company issued 199,800 warrants to purchase the Company's Common Stock at $4.50 per share. As a result of these warrants being issued with an exercise price less than the fair market value of similar warrants, the Company will recognize additional financing cost of $299,700 over the nine month term of this subordinated note with the unauthorized portion at the closing of the IPO being expensed immediately. -7- This Company has issued $1,750,000 of Promissory Notes, which have a due date of nine months from the date of issuance or on the closing of the initial public offering, whichever is earlier. The Promissory Notes are unsecured, subordinated and carry an interest rate of 10% per annum. In the private placement of the Promissory Notes, warrants to purchase 330 shares of Common Stock were issued for each $1,000 principal of a Promissory Note, which warrants are exercisable until May 31, 2002 at an exercise price of $6.00 per share of Common Stock. Following the Company's initial public offering, all of the Company's outstanding Promissory Notes were paid in full. -8- PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27.1 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended October 31, 1997. However, on January 22, 1998 a report on Form 8-K dated January 12, 1998 (the "January Report") was filed with the Securities and Exchange Commission. Pursuant to Item 5 of Form 8-K, the January Report announced an 18-month agreement with ATHome Corporation, a high speed interactive services provider via its @Home Network. No financial statements were included with the January Report. On February 17, 1998, an additional report on Form 8-K dated February 10, 1998 (the "February Report") was filed with the Securities and Exchange Commission. Pursuant to Item 5 of Form 8-K, the February Report announced a two year agreement with En Pointe, a national provider of information technology and services, to use En Pointe's sales network to sell business and office products directly to companies and a three year agreement with Profit Pro, Inc., a provider of cataloging software, to use Profit Pro, Inc.'s cataloging software which will look up auto parts on the Shopping.com's website. No financial statements were included with the February Report. [FN] This exhibit is being filed electronically in the electronic format specified by EDGAR. -9- SIGNATURE In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Shopping.com Date: March 4, 1998 By /s/ Kristine E. Webster -------------------------------- Kristine E. Webster Sr. Vice President, Chief Financial Officer and Treasurer -10- EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page - -------------------------------------------------------------------------------- 27.1 Financial Data Schedule 12 [FN] This exhibit is being filed electronically in the electronic format specified by EDGAR. -11- EX-27 2
5 1,000 9-MOS JAN-31-1998 OCT-31-1997 166,192 0 174,747 0 0 604,611 1,474,450 72,898 3,087,842 2,990,596 0 0 0 829,050 0 3,087,842 376,822 376,822 357,246 0 2,370,325 0 43,349 (2,394,088) 0 (2,394,088) 0 0 0 (2,394,088) (0.70) (0.70)
-----END PRIVACY-ENHANCED MESSAGE-----