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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to _____________
Commission file number 000-28547
800America.com, Inc.
--------------------------------------------
(Name of small business issuer in its charter)
Nevada 87-0567884
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1929 S. 21st Avenue
Nashville, TN 37212
------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (800) 999-5048
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered under Section 12(g) of the Exchange Act:
Common Stock $0.001 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (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 90 days. [X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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]
State issuer's revenues for its most recent fiscal year. $15,980,529
The aggregate market value of the voting common stock held by nonaffiliates
computed by reference to the price at which the common stock was last sold, as
of February 20, 2001 was $22,844,915. The Company's common stock is traded on
the OTC Electronic Bulletin Board under the symbol ACCO.
There were 15,229,943 shares of common stock $0.001 par value outstanding as of
February 20, 2001.
Transitional Small Business Disclosure Format (Check one): Yes ____; No _X_
PART I
Item 1. Description of Business.
Introduction
The Company was incorporated in the State of Nevada on December 5, 1996, under
the name "Sportsfair Television, Inc." The Company's plan at that time was to
create and promote sporting goods shows for home shopping networks transmitted
via satellite or cable television. These plans did not come into fruition. On
December 31, 1997, the Company acquired from Elizabeth Ann Peters all of the
issued and outstanding common stock of Songs for the Planet in exchange for
200,000 shares of Common Stock. Songs for the Planet was organized in August of
1997 and had limited operations at the time of the foregoing acquisition. These
operations primarily consisted of providing copyright administrative services to
affiliates of Mrs. Peters. The Company conducted no business operations prior to
the acquisition of Songs for the Planet. At the time of its formation, the
promoter of the Company was Mr. David Owen, the father of Mrs. Peters. Prior to
the acquisition of Songs for the Planet by the Company, Mr. Owen divested his
interests in the Company. Elizabeth Ann Peters became the Company's sole
employee.
In July 1999, the Company issued 10,000,000 shares of its common stock to
acquire all of the issued and outstanding common stock of 800America, Inc., a
Delaware corporation based in Nashville, Tennessee that had been incorporated on
March 26, 1999 for the purpose of operating an Internet shopping mall and
on-line magazine business. 800America, Inc. was merged into the Company and the
Company, as part of the merger, changed its name to 800America.com, Inc. At the
same time, the Company sold its wholly owned subsidiary, Songs for the Planet,
to its former owner, Elizabeth Ann Peters.
800America.com, Inc. owns and operates several websites and international
e-commerce businesses. The Company has several operating divisions that
represent both e-commerce businesses and technology companies. The Company is an
innovator in developing the infrastructure for easy navigation and convenience
for business-to-business and business-to-consumer marketplaces. The Company's
strategy is to continue to acquire synergistic cutting-edge technology and
e-commerce companies at attractive valuations, and then layer its expertise with
their expertise to maximize the technology.
The Company has three operating divisions. These divisions can be classified as
business-to-business, business-to-consumer, and technology.
21st Avenue Productions.com
21stAvenueProductions.com is a hosting, design and data provider located at
www.21stavenueproductions.com. This division provides programming services to
the Company's web sites as well as certain Fortune 500 companies.
800America.com
800America.com is the home of many Internet shoppers. 800America.com offers the
shopper a convenient way to navigate easily among hundreds of stores. The portal
offers incentives to visit continuously the site through promotions, giveaways
and prizes. The Company funds TV advertising in over fifty cities around the
globe to increase the number of visitors to this web site.
Donotsmoke.com
In June 2000, the Company launched the web site donotsmoke.com. This web site
features live and in real time the suffering of a smoker who has cancer or
another disease caused by smoking. The web site shows how the smoker now
functions in his or her daily life and follows the patient's moves 24 hours a
day. The observer is able to see the pain and hardships brought on by a life of
smoking. The Company anticipates revenue, if any, to be derived from
pharmaceutical companies through the advertisement of their products.
Fileshooter.com
The Company acquired 51% of the software company Fileshooter, Inc. which owns
the software called File Shooter. File Shooter is one of the world's best
messaging transmission packages and can transmit files of any size, and private
chat all in one. The technology is unique in that the sender will send a massage
or a file to the recipient by bypassing the intervention of a server or service
provider. File Shooter is a peer-to-peer communication tool which instantly
sends or receives messages, files, music, pictures or graphics in any format.
The Company intends to market this product in the beginning of the 2nd quarter
of the fiscal year 2001.
Inde4u.com
Inde4u.com is a music site for the independent artist. The website offers CD's
from independent artists and allows the visitor to listen to selected music.
Internetwebguide.com
Internetwebguide.com, the Company's flagship, is an e-magazine providing
pointers and product reviews about web sites. It enjoys a very wide readership
from around the world and the Company considers it the number one e-magazine in
web site information. The e-magazine is available in 6 languages.
Moneydrops.com
Moneydrops.com is a game web site where visitors can win money with no purchase
necessary. The Company realizes revenue from this web site through advertisement
on the web site.
Rothmancloseouts.com
Rothmancloseouts.com is believed by the Company to be the largest
business-to-business marketplace for branded surplus merchandise and the leading
site for manufacturers, wholesalers and retailers to sell or buy surplus
inventories around the world. The Company believes that rothmancloseouts.com has
become the number one closeout web site on fifteen major search engines around
the world
Steeplehouse.com
The Company believes strongly in the power of the Internet to bring people into
contact with many different types of services and products, as well as affording
people the opportunity for greater interaction. Toward that end, in June 2000,
the Company launched an auction site, Steeplehouse.com. The focus of the web
site is on medium to high-priced items. Revenues have been derived almost
exclusively from commissions.
Whoiswhoinpets.com
Whoiswhoinpets.com is a "Who is Who" web site for pets. The web site is based on
the idea that people think their pet is the best. Members of the web site may
place their pet's listing on the web site for a fee based on the type of
presentation they choose.
Recent Developments
In October 2000, the Company agreed to acquire a majority shareholder interest
in inShop.com, Inc. InShop.com, Inc. is a leader in fashion and sales
information on the Internet. InShop.com, Inc. helps savvy shoppers become even
savvier by allowing its members to receive both fashion and designer sales
alerts via e-mail. InShop.com, Inc. has information for over fifty cities in the
United States and London, England and distribution partnerships with several
major web sites.
