U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
[ ] 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 0-29781
AMERICABILIA.COM, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0142472
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1450 WEST HORIZON RIDGE ROAD, SUITE B-304 PMB653, HENDERSON, NEVADA 89012
(Address of principal executive offices)
702-568-0900
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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.
YES [X] NO [ ]
As of October 31, 2002, the Company had 6,669,192 shares of its $.001 par
value common stock issued and outstanding.
AMERICABILIA.COM, INC.
AND SUBSIDIARIES
CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) PAGE
----
Condensed Consolidated Balance Sheet (Unaudited) at September 30, 2002 3
Condensed Consolidated Statements of Operations (Unaudited) for the
Three and Nine Months ended September 30, 2002 and 2001 4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Nine Months ended September 30, 2002 and 2001 5-6
Notes to Unaudited Condensed Consolidated Financial Statements 7-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 10-12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults by the Company upon its Senior Securities 13
Item 4. Submission of Matter to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
CERTIFICATION 14-15
AMERICABILIA.COM, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, December 31,
2002 2001
----------- -----------
(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -- $ --
Accounts receivable, net -- --
Inventories -- --
Prepaid expenses and deposits -- --
----------- -----------
Total current assets -- --
----------- -----------
PROPERTY AND EQUIPMENT, net -- --
----------- -----------
$ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Liabilities in excess of assets for
discontinued operations $ 332,477 99,378
Accrued expenses 5,000 --
----------- -----------
337,477 99,378
----------- -----------
STOCKHOLDERS' DEFICIT:
Common stock, $0.01 par value; authorized
50,000,000 shares 6,669,192 shares issued
and outstanding 6,670 6,670
Additional paid-in capital 1,762,010 1,747,008
Accumulated deficit (2,106,157) (1,853,056)
----------- -----------
Total stockholders' deficit (337,477) (99,378)
----------- -----------
$ -- $ --
=========== ===========
3
AMERICABILIA.COM, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS AND NINE MONTHS SEPTEMBER 30, 2002 AND 2001
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
REVENUES $ -- $ -- $ -- $ --
Cost of sales -- -- -- --
----------- ----------- ----------- -----------
Gross profit (loss) -- -- -- --
----------- ----------- ----------- -----------
OPERATING EXPENSES:
General and administrative expenses 5,000 -- 5,000 --
Marketing expenses -- -- -- --
Depreciation and amotization -- -- -- --
----------- ----------- ----------- -----------
Total operating expenses -- -- -- --
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (5,000) -- (5,000) --
----------- ----------- ----------- -----------
OTHER (EXPENSE) INCOME:
Interest expense -- -- -- --
Interest income and other -- -- -- --
----------- ----------- ----------- -----------
Total other income (expense) -- -- -- --
----------- ----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS $ (5,000) $ -- $ (5,000) $ --
LOSS FROM DISCONTINUED OPERATIONS -- (345,194) (248,101) (507,236)
----------- ----------- ----------- -----------
NET LOSS $ (5,000) $ (345,194) $ (253,101) $ (507,236)
=========== =========== =========== ===========
LOSS PER SHARE:
Basic & diluted - continuing operations $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Basic & diluted - discontinued operations -- (0.05) (0.04) (0.08)
=========== =========== =========== ===========
Basic & diluted - total net loss -- (0.05) (0.04) (0.08)
=========== =========== =========== ===========
Weighted-average common shares
outstanding - basic & diluted 6,669,192 6,669,192 6,669,192 6,669,192
=========== =========== =========== ===========
4
AMERICABILIA.COM, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001
------------------ ------------------
CONTINUING OPERATIONS:
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
Net loss $ (5,000) $ --
--------- ---------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY (USED FOR) OPERATING ACTIVITIES -
depreciation and amortization -- --
--------- ---------
CHANGES IN ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN ASSETS:
Accounts receivable -- --
Inventory -- --
INCREASE (DECREASE) IN LIABILITIES:
Accounts payable and accrued exp 5,000 --
Interest payable-stockholders -- --
--------- ---------
Total adjustments -- --
--------- ---------
Net cash provided by (used for)
operating activities -- --
--------- ---------
CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES:
Acquisition of fixed assets -- --
Proceeds from sale of property and equipment -- --
--------- ---------
Net cash provided by (used for)
investing activities -- --
--------- ---------
CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES -
loans from Stockholders -- --
--------- ---------
NET INCREASE (DECREASE) IN CASH FROM
CONTINUING OPERATIONS -- --
--------- ---------
CASH USED FOR DISCONTINUED OPERATIONS (23,605) (147,420)
--------- ---------
NET INCREASE (DECREASE) IN CASH (23,605) (147,420)
CASH, BEGINNING OF PERIOD 23,605 147,420
--------- ---------
CASH, END OF PERIOD $ -- $ --
========= =========
5
AMERICABILIA.COM, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the quarter ended June 30, 2002, the Company transferred inventory
($178,702) and fixed assets ($65,999) in satisfaction of its related party
officer stockholder secured debt aggregating approximately $244,701.
