SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q SB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended November 30, 1999 Commission file number _________________ SILK BOTANICALS.COM, INC. (Exact name of registrant as specified in its charter) Florida 65-0886132 ------- ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 975 S. Congress Ave. #102 Delray Beach, Fl. 33445 ----------------------- (Address of principal executive offices) Registrant's telephone number, including area code: ( 561) 265 - 3600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [Y] No: [ ] REGISTRANT IS A CORPORATION TABLE OF CONTENTS ITEM 1. Financial Statements The following Unaudited financial statements are file herewith: Balance Sheet as of November 30, 1999 and May 31, 1999 Page 3 Consolidated Statements of Operations for the Three and Six Months Ended November 30, 1999 and 1998 Page 4 Consolidated Statements of Cash Flows for the Six months Ended November 30, 1999 and 1998 Page 5 ITEM 2. Results of Operations and Management's Discussion and Analysis of Financial Condition Page 7 Signatures Page 9 The statements, insofar as they relate to the period subsequent to May 31, 1999, are Unaudited. 2 Item 1. Financial Information SILKBOTANICALS.COM, INC. BALANCE SHEETS (see notes to financial statements) NOVEMBER 30, MAY 31, 1999 1999 --------- --------- (unaudited) ASSETS: Current assets: Cash in Banks $ 23,215 $ -- Accounts receivable 67,144 -- Inventory 52,078 57,353 --------- --------- Total current assets 142,437 57,353 Property and equipment 1,248 1,500 License rights, net of valuation allowance accumulated amortization 38,960 42,500 --------- --------- $ 182,645 $ 101,353 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Short-term Debt $ 25,525 $ -- Accounts payable 42,877 21,414 Accounts payable due to related party 142,202 101,353 --------- --------- Total current liabilities 210,604 122,767 --------- --------- Stockholders' deficit: Series A preferred stock, $.001 par value, 1,900 shares authorized, issued and outstanding 2 2 Preferred stock, $.001 par value, 4,998,100 authorized, none issued and outstanding -- -- Common stock, $.001 par value, 25,000,000 shares authorized 6,250,000 shares issued and outstanding 6,250 6,250 Additional paid-in capital 671,458 671,458 Deficit accumulated during the development stage -- (699,124) Retained deficit (705,669) -- --------- --------- Total stockholders' deficit (27,959) (21,414) --------- --------- $ 182,645 $ 101,353 ========= ========= 3 SILKBOTANICALS.COM, INC. STATEMENT OF OPERATIONS (unaudited) SIX MONTHS ENDED THREE MONTHS ENDED NOVEMBER 30, NOVEMBER 30, ----------------------------------------------------------------- 1999 1998 1999 1998 ----------- --------- ----------- ----------- Revenues $ 281,244 $ -- $ 168,782 $ -- Cost of goods sold 196,871 -- 118,148 -- ----------- --------- ----------- ----------- Gross profit 84,373 -- 50,634 -- Operating expenses: General and administrative 90,918 -- 55,536 -- ----------- --------- ----------- ----------- Total 90,918 -- 55,536 -- ----------- --------- ----------- ----------- Net loss (6,545) -- (4,902) -- Preferred dividend requirement 5,700 -- 2,850 -- ----------- --------- ----------- ----------- Net loss available to common shareholders (12,245) -- (7,752) -- ----------- --------- ----------- ----------- Net loss per share of common stock: Basic and diluted $ -- $ -- $ -- $ -- Weighted average number of common shares outstanding 6,250,000 6,250,000 6,250,000 6,250,000 4 SILKBOTANICALS.COM, INC. STATEMENT OF CASH FLOWS SIX MONTHS ENDED NOVEMBER 30, 1999 1998 -------- ---- Cash flows from operating activities: Net loss $ (6,545) $ -- Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,792 -- Changes in assets and liabilities: Increase in accounts receivable (67,144) -- (Increase) decrease in inventory 5,275 -- Increase in accounts payable 21,463 -- Increase in due to related parties 40,849 -- Net cash used in operation activities (2,310) -- Cash flow from financing activities Bank lines 25,525 -- Net increase in cash 23,215 -- Cash at beginning of period -- -- Cash at end of period $ 23,215 $ -- ======== ==== 5 SILK BOTANICALS.COM, INC. NOTES TO FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited financial statements of Silk Botanicals.Com, Inc. (The Company) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q SB. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended November 30, 1999 are not necessarily indicative of the results that may be expected for the year ended May 31, 2000. 