In February 2001, the Company acquired Ebiz4biz.com. Ebiz4biz.com offers a
proprietary technology in Chinese and English that automates the consumer buying
process. The technology provides the 800America.com's customers the ability to
gather information. Ebiz4biz.com has offices in Ottawa(Canada) and
Beijing(China) and is the infrastructure for international operations for
Rothmancloseouts.com as well as other products and services of the Company.
Planned Activities
The Company at the present time is still expanding and consolidating its
position in the market place, and at the same time is making a major effort to
acquire other companies related to the Internet especially in the technology
sector. The Company believes that the year 2001 will be more profitable than
2000 with more revenue due to the fact that as of January 1st, 2001 the Company
is no longer paying rebates on sales to its customers and its customer base has
not suffered due to that change.
The Company believes that sales in the retail business-to-consumer sector will
drop by about 6-9% during the current calendar year but its business-to-business
web sites will more than compensate for that drop. The Company will utilize its
own strong cash flow to aggressively expand in its core business segments and
expand internationally.
Competition
Competition in the exploding on-line shopping industry is intense with numerous
companies competing in what is currently a highly fragmented industry. Almost
all of the major national retailers have established their own web sites and are
experiencing major growth in this segment of their business. In addition,
several companies have emerged with on-line shopping portals similar to that of
the Company. Many of these companies have spent millions of dollars in
advertising and marketing in an attempt to carve out a niche and establish their
brand names in this highly competitive market. However, few of these large
national competitors are currently operating profitably since they plow huge
sums of money into advertising in order to establish their market identities. As
a result, the advertising market is becoming saturated with numerous on-line
merchants and confusion among consumers is starting to become a real problem.
The result is that it is becoming more difficult for each company to
differentiate its products and services from those of its rivals. Because of the
Company's limited resources, it will have a difficult time competing with these
large national organizations whose financial strength is significantly greater
than that of the Company. There is no assurance that the Company will be able to
compete effectively with these larger organizations or continue to operate
profitably in the on-line shopping mall business. The Company is also aware that
several new companies have also begun to offer on-line shopping portals with a
customer rebate feature. This particular niche of the on-line shopping industry
is highly fragmented and there are virtually no barriers to entry into this
market. The Company expects on-line shopping sites to proliferate and that the
key to competing successfully will be to offer more services and promotions to
its customers.
Employees
The Company has 28 employees, including 25 full time employees and 3 additional
part-time employees. The Company may hire additional employees in the ensuing
year, both full time and part time, if its level of operations requires an
increase in its work force.
Forward Looking Statements
This report on Form 10-KSB contains certain forward-looking statements that are
based on what we believe are reasonable beliefs and assumptions of our
management. Often, you can recognize these statements because we use words such
as "believe", "anticipate", "intend", "estimate" and "expect" in the statements.
Such forward-looking statements obviously involve known and unknown risks,
uncertainties, and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Item 2. Description of Property. The Company does
not own any real property. The Company's corporate offices are located in
Nashville, Tennessee where the Company leases an aggregate of approximately 2000
square feet of space from two non-affiliates at two different sites. One lease
provides for a monthly rental of $791 per month and increases 7 1/2% per annum
over the remaining two years of the lease. The second lease is also for one year
and provides for a monthly rental of $650.
The Company's majority-owned subsidiary, inShop.com, Inc. maintains an office
located in New York, New York where it leases an aggregate of approximately 1100
square feet of space from a non-affiliate. The lease provides for a monthly
rental of $3400 per month and continues until December 2002.
The Company's affiliate, Ebiz4biz.com, has offices in Ottawa, Canada where the
rent, without a written lease, is $560 per month and in Beijing, China where the
rent, without a written lease, is $1000 per month.
Item 3. Legal Proceedings.
A summons and complaint in an action entitled PlasmaNet, Inc. and Phase2Media,
Inc. against 800America.com, Inc. and inShop.com, Inc. has been served on
inShop.com, Inc.. The action is pending in the Supreme Court of the State of New
York, County of New York. The Complaint seeks $219,428.65 for banner advertising
allegedly ordered by inShop.com, Inc. The Company and inShop.com, Inc. have
provided an answer to the complaint. The Company intends vigorously to defend
this litigation.
A summons and complaint in an action titled JANE TERKER against INSHOP.COM, INC.
has been served on inShop.com, Inc. The action is pending in the Civil Court of
the City of New York. The complaint seeks $25,000 for consulting fees.
InShop.com, Inc. has provided an answer to the complaint. InShop.com, Inc.
intends vigorously to defend this litigation.
A summons and complaint in an action titled JEFFEREY STEINER against INSHOP.COM
INC. and 800AMERICA.COM, INC. has been served on the Company. The action is
pending in the Supreme Court of the State of New York, County of New York. The
complaint seeks $500,000 for stock redemption proceeds in connection with the
Company's acquisition of shares of inShop.com, Inc. The Company intends
vigorously to defend this litigation.
Because of the early stages of the litigation referred to in the preceding three
paragraphs, and due to the contingencies of litigation, we are precluded from
providing any estimate at this time as to amounts which the plaintiffs might
recover should the Company and inShop.com, Inc. fail successfully to defend
their positions.
On January 30, 2001, the Company commenced an action against Control Commerce,
Inc. and John Does 1 through 5. The action is pending in the Supreme Court of
the State of New York, County of New York. The complaint seeks a minimum of
$2,000,000 for breach of contract and wrongful interference with the Company's
prospective and existing business relationships. The complaint also seeks
punitive damages in the amount of $10,000,000.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended December 31, 2000, either through the
solicitation of proxies or otherwise.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's common stock currently trades on the OTC Electronic Bulletin Board
under the symbol ACCO. Since the common stock began trading in November 1999, it
has had a high bid of $5.625 and a low bid of $1.25. For the four quarters of
2000, the common stock has had high bids of $5.625, $4.25, $2.5 and $2.50 and
low bids of $3.125, $1.25, $1.25 and $1.25 respectively. The Company has not
paid any dividends on its common stock and the Board of Directors presently
intends to continue a policy of retaining earnings, if any, for use in the
Company's operations and to finance expansion of its business. The declaration
and payment of dividends in the future, of which there can be no assurance, will
be determined by the Board of Directors in light of conditions then existing,
including earnings, financial condition, capital requirements and other factors.
