UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For Quarter Ended: May 31, 2001
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 0-29019
Interactive Marketing Technology, Inc.
(Exact name of registrant as specified in its charter)
Nevada 22-3617931
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3575 Cahuenga Boulevard West, Suite 390
Hollywood, California 90068
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (323) 874-4484
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 [X] No [ ]
As of July 11, 2001, the Registrant had a total of 15,823,667 shares of
common stock issued and outstanding.
PART I. FINANCIAL INFORMATION
______________________________________
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our
statements of operations for the three months ended May 31, 2001 and 2000 is
unaudited. This financial information, in the opinion of management, includes
all adjustments consisting of normal recurring entries necessary for the fair
presentations of such data. The results of operations for the three months
ended May 31, 2001, are not necessarily indicative of results to be expected
for any subsequent period.
2
Interactive Marketing Technology
Balance Sheets
As of May 31, 2001 and February 28, 2001
(Unaudited) (Audited)
May 31, February 28,
2001 2001
-------------- -------------
Current assets:
Cash $ 2,409 $ 16,007
Accounts receivable 1,516 5,481
Inventories 42,817 67,817
Prepaid expenses and other current assets 15,316 88,412
-------------- -------------
Total current assets 62,058 177,717
-------------- -------------
Property, Plant and Equipment, net of accumulated
depreciation of $24,843 as of May 31, 2001 and
$19,163 as of February 28, 2001 72,425 78,105
Intangible Assets, net of accumulated
amortization of $61,452 as of May 31, 2001
and $54,624 as of February 28, 2001 75,108 81,936
Master Audio Recordings 250,000 250,000
Capitalized Production Costs, net of accumulated
amortization of $12,943 as of May 31, 2001 and
$0 as of February 28, 2001 142,355 139,166
Other long term assets 63,260 63,468
-------------- -------------
$ 665,206 $ 790,392
============== =============
Current liabilities:
Accounts payable $ 206,457 $ 165,079
Accrued expenses 131,899 106,856
Related Party note payable, current 121,000 126,000
Net liabilities from discontinued operations 1,202,133 1,075,258
-------------- -------------
Total current liabilities 1,661,489 1,473,193
-------------- -------------
Shareholder deficit:
Common Stock, Par .001, 60,000,000 shares
authorized, 15,873,667 shares issued and
outstanding as of May 31, 2001 and
February 28, 2001 15,874 15,874
Paid in capital 2,508,966 2,454,216
Accumulated deficit (3,521,123) (3,152,891)
-------------- -------------
(996,283) (682,801)
-------------- -------------
$ 665,206 $ 790,392
============== =============
F-1
3
Interactive Marketing Technology
Statement of Operations
For the three months ended May 31, 2001 and 2000
(Unaudited) (Unaudited)
Restated
May 31, May 31,
2001 2000
-------------- -------------
Net Sales $ 52,231 $ 683
Cost of sales 50,000 8,659
-------------- -------------
Gross profit (loss) 2,231 (7,976)
Operating Expenses:
Payroll and related 68,500 48,610
Depreciation and amortization 12,508 7,731
Selling, general and administration 198,845 155,461
-------------- -------------
279,853 211,802
-------------- -------------
Loss from operations (277,622) (219,778)
Other income (expense):
Interest expense (2,083) -
-------------- -------------
Loss from continuing operations
before income tax provision (279,705) (219,778)
Income tax provision 800 800
-------------- -------------
Income (loss) from continuing operations (280,505) (220,578)
Discontinued operations:
Income (loss) from discontinued operations (87,727) 388,299
-------------- -------------
Net income (loss) $ (68,232) $ 167,721
============== =============
Basic and diluted net loss available to common
stockholders from:
Continuing operations $ (0.02) $ (0.01)
Discontinued operations - .02
-------------- -------------
Net loss $ (0.02) $ 0.01
============== =============
Basic and diluted weighted average common
shares outstanding 15,873,667 22,507,000
============== =============
F-2
4
Interactive Marketing Technology
Statements of Cash Flows
For the three months ended May 31, 2001 and 2000
(Unaudited) (Unaudited)
May 31, May 31,
2001 2000
-------------- -------------
Cash flows from operating activities:
Net income (loss) $ (368,232) $ 167,721
Adjustments to reconcile net loss to net cash
used in continuing operating activities:
Depreciation and amortization 25,451 37,596
Estimated fair market value of options granted to employees 54,750 50,000
Impairment loss on inventory 128,786 -
Changes in continuing operating assets and liabilities:
Decrease (increase) in accounts receivable 3,965 (2,131,308)
Decrease (increase) in inventories 25,000 (68,824)
Decrease (increase) in prepaid expenses and other current assets 73,096 (43,849)
Increase of capitalized production cost (16,132) -
Decrease (increase) in deposits and other assets 208 29,084
Increase (decrease) in accounts payable and accrued expenses 64,510 1,694,166
-------------- -------------
Net cash used in continuing operating activities (8,598) (265,414)
-------------- -------------
Cash flows from investing activities:
Purchase of fixed assets - (58,960)
-------------- -------------
Cash flows from continuing financing activities:
Loans from stockholders - 176,000
Net proceeds from convertible debt - 517,000
Repayment of convertible debentures - (600,000)
Principal payments on notes payable (5,000) -
-------------- -------------
Net cash provided by (used in) continuing
financing activities (5,000) 93,000
-------------- -------------
Net decrease in cash from continuing operations (13,598) (231,374)
Cash at beginning of period 16,007 252,266
-------------- -------------
Cash at end of period $ 2,409 $ 20,892
============== =============
Supplemental Disclosure of cash flow information-
Interest paid $ 2,083 $ -
============== =============
Income taxes paid $ - $ -
============== =============
F-3
5
INTERACTIVE MARKETING TECHNOLOGY, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization and Operations
- ---------------------------
Interactive Marketing Technology, Inc. ("Interactive" or the "Company"),
a Nevada corporation, was formed on April 21, 1998. The Company's wholly
owned subsidiary is IMT's Plumber, Inc., which was formed February 4, 1999.