6. Item 2. Results of Operations and Management's Discussion & Analysis of Financial Condition 2. REVENUES Sales revenue for the second quarter of operations increased to $168,782, which was a 50% increase over sales revenue for the first quarter of $112,462. Cost of goods sold remained constant at 70.0% producing a gross profit of $50,634 or 30.0%. General and administrative operating expenses were $55,536 or 32.9% of sales, producing a net loss of $4,902 or 2.9%. For the six months ended November 30, 1999, revenues were $281,244. The cost of goods sold was $196,871 with a gross profit of $84,373 or 30.0%. Operating expenses were $90,918 or 32.7%, producing a net loss of $6,545 or 2.3%. The Company maintained $52,078 of inventory as of November 30th. The turnover of such inventory would be annualized at 7.56 times per year. 3. YEAR 2000 The Company anticipates that it will not incur any costs associated with its computer system as it relates to the conversion to the Year 2000. Surveys of financial institutions and vendors used by The Company also indicate compliance. 4. OTHER EVENTS During the second quarter, The Company began production of its website which will include all in-line Living Silk, Forever Fresh and Silk Botanicals products. The website will include a shopping cart which will enable customers to order product on line. The website is expected to be completed in the third quarter ending February 28, 2000. The Company also completed production of its brochure for the natural trunk tree category. This brochure, in addition to the waterlook illusion brochure and floral and greenery brochure, completes the in-line products The Company offers for wholesale. 7 5. FORWARD LOOKING INFORMATION Certain statements in this section and elsewhere in this report are forward-looking in nature and relate to trends and events that may affect The Company's future financial position and operating results. The words "expect", "anticipate", "intend", and "project" and similar words or expressions are intended to identify forward-looking statements. These statements speak only as of the date of this report. The statements are based on current expectations, are inherently uncertain, are subject to risks, and should be viewed with caution. Actual results and experience may differ materially from the forward- looking statements as a result of many factors, including: changes in economic conditions in the various markets served by The Company's operations, increased competition, and other unanticipated events and conditions. It is not possible to foresee or identify all such factors. The Company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof which may affect the accuracy of any forward-looking statement, except as may be required by law. 6. SUBSEQUENT EVENTS During the month of December , The Company executed sales rep agreements with a) an organization in Atlanta to cover six (6) southeast states, with b) an organization in Dallas to cover six (6) southwest states, and with c) a rep organization in Illinois to cover five (5) Midwestern states. All rep organizations maintain permanent showrooms in their respective cities and have road sales people, as well as showroom people for all categories of Silk Botanicals' merchandise. In December, The Company was approved as a vendor for two major supermarket chains and commenced deliveries to select locations. In early January 2000, The Company received an initial purchase order agreement from a large national discount department store chain, and has commenced delivery of product to select locations. The Company also received commitments from a national retailer who operates over 200 stores, for anticipated deliveries to begin in March 2000. The company's chief supplier/manufacturer has been running at 25% capacity. Therefore, the company expects to be able to fill all orders that these newly reached sales arrange- ments may reasonably be expected to produce. 8 SILK BOTANICALS.COM, INC. PART II - OTHER INFORMATION Item 1. Legal Proceedings None ITEM 2. Changes in Securities None ITEM 3. Defaults Upon Senior Securities See Part 1 ITEM 4. Submission of Matters to a Vote of Security Holders None ITEM 5. Other Information None ITEM 6. Exhibits and Reports on Form 8-K (a) 27 Financial Data Schedule (b) None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SILK BOTANICALS. COM, INC. A Florida Corporation BY: /S/ JOSEPH R. BERGMANN -------------------------- Joseph R. Bergmann President Date: January 14, 2000 9 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 27 Financial Data Schedule