There are no restrictions that currently limit the Company's ability to pay
dividends or which the Company reasonably believes are likely to limit the
future payment of dividends on common stock.
Item 6. Management's Discussion and Analysis or Plan of Operation. General
The Company's primary business involves the operations of three divisions,
business-to-consumers, business-to-business and technology. The Company derives
revenue from all aspects of its divisions. The Company announced last June that
as of the beginning of the year 2001 it will stop paying rebates to its
customers. No significant change has occurred since January 2001 and loyal
shoppers kept visiting the consumer site except for seasonally adjusted numbers.
Although the company feels that in the year 2001 sales will drop between 6-9%
due to the state of the economy, the Company feels with increased services to
the consumers and promotions it will keep its customer base intact while
increasing its revenue even without paying rebates. The revenue from
business-to-business web sites is increasing especially with respect to
rothmancloseouts.com, which has had increases of ten and more percent per month
since it became fully functional last March. More and more smaller retailers are
coming to the web site for buying bargains from manufacturers and wholesalers
from across the country. The Company, since it opened its doors to international
trade late last year, has seen a tremendous upswing in trade in that segment of
the business. The Company intends to pursue that avenue more vigorously in the
year 2001 and is pretty confident that profits from that segment of the business
will increase significantly due to the fact that as the economy is sluggish,
retailers will want bargains.
The Company intends to expand in Europe in the year 2001 by opening its own
offices in Frankfurt (Germany) to lure more trade of its products between buyers
and sellers to and from the United States. The Company will also aggressively
pursue the acquisition of other companies in the year 2001, using its own cash
flow, especially in the business-to-business and technology sectors. In the
technology sector the Company feels that File Shooter will boost its revenue and
profits from sales of the products due to its uniqueness in the market place and
will target individual buyers as well as small businesses.
Results of Operations
Years Ended December 31, 2000 and 1999
The Company had revenues of $15,980,529 for the year ended December 31, 2000
compared to revenues of $3,283,575 for the year ended December 31, 1999. Net
income for the year ended December 31, 2000 was $2,072,494 compared to $185,447
for the year ended December 31, 1999. The annual results of operations are not
comparable because of the new divisions in which the Company was engaged in the
most recent year. The Company realized revenue of $14,640,954 in its B2C
division, $1,296,575 in its B2B division and $43,000 in its Technology division.
Costs and expenses for the year ended December 31, 2000 were $12,866,629,
resulting in operating income for the year of $3,113,900. This compares with
costs and expenses of $3,008,405 that resulted in operating income of $275,170
for the year ended December 31, 1999. Customer rebates totaled $8,913,351 for
the year ended December 31, 2000 and represented approximately 69% of total
costs and expenses. Other than customer rebates, the largest categories of costs
and expenses were for general, selling and administrative expenses in the amount
of $1,004,481 (including salaries and other personnel expenses), bad debt
expenses in the amount of $270,795, advertising costs and expenses in the amount
of $1,878,318 and depreciation and amortization expenses of $486,480. In 1999
the largest categories of costs and expenses were for general, selling and
administrative expenses in the amount of $320,980 (including salaries and other
personnel expenses), bad debt expenses in the amount of $66,000, advertising
costs and expenses in the amount of $397,738 and depreciation and amortization
expenses of $88,019. Because of the Company's limited operating history and the
changing competition in the on-line shopping business, management cannot
predict, based upon past performance, whether the above listed cost and expense
categories are relatively stable or subject to a substantial degree of
volatility.
The Company believes that its revenues and expenses will continue to increase
substantially in the year ending December 31, 2001, both because of the
continuing expansion of the Company's business and because of the changing
competition in the on-line shopping business. Additional expenses are also
likely to be incurred as the Company expands its bandwidth capacity in order to
accommodate new stores at its web sites as well as new websites.
Liquidity and Capital Resources
Net cash provided by operating activities was $2,153,221 in the year ended
December 31, 2000 compared to net cash provided by operations of $96,899 for the
year ended December 31, 1999. The Company's net cash increase for the year ended
December 31, 2000 was $1,725,182 compared to a net cash increase for the year
ended December 31, 1999 of $391,987. The Company's ending cash balance at
December 31, 2000 was $2,117,746 compared to an ending cash balance at December
31, 1999 of $392,564. Net cash inflows from operations are expected to continue
during the fiscal year ending December 31, 2001.
The Company's cash and cash equivalents as of December 31, 2000 were $2,117,746
compared with $392,564 as of December 31,1999. The Company had working capital
(current assets less current liabilities) of $2,732,571 at December 31, 2000
compared with $635,887 at December 31, 1999 and no material long-term
commitments or material commitments for capital or operational expenditures.
The Company believes that its current capital resources and liquidity are
adequate for its present level of activity for at least the next twelve months.
Other than advertising, marketing and promotional expenses and development of
additional on-line sites, the Company does not have any plans for significant
capital or operating expenditures above its current level. However, if the
Company determines that significant additional advertising and marketing
expenses are warranted over the next twelve months, the Company may seek
additional funds, including the sale of its common stock in either public or
private transactions.
Item 7. Financial Statements.
Jack F. Burke, Jr.
Certified Public Accountant
P. O. Box 15728
Hattiesburg, Mississippi 39404
Independent Auditors' Report
Board of Directors and Stockholders
I have audited the accompanying balance sheet of 800America. Com, Inc. as
of December 31, 2000 and 1999, and the related consolidated statements of
earnings, comprehensive earnings, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, such financial statements present fairly, in all material
respects, the financial position of 800America. Com, Inc. as of December 31,
2000 and 1999 and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2000, in conformity with
generally accepted accounting principles.
Sincerely,
Jack F. Burke, Jr.