6
AMERICABILIA.COM, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements and information at
September 30, 2002 and for the three and nine months ended September 30,
2002 and 2001 include the condensed consolidated accounts of
americabilia.com, Inc. together with its subsidiaries (collectively
referred to herein as the "Company"). All material intercompany balances
and transactions have been eliminated. These statements have been prepared
in conformity with accounting principles generally accepted in the United
States of America and used in preparing the Company's annual audited
consolidated financial statements but do not contain all of the information
and disclosures that would be required in a complete set of audited
financial statements. These financial statements have been prepared in a
manner similar to accounting for discontinued operation, and accordingly,
liabilities in excess of assets have been presented as a net balance (See
Note 5). They should, therefore, be read in conjunction with the Company's
audited consolidated financial statements and related notes thereto for the
year ended December 31, 2001. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect
all adjustments, consisting only of normal recurring adjustments, necessary
for a fair presentation of the financial results for the interim periods
presented. The results of operations for the three months ended September
30, 2002 and 2001 are not necessarily indicative of the results that will
be achieved for the entire year.
REVERSE MERGER - Pursuant to a Stock Purchase Agreement dated October 4,
2002 between Crystalix USA Group, Inc. and Americabilia.com, Inc. ("ABIL"),
and a Technology License Agreement between Crystalix USA Group, Inc. and
Crystalix Technology, Inc., also dated October 4, 2002, the former
shareholders of these two companies acquired 23,300,000 newly issued shares
of common stock of ABIL and 7,000,000 shares of ABIL's Class A preferred
stock with 10 to 1 voting and conversion rights. These shareholders
effectively control approximately 77.6% of the issued and outstanding
common stock of ABIL and 93.7% of the voting control and ownership of ABIL
assuming conversion of the Class A preferred shares. As a result of these
acquisitions, the shareholders of Crystalix USA Group, Inc. obtained
control of ABIL and according to FASB 141, this acquisition has been
treated as a recapitalization for accounting purposes, in a manner similar
to reverse acquisition accounting.
In relation to this Stock Purchase Agreement, the Company entered into a
consulting agreement with IB 2000, Inc. to provide professional consulting
services. The Company agreed to pay $150,000 in cash for these services.
The Company has filed a Form 8-K disclosing these transactions and filed a
Form 8-K/A disclosing the financial statements of Crystalix USA Group,
Inc.
7
GOING CONCERN - The accompanying condensed consolidated 2002 financial
statements have been prepared assuming that the Company will continue as a
going concern without any operations. The Company's history of recurring
losses from operations, negative working capital, and stockholders' deficit
raised substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty. Cash flow from disposition of assets
less payments required to settle unsecured debt is not expected to be
sufficient to pay operating costs of the Company through the third quarter
of fiscal 2002. The Company has not been successful in raising sufficient
capital to expand or sustain its operations.