February 21, 2001
800America. Com, Inc.
Balance Sheet
December 31
Assets 2000 1999
----------- -----------
Current Assets
Cash $ 2,117,746 $ 392,564
Accounts Receivable 995,634 528,802
Allowance for Doubtful Accounts (139,000) (66,000)
Prepaid Advertising 75,000 121,600
Deposit on Equipment 0 94,000
Advances 47,749 0
Deferred Tax Asset 47,260 22,440
----------- -----------
Total Current Assets 3,144,389 1,093,406
=========== ===========
Property and Equipment
Equipment 743,831 219,308
Software 887,150 157,399
Auto 20,738 20,738
----------- -----------
1,651,719 397,445
Accumulated Depreciation (567,832) (88,019)
----------- -----------
Net Property and Equipment 1,083,887 309,426
----------- -----------
Other Assets
Intangible Assets, Net 193,333 --
----------- -----------
Total Other Assets 193,333 --
----------- -----------
Total Assets 4,421,609 1,402,832
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable _ Trade 24,946 8,995
Rebates Payable 0 330,551
Income Tax Payable 386,872 117,973
----------- -----------
Total Current Liabilities 411,818 457,519
=========== ===========
Stockholders' Equity
Preferred Stock $0.001 Par Value
5,000,000 Shares Authorized 0 Issued 0 0
Common Stock $0.001 Par Value
50,000,000 shares Authorized At $0.001 Par value
13,412,000 Shares December 31, 2000,
12,250,000 Shares December 31, 1999,
Issued and Outstanding 13,412 12,250
Additional Paid in Capital 1,943,134 952,312
Retained Earnings (Deficit) 2,053,245 (19,249)
----------- -----------
Total Stockholders' Equity 4,009,791 945,313
----------- -----------
Total Liabilities and Stockholders Equity $ 4,421,609 $ 1,402,832
=========== ===========
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
800 America. Com, Inc.
Income Statement
For Years Ended December 31
2000 1999 1998
----------- ----------- -----------
Revenues $15,980,529 $ 3,283,575 $ 27,398
----------- ----------- -----------
Cost and Expenses
Advertising 1,878,318 397,738 --
Rebates 8,913,351 2,135,668 --
Bad Debts 270,795 66,000 9,199
Depreciation and Amortization 486,480 88,019 --
Consulting 313,204 -- --
Other Operating Expense 1,004,481 320,980 82,594
----------- ----------- ----------
Total 12,866,629 3,008,405 91,793
=========== =========== ==========
Operating Income (Loss) 3,113,900 275,170 (64,395)
----------- ----------- ----------
Other Income (Expense)
Interest Income 26,243 5,810 10,699
Interest Expense -- -- (17,160)
----------- ----------- -----------
Total Other Income (Expense) 26,243 5,810 (6,461)
----------- ----------- -----------
Income (Loss) Before Income Tax 3,140,143 280,980 (70,856)
Income Tax 1,067,649 95,533 --
----------- ----------- -----------
Net Income (Loss) $ 2,072,494 $ 185,447 $ (70,856)
----------- ----------- -----------
Basic Earnings Per Share Common Stock $ 0.16 $ 0.03 $ (0.10)
Basic Weighted Average Common Shares
Outstanding 12,721,359 6,243,132 700,000
Diluted Earnings Per Share
Common Stock $ 0.14 $ 0.03 --
Basic Weighted Average
Common Shares 14,371,359 6,432,989 --
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
800America. Com, Inc.
Changes in Stockholders' Equity
Years Ended December 31, 2000, 1999 and 1998
Common Common Additional Total
Stock Stock Paid In Retained Stockholders'
Shares Amount Capital Earnings Equity
------ ------ ------- -------- ------
Balance December 31, 1997 700,000 $ 700 $ 9,464 $ (133,840) $ (123,676)
Services Contributed by Stockholder
At Fair Value -- -- 12,000 -- 12,000
Office Space Contributed by Stockholder
At Fair Value -- -- 6,000 -- 6,000
Deferred Offering Cost -- -- (21,395) -- (21,395)
Net Loss From Year Ended
December 31, 1998 -- -- -- (70,856) (70,856)
----------- ----------- ----------- ----------- -----------
Balance December 31, 1998 700,000 $ 700 $ 6,069 $ (204,696) $ (197,927)
Sale of Common Stock
at $2.50 per share pursuant to
Initial Public Offering Net of
Offering Cost March 31, 1999 80,000 80 198,713 -- 198,793
Services and Rental Space
Contributed by Office -- -- 9,000 -- 9,000
Common Share Issued Pursuant
to Merger July 9, 1999 11,170,000 11,170 (11,170) -- --
Common Shares Sold July 9, 1999 300,000 300 499,700 -- 500,000
Additional Paid in Capital
November 2, 1999 -- -- 250,000 -- 250,000
Net Profit Year Ended
December 31, 1999 -- -- -- 185,447 185,447
----------- ----------- ----------- ----------- -----------
Balance December 31, 1999 12,250,000 12,250 952,312 (19,249) 945,313
Common Stock Sold
January 14, 2000 250,000 250 249,750 -- 250,000
Common Stock Issued Pursuant
to Purchase June 30, 2000 200,000 200 199,800 -- 200,000
Common Stock Issued
for Services 12,000 12 11,988 -- 12,000
Common Stock Sold
October 26, 2000 700,000 700 529,284 -- 529,984
Net Profit for Year Ended
December 31, 2000 -- -- -- 2,072,494 2,072,494
----------- ----------- ----------- ----------- -----------
Balance December 31, 2000 13,412,000 $ 13,412 $ 1,943,134 $ 2,053,245 $ 4,009,791
----------- ----------- ----------- ----------- -----------
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
800America.Com, Inc.
Statement of Cash Flows
Years Ended December 31,
2000 1999 1998
---------- ---------- ---------
Cash Flows From Operating Activities
Net Income (Loss) $2,072,494 $ 185,447 ($70,856)
Adjustments to Reconcile Net Income
To cash Provided (Used) by Operation
Depreciation & Amortization 486,480 88,019 8,534
Stock Issued for Public Relations Expense 12,000
Increase in Provision for Doubtful Accounts 73,000 66,000 --
Accounts Receivable (Increase) (466,832) (528,802) --
Prepaid Advertising (Increase) Decrease 46,000 (121,600) --
Deferred Tax Asset (Increase) (24,820) (22,440) --
Accounts Payable Increase (Decrease) 15,951 (18,248) 35,492
Rebates Payable Increase (Decrease) (330,551) 330,551 --
Income Tax Payable Increase (Decrease) 268,899 117,973 --
Other Liabilities Increase (Decrease) -- -- 18,000
---------- ---------- ----------
Net Cash Provided (Used) by Operations 2,153,221 96,899 (8,830)
---------- ---------- ----------
Cash Flows From Investment Activities
Deposit on Equipment Increase (Decrease) 94,000 (94,000) --
Advances Increase (Decrease) (47,749) -- --
Equipment Purchase (524,523) (222,747) (1,321)
Software Purchases (729,751) (157,399) --
---------- ---------- ----------
Net Cash (Used) By Investment Activity (1,208,023) (474,146) (1,321)
---------- ---------- ----------
Cash Flows From Financing Activities
Notes Payable Increase (Decrease) -- (157,500) --
Other Liability Increase (Decrease) -- (31,059) --
Sale of Previously Unissued Common Stock 779,984 957,793 --
Net Process from Notes Payable -- -- 3,019
---------- ---------- ----------
Net Cash Provided By Financing Activity 779,984 769,234 3,019
---------- ---------- ----------
Net Cash Increase (Decrease) 1,725,182 391,987 (7,132)
Beginning Cash Balance 392,564 577 7,709
---------- ---------- ----------
Ending Cash Balance $2,117,746 $ 392,564 $ 577
========== ========== ==========
The Accompanying "Notes to Financial Statements"
Are An Integral Part of These Financial Statements
800 America. Com, Inc.
Notes to Financial Statements
Note 1 - Business and Significant Accounting Policies
Nature of Operations - 800America. Com, Inc. ( A Nevada Corporation) is a
diversified Internet Company located in Nashville, TN. The Company owns and
operates ten web sites in different fields. Among them is a shopping portal for
over 305 nationally known stores, Rothmancloseouts.com a global site where
buyers and sellers match their surplus merchandise, recently affiliated with
Chinese markets, Steeplehouse.com an auction house of fine art, Inde4U.com for
the independent artist, Fileshooter.com is one of the best software for
transferring data and messages on the Internet bypassing providers, 21st Ave.
Productions, which designs and builds web sites and BtoB sites and Internet Web
Guide Magazine, a widely read magazine online with readership around the world.
All sites are automated with all transactions handled by computers.
Cash and Cash Equivalents - The Company's cash consist of unrestricted checking
and saving accounts. The Company does not have any cash equivalents.
Accounts Receivable - Allowance for Doubtful Account - The Company has
established an allowance for doubtful accounts that its management indicates is
reasonable.
Property, Plant and Equipment - Property, plant and equipment is recorded at
cost. Maintenance and repairs expenditures are charged to expense when incurred.
The accelerated method of depreciation is used with equipment over a useful life
of five years and straight line depreciation over three years is used for
software purchased.
Intangibles - Goodwill, trademarks and other intangibles arising from
acquisition are being amortized over fifteen years.
Revenue Recognition - The Company recognizes revenues when a transaction is
completed on one of its web sites and a commission to the Company is generated.
Advertising Expense - Advertising cost is expensed in the year the advertising
takes place. Prepaid advertising is recognized when such services have been paid
for but not yet used at the end of the period.
Income Taxes - Deferred income taxes result from temporary differences between
financial and tax reporting. A net operation loss from a pre-merger year was not
allowed against taxable income.
Use of Estimates - The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Other Comprehensive Income - There are no attributes of other comprehensive
income. Net income and other comprehensive income are the same.
Restatement of Prior Year - The statements ending December 31, 1999 were
restated to reflect a deferred tax asset of $22,400 due to a temporary timing
difference in the balance sheet with a reduction of the same amount in the
statement of income. The adjustment did not change earnings per share as
originally presented.
Note 2 - Acquisitions
Merger With 800 America Inc. - The Company's merger consummated at July 7, 1999
qualified as a tax free reorganization and was accounted for as a pooling of
interest. World House Entertainment, Inc. was not a significant component of the
merger. 800 America Inc. was merged into the Company and its name was changed to
800America. Com, Inc.. Ten million (10,000,000) shares of common stock were
issued to 800 America Inc. stockholders and one million nine hundred fifty
thousand (1,950,000) shares were issued to World House Entertainment, Inc.
shareholders. Pursuant to the agreement the former shareholders of World House
Entertainment, Inc. then purchased 300,000 shares of stock for $500,000.
Purchase of Rothman Closeouts - The Company acquired Rothman Closeouts, an
Internet sales site and accounted for the transaction as a purchase. The Company
issued 200,000 shares at a value of $200,000 in the transaction. Income from
Rothman has been included in income from June 26, 2000. Assets acquired were
intangible assets including a web site and customer base, which will be
amortized over fifteen years.
Note 3 - Financial Instruments
Fair Value - The carrying value of cash accounts receivable, accounts payable,
and customer rebates approximates fair value.
Concentrations of Credit Risk - Financial instruments that potentially subject
the Company to credit risk include cash on deposit at a financial institution in
the amount of $2,117,746 and $392,564 at December 31, 2000 and 1999
respectively, which is Federally Insured up to $100,000. The Company has
extended unsecured credit to regular customers of $995,634 December 31, 2000 and
$528,802 at December 31, 1999. The Company has additionally established an
allowance for doubtful accounts of $139,000 against its receivables. The Company
does not require collateral to support financial instruments subject to credit
risk. The Company directly wrote off $197,795 of accounts during the year.