On June 25, 2002, the Company filed a Form 8-K stating its plans to cease
business operations and vacate its business premises on or before June 30,
2002. The Company's Board of directors has determined that the value of the
Company's operating assets is less than the amount of the secured debt owed
to the Company's President and chairman of the Board. The Company has
already relinquished its operating assets to these secured creditors in
partial satisfaction of the secured debt. The Company believes that
collections on its accounts receivable may be sufficient to pay most of its
creditors other than an additional approximate $308,000 of unsecured debt
owed by the Company to its President and chairman of the Board and the
Company's obligations to its landlord under its premises lease.
Management has explored various strategies including but not limited to a
merger. While management will continue to explore this opportunity in order
to preserve some value for the Company's shareholders, management is unsure
that any merger can be effectively implemented.
COMPREHENSIVE LOSS
The Statement of Financial Accounting Standards Board No. 130 requires
companies to report all components of comprehensive loss in their financial
statements, including all non-owner transactions and events which impact a
company's equity, even if those items do not directly affect net loss.
Comprehensive loss is comprised of net loss, and accordingly, no statement
of Comprehensive Loss is presented.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2002, the FASB issued Statement of Financial Accounting Standard
No. 145, "Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" ("SFAS No. 145"). SFAS No. 145
requires that gains and losses from extinguishment of debt be classified as
extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion No. 30 ("Opinion No. 30"). Applying the provisions of Opinion
No. 30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual and infrequent that meet criteria
for classification as an extraordinary item. SFAS No. 145 is effective for
the Company beginning January 1, 2003, but the Company may adopt the
provisions of SFAS No. 145 prior to this date. The Company has not yet
evaluated the impact of SFAS No. 145 on its financial position and results
of operations.
8
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") unanimously
approved the issuance of two statements, Statement 141, "Business
Combinations", and Statement 142, "Goodwill and Other Intangible Assets".
The two statements modify the method of accounting for business
combinations entered into after June 30, 2001 and address the accounting
for intangible assets. The adoption of SFAS No's. 141 and 142 had no impact
on the Company's financial position and results of operations.
The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," in August of 2001. This Statement addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets and requires, among other things, that assets to be sold within one
year be separately identified and carried at the lower of carrying value or
fair value less costs to sell. Long-lived assets expected to be held longer
than one year are subject to depreciation and must be written down to fair
value upon impairment. Long-lived assets no longer expected to be sold
within one year must be written down to the lower of current fair value or
fair value at the date of foreclosure. The provisions of this Statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The adoption of SFAS No. 144 had no impact on its
financial position and results of operations.
2. STOCKHOLDERS' EQUITY
EARNINGS PER SHARE - Basic EPS is computed by dividing net income by the
weighted-average number of common shares outstanding for the period.
Diluted EPS is computed by dividing net income by common and common
equivalent shares outstanding for the period. Options to purchase common
stock, whose exercise price was greater than the average market price for
the period, have been excluded from the computation of diluted EPS. For the
three and nine months ended September 30, 2002 and 2001, there were no
dilutive options, as the options would have been anti-dilutive due to the
net loss for the period. The Company had no potentially dilutive options
outstanding at September 30, 2001 or 2002.
3. INCOME TAXES
Statement of Financial Accounting Standards No. 109 requires a valuation
allowance to be recorded when it is more likely than not that some or all
of the deferred tax assets will not be realized. A valuation allowance has
been established on the computed deferred tax asset at March 31, 2002 and
December 31, 2001 due to the uncertainties associated with realizing such
assets in the future.
4. SEGMENT REPORTING
The Company used to have two reportable segments based upon products
offered: retail sales and corporate operations, and wholesale distribution
and manufacturing. During the three months ended June 30, 2002, the Company
entered into a plan to cease operations, and accordingly, management
believes that no reportable segments exist.
9
5. DISCONTINUED OPERATIONS
The Company has previously disclosed that it expected that cash flow from
operations might not be sufficient to allow the Company to continue in
business in 2002.