Note 4 - Related Party
Transactions
The Company, 800 America Inc., acquired its beginning operations from a related
company Internet Web Guide, Inc. Internet Web Guide, Inc. developed the web site
and collected income from subscribers and from stores. 800 America, Inc. and
Internet Web Guide, Inc. agreed that Internet Web Guide, Inc. cost for
developing the business was equal to income collected of $127,000. The purchase
price was allocated as follows:
Equipment $70,000
Fixtures 10,000
Web Site 10,000
Subscriber Base 37,000
-------
Total $127,000
Compensation paid majority Stockholder and Chief Operating Officer was $75,000
and $85,000 for the years ended December 31, 2000 and 1999 respectively .
Additional services contributed by stockholders' were $6,000 and $18,000 for the
year ended December 31, 1999 and 1998 respectively.
Note 5 - Supplemental Cash Flow Information
For years ended 12/31/2000 12/31/1999 12/31/1998
---------- ---------- ----------
Interest Paid 0 0 $17,160
Income Tax Paid $856,305 0 0
Note 6 - Non Cash Transaction
Services Contributed by Stockholder -- -- $12,000
Office Space contributed (Fair Value) 0 $6,000 $ 6,000
200,000 shares Common Stock
was issued for the purchase of
Rothman Closeouts $200,000 -- --
12,000 shares Common Stock was
issued for Public Relations Services $ 12,000 -- --
Note 7 - Stock Option Plan
The Company started a stock option plan (the Plan) which provides for the
granting of incentive stock options to all full time employees as well as non
qualified options to non employee directors and consultants. The Plan is
designed so that options under the Plan are granted at 100% of Fair Market Value
at date of grant date. The average price of the shares under options is $1.75
per share. The following summerize the options granted exercised and
outstanding:
December 31 2000 1999 1998
----------- ---- ---- ----
Options outstanding
Beginning of year 1,650,000 0 0
Granted 0 1,650,000 0
Exercised 0 0 0
Options outstanding
End of year 1,650,000 1,650,000 0
No compensation results from the grant.
Note 8 - Income Tax
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS109) is an asset and
liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. In estimating
future consequences, SFAS 109 generally considers all expected future events
other than enactments of changes in the tax law or rates .
The deferred tax asset account resulted from temporary differences between the
amount of assets and liabilities recognized for financial reporting and tax. The
components of the net deferred income tax asset are as follows:
2000 1999
---- ----
Provisions for Doubtful Accounts $24,820 $22,440
Income Taxes are:
2000 1999 1998
---- ---- ----
Current Tax Expense $1,092,469 $117,973 $0
Deferred Tax Benefit ( 24,820) ( 22,400) 0
-------------- ---------- ----
Provision for Income Tax $1,067,649 $ 95,573 $0
The provision for income taxes and the reconciliation between federal income
taxes at the statutory effective rates are as follows:
2000 1999 1998
Amount % Amount % Amount %
----------- ---- ------- ---- -------- ----
Federal Income Tax at Statutory Rate $1,067,649 34.0 $95,533 34.0 ($24,091) (34.0)
Non Deductible Net Operating Loss From Merger 24,091 34.0
---------- ---- ------- ---- ------- ----
Provisions for Income Taxes $1,067,649 34.0 $95,533 34.0 $ 0 0
Operating Leases - Lease expense for the year ended December 31, 2000 was
$25,465 and for the year ended December 31, 1999 was $17,500. The Company leased
facilities at 1301 Mt. Juliet Road for $698 per month and increasing 7 1/2% in
each of the next two years. The Company has leased additional facilities at 1929
21st Street, Nashville on a month to month lease at $650 per month. The Mt
Juliet lease expires at December 2002.
1301 Mt Juliet Road
Mt Juliet, TN
1st Year $ 9,576
2nd Year $10,294
The Company also leases a T3 line from Bell South for $11,275 per month. The
lease expires May 2002.
1st Year 2001 $ 135,300
2nd Year 2002 $ 56,375
Note 9 - Agreement to Acquire Subsidiaries
Legal Matters
The Company agreed on October 27, 2000 to acquire Inshop.com, Inc.("InShop") (A
Delaware Corporation). The Company agreed to issue 1,817,943 shares of its
previously unissued stock in the purchase. The transaction to take place in
early 2001.
The proforma results of the acquisition are as follows:
800America.com, Inc. InShop.com, Inc. Combined
-------------------- ---------------- --------
Current Assets $3,144,389 $ 0 $3,144,389
Property & Equipment
Net of Accumulation
Depreciation 1,083,887 373,455 1,457,342
Intangible Assets
Net 193,333 1,694,488 1,887,821
--------- ---------- ----------
Total Assets 4,421,609 2,067,943 6,489,552
--------- ---------- ----------
Current Liabilities 411,818 250,000 661,818
--------- ---------- ----------
Common Stock 13,412 1,818 15,230
Additional Paid In Capital 1,943,134 1,816,125 3,759,259
Retained Earnings 2,053,245 0 2,053,245
--------- ---------- ----------
Total Stockholders' Equity 4,009,791 1,817,943 5,582,734
--------- ---------- ----------
Total Liabilities &
Stockholders' Equity $4,421,609 $2,067,943 $ 6,489,55
---------- ---------- ----------
Because InShop was not operational during the last year no proforma income
statement - data can be provided.
InShop is involved in the following litigation.
A Summons and Complaint in an action titled against 800America.Com, Inc. and
InShop com, Inc. has been served on InShop. The damages asked for are $219,429.
The action is pending in the Supreme Court of the State of New York, County of
New York. There has been no activity in this litigation beyond the service of
the Summons and Complaint on InShop. The Company intends vigorously to defend
this litigation.
A summons and complaint in an action seeking a consulting fee of $25,000 has
been served on InShop. The action is pending in the Civil court of the City of
New York. The Company intends to vigorously to defend the litigation.
Because of the early stages of the litigation referred to in the preceding two
paragraphs, and due to the contingencies of litigation, the Company is precluded
from providing any estimate at this time as to amounts which the plaintiffs
might recover should the Company and InShop fail successfully to defend their
positions.
On January 30, 2001, the Company commenced an action for breach of contract. The
action is pending in the Supreme Court of the State of New York, County of New
York. The issue was the Company's agreement to purchase another company. The
target company subsequently refused to comply with the agreement. The Company is
asking $2,000,000 in damages.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act. The executive officers and directors of
the Company and their ages are as follows:
Name Age Position
---- --- --------
Elie Rabi 61 President, Treasurer, and Director
Bobby Walley 59 Secretary, Director
Darvin D. Pierce 58 Director
Jane Rothman 44 Executive Vice President
Elie Rabi has served as the President of the Company since July 9, 1999 and
before that served as President of 800 America, Inc. from its inception in March
1999. He is responsible for general management of the Company as well as the
marketing of its on-line shopping site and the publication of its on-line
Internet Web Guide Magazine. Mr. Rabi had been in retirement since 1994, after
serving as a financial and marketing consultant to various international
companies in Africa and South America. From 1980 to 1990, he served as President
and CEO of the Carmel Group of companies, a multinational privately held
corporation based in South America, with 14 international offices, sales of
approximately $1.5 billion and over 6,800 employees. Between 1990 and 1994, Mr.
Rabi acted as an international business and financial consultant. Mr. Rabi's
education includes a Bachelors Degree in Business Administration and a Masters
Degree in Economics and Finance from the Sorbonne University in France, as well
as various courses in finance, economics and special courses in political
science.
Bobby Walley attended Mississippi State University where he received a Bachelors
Degree in Business Administration, a Masters Degree in Forestry and an AAA
Degree (similar to a Ph.D.) in Forestry. Mr. Walley owned a forestry consulting
firm, Walley Consulting Co., in Hattiesburg, Mississippi for approximately 10
years prior to its sale in 1998.
Darvin D. Pierce received an MBA from Northwestern University in Finance and
Economics in 1975. He has been a professional investment advisor for over 20
years. Currently, he is the co-manager of five mutual bank loan funds for Van
Kampen Funds of Oakbrook Terrace, Illinois, with whom he has been employed since
1990. In this capacity, Mr. Pierce is the Chief Analyst for $13.2 billion bank
originated secured corporate loans, and is responsible for all analytic work,
"due diligence" and monitoring of the portfolio; he manages 10 professional and
eight clerical and accounting personnel and is responsible for the day-to-day
administration, as well as the establishment and maintenance of working
relationships with a number of the Syndication Desks/Personnel at major lending
institutions in the United States. From 1986 to 1990 he was Senior Vice
President, Chief Lending Officer, Australia and New Zealand Bank, New York, New
York. From 1980 to 1986, he was the Vice President, Senior Lending Officer of
the National Bank of Canada, Chicago, Illinois.
Jane Rothman attended Birmingham Southern College where she received a Bachelors
Degree in 1979. Ms. Rothman brings over five years' experience in computer and
e-commerce related business, including marketing, traffic analysis and
statistical data. She created and implemented one of the first
business-to-business web sites to be profitable in the first six months of
operation. Ms. Rothman was also a consultant for a marketing research firm and
Branch Manager of Harrah's Hotels and Casinos in San Francisco.
The directors of the Company are elected each year at the annual meeting of
shareholders for a term of one year. Each director serves until the expiration
of his term and thereafter until his successor is duly elected and qualified.
Executive officers of the Company are appointed by the Board of Directors on an
annual basis.
The Company's executive officers and directors are required to file reports of
ownership and changes in ownership of the Company's securities with the
Securities and Exchange Commission as required under provisions of the
Securities Exchange Act of 1934. Based solely on the information provided to the
Company by individual directors and executive officers, the Company believes
that during the last fiscal year all directors and executive officers have
complied with applicable filing requirements.
Item 10. Executive Compensation.
The following table shows all cash compensation paid or to be paid by the
Company, during the fiscal years indicated, to the chief executive officer, the
other executive officers and the two most highly compensated employees of the
Company as of the end of the Company's last fiscal year.
Summary Compensation Table
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
-------------------------------- ---------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted Securities
Other Stock Underlying LTIP All Other
Name and Principle Salary Annual Award(s) Options/ SARs Payouts Compensation
Position Year ($) Bonus ($) Compensation ($) (#) ($) ($)
-------------------- -------- ---------- ---------- ------------- ------------ --------------- ---------- ------------
Elie Rabi, CEO 2000 120,000 0 0 0 1,000,000 0 0
1999 120,000 0 0 0 250,000 0 0
1998 0 0 0 0 0 0 0
Jane Rothman,
Exec. VP 2000 71,250 0 0 0 0 0 0
1999 0 0 0 0 0 0 0
1998 0 0 0 0 0 0 0
Bobby Walley,
Secretary 2000 0 0 0 0 0 0 0
1999 0 0 0 0 0 0 0
1998 0 0 0 0 0 0 0
Willie Whittle 2000 36,667 0 0 0 0 0 0
1999 12,000 0 0 0 0 0 0
1998 0 0 0 0 0 0 0
Ruth Walley 2000 42,000 0 0 0 0 0 0
1999 38,000 0 0 0 0 0 0
1998 33,000 0 0 0 0 0 0
Option/SAR Grants in Last Fiscal Year
(Individual Grants)
----------------------- --------------------- -------------------- --------------------- --------------------
Name Number of Percent of total Exercise or base Expiration date
Securities options/SARs price ($/Sh)
Underlying granted to
Options/SARs employees in
granted (#) fiscal year
----------------------- --------------------- -------------------- --------------------- --------------------
(a) (b) (c) (d) (e)
Elie Rabi 1,000,000 1.25 1/1/2004
Jane Rothman
Bobby Walley
Willie Whittle
Ruth Walley
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
-------------------- --------------- -------------- ---------------------------- ----------------------------
Name Shares Value Number of securities Value of unexercised
acquired on realized ($) underlying unexercised in-the-money options/SARs
exercise (#) options/SARs at FY-end (#) at FY-end ($) Exercisable/
exercisable/ unexercisable unexercisable
-------------------- --------------- -------------- ---------------------------- ----------------------------
(a) (b) (c) (d) (e)
Elie Rabi 0 0 1,000,000/0 750,000
Jane Rothman 0 0 50,000/0 37,500
Bobby Walley 0 0 0 0
Willie Whittle 0 0 0 0
Ruth Walley 0 0 0 0
Long-Term Incentive Plans-Awards in Last Fiscal Year
------------------ ----------------- ------------------------- ----------------------------------------------
(a) Name (b) Number of (c) Performance or Estimated Future Payouts under Non-Stock
shares, units other period until Price-Based Plans
or other rights maturation or payout
(#)
------------------ ----------------- ------------------------- ----------------------------------------------
(d) Threshold (e) Target (f) Maximum
($ or #) ($ or #) ($ or #)
------------------ ----------------- ------------------------- ----------------- ------------ ---------------
Elie Rabi 0 0 0 0 0
Jane Rothman 0 0 0 0 0
Bobby Walley 0 0 0 0 0
Willie Whittle 0 0 0 0 0
Ruth Walley 0 0 0 0 0
Item 11. Security Ownership of Certain Beneficial Owners and Management.