The Company ceased business operations and vacated its business premises by
June 30, 2002. The Company's Board of Directors has determined that the
value of the Company's operating assets is less than the amount of the
secured debt owed to the Company's President and Chairman of the Board. The
Company believes that collections on its accounts receivable may be
sufficient to pay most of its creditors other than an additional amount of
approximately $308,000 of unsecured debt owed by the Company to its
President and Chairman of the Board and the Company's obligations to its
landlord under its premises lease. Management has explored various
strategies including but not limited to a merger. While management will
continue to explore this opportunity in order to preserve some value for
the Company's shareholders, management is unsure that any merger can be
effectively implemented.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
OVERVIEW
The following discussion should be read in conjunction with, and is qualified in
its entirety by our unaudited consolidated financial statements as of and for
the three months and nine months ended September 30, 2002 and 2001.
The Company has previously disclosed that it expected that cash flow from
operations might not be sufficient to allow the Company to continue in business
in 2002. The Company is not generating sufficient sales to allow it to continue
its business operations.
On June 25, 2002, the Company filed a Form 8-K stating its plans to cease
business operations and vacate its business premises on or before June 30, 2002.
The Company's Board of directors has determined that the value of the Company's
operating assets is less than the amount of the secured debt owed to the
Company's President and chairman of the Board. The Company has already
relinquished its operating assets to these secured creditors in partial
satisfaction of the secured debt. The Company believes that collections on its
accounts receivable may be sufficient to pay most of its creditors other than an
additional approximate $308,000 of unsecured debt owed by the Company to its
President and chairman of the Board and the Company's obligations to its
landlord under its premises lease. Management has explored various strategies
including but not limited to a merger. While management will continue to explore
this opportunity in order to preserve some value for the Company's shareholders,
management is unsure that any merger can be effectively implemented.
Accordingly, no results of operations discussion and information has been
presented.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2002, the Company had liabilities in excess of assets of
$337,477.
Notes payable to the Company's Chairman of the Board and President in the
aggregate amount of approximately $308,000 are due in 2002. These notes are
unsecured.
GOING CONCERN - The accompanying condensed consolidated 2002 financial
statements have been prepared assuming that the Company will continue as a going
concern without any operations. The Company's history of recurring losses from
operations, negative working capital, and stockholders' deficit raised
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. Cash flow from disposition of assets less payments
required to settle unsecured debt is not expected to be sufficient to pay
operating costs of the Company through the third quarter of fiscal 2002. The
Company has not been successful in raising sufficient capital to expand or
sustain its operations.
The Board of Directors is exploring various strategies including, but not
limited to, mergers, re-capitalization or other actions. No assessment can be
made of the likelihood that such plans and actions can be effectively
implemented. Ultimately, the Company's continuation as a going concern will
depend upon its ability to successfully acquire an operating entity. While
management will continue to explore this opportunity in order to preserve some
value for the Company's shareholders, management is unsure that any acquisition
can be effectively implemented.
10
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2002, the FASB issued Statement of Financial Accounting Standard No.
145, "Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" ("SFAS No. 145"). SFAS No. 145
requires that gains and losses from extinguishment of debt be classified as
extraordinary items only if they meet the criteria in Accounting Principles
Board Opinion No. 30 ("Opinion No. 30"). Applying the provisions of Opinion No.
30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual and infrequent that meet criteria for
classification as an extraordinary item. SFAS No. 145 is effective for the
Company beginning January 1, 2003, but the Company may adopt the provisions of
SFAS No. 145 prior to this date. The Company has not yet evaluated the impact of
SFAS No. 145 on its financial position and results of operations.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") unanimously
approved the issuance of two statements, Statement 141, "Business Combinations",
and Statement 142, "Goodwill and Other Intangible Assets". The two statements
modify the method of accounting for business combinations entered into after
June 30, 2001 and address the accounting for intangible assets. The adoption of
SFAS No's. 141 and 142 had no impact on the Company's financial position and
results of operations.