-------------------------------------------------------------------------------------------------------------
Beneficial Owners
-------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Title of Class Name and Address of Beneficial Amount and Nature of Percent of Class(1)
Owner Beneficial Owner
------------------ ------------------------------------ -------------------------- --------------------------
Common American Deductible, Inc.
1300 Market St. 9,358,000(2) 61.44%
Wilmington DE
------------------ ------------------------------------ -------------------------- --------------------------
Common Owen & Associates IBG, LLC
11011 King Street, Suite 260-B 1,020,000(3) 6.28%
Overland KS 66210
------------------ ------------------------------------ -------------------------- --------------------------
Management
------------------ ------------------------------------ -------------------------- --------------------------
Common Darvin Pierce
114 Northhampton Dr. 33,000(4) *
Osego, IL 60543
------------------ ------------------------------------ -------------------------- --------------------------
Common Elie Rabi
1301 North Mt. Juliet Rd. 10,608,000(5) 64.37%
Mt. Juliet, TN 37212
------------------ ------------------------------------ -------------------------- --------------------------
Common Jane Rothman
655 Avenue of the Americas 250,000(6) 1.64%
New York, NY 10010
------------------ ------------------------------------ -------------------------- --------------------------
Common Bobby Walley
1301 North Mt. Juliet Rd. 23,000 *
Mt. Juliet, TN 37212
------------------ ------------------------------------ -------------------------- --------------------------
Common Ruth Walley
1301 North Mt. Juliet Rd. 0 *
Mt. Juliet, TN 37212
------------------ ------------------------------------ -------------------------- --------------------------
Common Willie Whittle
1301 North Mt. Juliet Rd. 0 *
Mt. Juliet, TN 37212
------------------ ------------------------------------ -------------------------- --------------------------
Common Directors and executive officer as
a group 10,914,000 65.99%
------------------ ------------------------------------ -------------------------- --------------------------
* less than one percent
(1) Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.
Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person,
but are not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed.
(2) American Deductible, Inc. is the trustee of a trust established for the
benefit of the children of Mr. Rabi. Mr. Rabi does not act as trustee of
the trust but has a power of attorney to act on behalf of said trust and
may be deemed to have direct voting control of the common stock held in the
trust.
(3) Includes options to purchase 1,000,000 shares of common stock.
(4) Includes options to purchase 10,000 shares of common stock.
(5) Includes shares beneficially owned by American Deductible, Inc. over which
Mr. Rabi may be deemed to have direct voting control. Also includes
1,250,000 stock options issued in the name of Elie Rabi.
(6) Includes options to purchase 50,000 shares of common stock.
Item 12. Certain Relationships and Related Transactions.
On July 9, 1999, 800 America, Inc., a Delaware corporation, was merged into the
Company. As part of the Agreement and Plan of Merger, the Company issued
10,000,000 shares of its common stock to the three shareholders of 800 America,
Inc. The Company also changed its name to 800America.com, Inc. Of the restricted
shares of the Company issued pursuant to the merger, 9,358,000 shares of common
stock were issued to American Deductible, Inc. American Deductible, Inc. is a
trust established for the benefit of the children of Elie Rabi, the President
and a director of the Company and the former president and controlling
shareholder of 800 America, Inc. Mr. Rabi does not act as trustee of the trust
but holds a power of attorney on behalf of the trust and may be deemed to hold
direct voting control of such shares.
In December of 1999, the Company issued to Elie Rabi a total of 250,000
incentive stock options under its Stock Option Plan. The Company also issued
1,000,000 options to Owen & Associates, LLC under its Stock Option Plan.
In April of 2000, the Company issued to Jane Rothman a total of 200,000 shares
of common stock and 50,000 stock options in connection with the acquisition of
Rothmancloseouts.com. Item 13. Exhibits and Reports on Form 8-K. (a) Exhibits
3.01 Articles of Incorporation (1)
3.02 Bylaws (2)
10.01-10.18 Material Contracts (3)
(1) Incorporated by reference to Exhibit 3.01 to the registration statement on
Form SB-2 of Registrant filed with the Securities and Exchange Commission
on July 17, 1998 (file no. 333-51683).
(2) Incorporated by reference to Exhibit 3.02 to the registration statement on
Form SB-2 of Registrant filed with the Securities and Exchange Commission
on July 17, 1998 (file no. 333-51683).
(3) Incorporated by reference to Exhibits 10.01 to 10. 17 respectively to the
registration statement of Form SB-2 filed with the Securities and Exchange
Commission on July 17, 1998 (file no. 333-51683) and Exhibit 2.04 to Form
8-K filed July 16, 1999.
(b) The Company filed a report on Form 8-K dated November 13, 2000 in connection
with the agreement to acquire a majority shareholder interest in inShop.com,
Inc.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
800America.com, Inc.
By: /s/ Elie Rabi Date: March 29, 2001
------------------------------------------------
Elie Rabi, President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Elie Rabi Date: March 29, 2001
-------------------------------------------------
Elie Rabi, Director, President and
Chief Executive Officer
By: /s/ Bobby Walley Date: March 29, 2001
-------------------------------------------------
Bobby Walley, Director
By: /s/ Darvin D. Pierce Date: March 29, 2001
-------------------------------------------------
Darvin D. Pierce, Director