The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," in August of 2001. This Statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
requires, among other things, that assets to be sold within one year be
separately identified and carried at the lower of carrying value or fair value
less costs to sell. Long-lived assets expected to be held longer than one year
are subject to depreciation and must be written down to fair value upon
impairment. Long-lived assets no longer expected to be sold within one year must
be written down to the lower of current fair value or fair value at the date of
foreclosure. The provisions of this Statement are effective for financial
statements issued for fiscal years beginning after December 15, 2001. The
adoption of SFAS No. 144 had no impact on the Company's financial position and
results of operations.
11
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act provides a "safe harbor" for
certain forward-looking statements. Certain matters discussed in this filing
could be characterized as forward-looking statements such as statements relating
to plans for future expansion, as well as other capital spending, financing
sources and effects of regulation and competition. Such forward-looking
statements involve important risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking
statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, intangible assets, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of the Company's financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other sources,
primarily allowance for doubtful accounts, accruals for transportation and other
direct costs, accruals for cargo insurance, and the classification of net
operating loss and tax credit carryforwards between current and long-term
assets. These accounting policies are described at relevant sections in this
discussion and analysis and in the notes to the consolidated financial
statements included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of September 30, 2002, the Company had net liabilities of $337,477. The
borrowings are related to loans from officers and directors, which, by their
nature, are not subject to interest rate fluctuations.
12
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
The Company is subject to claims in the ordinary course of business. In the
opinion of management, the ultimate resolution of these pending legal
proceedings should not have a material adverse effect on our financial
condition.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
Item 5. OTHER INFORMATION.
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
None.
(b) REPORTS ON FORM 8-K
The Company filed a Form 8-K on June 25, 2002 disclosing its plans to
cease business operations.
SIGNATURES
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.
AMERICABILIA.COM, INC.
(Registrant)
Dated: November 12, 2002 By: /s/ Rainer Eissing
------------------------------------
Rainer Eissing,
Chief Executive Officer
Dated: November 12, 2002 By: /s/ Armin Van Damme
------------------------------------
Armin Van Damme,
President & Chief Financial Officer
13
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rainer Eissing, certify, pursuant to Rule 13a-4 of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, with respect to the Quarterly Report of americabilia.com. Inc. on Form
10-Q for the quarterly period ended September 30, 2002 ("Report") that (1) I
have reviewed the Report being filed; (2) based on my knowledge, the Report does
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by the Report; and (3) based on my knowledge, the financial statements,
and other financial information included in the Report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the issuer as of, and for, the periods presented in the Report.
By: /s/ Rainer Eissing
------------------------------------
Name: Rainer Eissing
Title: Chief Executive Officer
(Principal Executive Officer) of
americabilia.com, Inc.
I, Armin Van Damme, certify, pursuant to Rule 13a-4 of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, with respect to the Quarterly Report of americabilia.com. Inc. on Form
10-Q for the quarterly period ended September 30, 2002 ("Report") that (1) I
have reviewed the Report being filed; (2) based on my knowledge, the Report does
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by the Report; and (3) based on my knowledge, the financial statements,
and other financial information included in the Report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the issuer as of, and for, the periods presented in the Report.
By: /s/ Armin Van Damme
------------------------------------
Name: Armin Van Damme
Title: Chief Financial Officer
(Principal Financial Officer) of
Americabilia.com, Inc.
14
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Rainer Eissing, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge the Quarterly Report of americabilia.com. Inc. on Form 10-Q for the
quarterly period ended September 30, 2002 fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in such Form 10-Q fairly presents in all material respects
the financial condition and results of operations of americabilia.com, Inc.
By: /s/ Rainer Eissing
------------------------------------
Name: Rainer Eissing
Title: Chief Executive Officer of
Americabilia.com, Inc.
I, Armin Van Damme, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge the Quarterly Report of americabila.com, Inc. on Form 10-Q for the
quarterly period ended September 30, 2002 fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in such Form 10-Q fairly presents in all material respects
the financial condition and results of operations of americabilia.com, Inc.
By: /s/ Armin Van Damme
------------------------------------
Name: Armin Van Damme
Title: Chief Financial Officer of
Americabilia.com, Inc.
15