Since inception, the Company's principal business activity has been produce,
market and sell a licensed product called The Plumber's Secret, which was
discontinued during fiscal 2001 (see Note 10). The Company intends on
introducing new products in fiscal 2002 in a direct response and retail sales
environment. The Company continues to be involved in negotiations to obtain
licensing agreements for new products.
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of IMT's
Plumber, Inc., a wholly owned subsidiary. All significant intercompany
accounts and transactions have been eliminated in consolidation.
Going Concern
- -------------
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has negative working capital of
$1,599,431 and an accumulated deficit of $3,521,123 at May 31, 2001, and a
history of losses from operations through May 31, 2001, among other matters,
which raise substantial doubt about its ability to continue as a going
concern. The Company intends to fund operations through sales of new products
and debt and equity financing arrangements which management believes may be
insufficient to fund its capital expenditures, working capital and other cash
requirements for the fiscal year ending February 28, 2002. Therefore, the
Company will be required to seek additional funds to finance its long-term
operations. The successful outcome of future activities cannot be determined
at this time and there is no assurance that if achieved, the Company will have
sufficient funds to execute its intended business plan or generate positive
operating results.
The financial statements do not include any adjustments related to
recoverability and classification of assets carrying amounts or the amount and
classification of liabilities that might result should the Company be unable
to continue as a going concern.
Risks and Uncertainties
- ------------------------
The Company operates in a highly competitive consumer product
environment that is subject to intense competition, government regulation and
rapid change. The Company's operations are subject to significant risk and
uncertainties including financial, operational and other risks associated with
the business, including the potential risk of business failure.
F-4
6
INTERACTIVE MARKETING TECHNOLOGY, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued
Long-Lived Assets
- -----------------
During 1995, the FASB issued Statement of Financial Accounting Standards
No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets To Be Disposed Of," which requires that long-lived
assets and certain identifiable intangibles to be held and used by an entity
be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In
accordance with the provisions of SFAS 121, the Company regularly reviews
long-lived assets and intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may
not be recoverable. Based on its analysis, management determined that certain
master audio recordings have been impaired. As a result, the Company
recognized an impairment loss of $128,786 in the accompanying consolidated
statements of operations for the period ended May 31, 2001.
Management believes the impairment loss recognized on long-lived assets
are adequate. There can be no assurance, however, that market conditions will
not change or demands for the Company's services or products will continue
which could result in impairment on long-lived assets in the future.
Revenue Recognition
- -------------------
The Company records sales when goods are shipped to the customer.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101 ("SAB 101"), "Revenue Recognition," which outlines the
basic criteria that must be met to recognize revenue and provides guidance for
presentation of revenue and for disclosure related to revenue recognition
policies in financial statements filed with the Securities and Exchange
Commission. The effective date of this pronouncement was the fourth quarter
of the fiscal year beginning after December 15, 1999. The adoption of SAB 101
did not have a material impact on the Company's financial position and results
of operations.
Warranty
- --------
The Company provides a warranty of thirty days to direct response
customers and no warranty for sales to retail centers.
Estimated future warranty obligations related to certain products and
services are provided by charges to operations in the period in which the
related revenue is recognized. The Company has no warranty reserve at May 31,
2001 and February 28, 2001.
Earnings Per Share
- ------------------
The Company has adopted Statement of Financial Accounting Standards No.
128 ("SFAS 128"), "Earnings Per Share." Under SFAS 128, basic earnings per
share is computed by dividing income available to common shareholders by the
weighted average number of shares assumed to be outstanding during the period
of
F-5
7
INTERACTIVE MARKETING TECHNOLOGY, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES,
continued
computation. Diluted earnings per share is computed similar to basic earnings
per share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. Because the Company has incurred net losses, basic and diluted loss
per share are the same as additional potential common shares would be
anti-dilutive.
Segments of Business
- --------------------
The Company has adopted Statement of Financial Accounting Standards No.
131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related
Information." SFAS 131 changes the way public companies report information
about segments of their business in their annual financial statements and
requires them to report selected segment information in their quarterly
reports issued to shareholders. It also requires entity-wide disclosures
about the products and services an entity provides, the material countries in
which it holds assets and reports revenues and its major customers. The
Company currently operates in one segment, as disclosed in the accompanying
consolidated statement of operations.
Derivative Instruments
- --------------------------------
The Company has adopted Financial Accounting Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities." SFAS
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities on the balance sheet at their fair value. This
statement, as amended by SFAS 137 and 138, is effective for financial
statements for all fiscal quarters of fiscal years beginning after June 15,
2000. The Company's adoption of this standard did not have a material impact
on the Company's results of operations, financial position or cash flows, as
it currently does not engage in any derivative or hedging activities.
Reclassifications
- ------------------
Certain reclassifications were made to prior period amounts, enabling
them to conform to current period presentation.
NOTE 2 - STOCKHOLDERS' EQUITY
Pursuant to APB 25, the Company recognized compensation expense
totaling $54,750 in the consolidated statement of operations during the
quarter ended May 31, 2001.
NOTE 3- DISCONTINUED OPERATIONS
In November 2000, the Company's management decided to refocus all of its
marketing efforts on new product lines and to abandon its efforts of selling
the Plumber's Secret product line to retailers. The results of operations of
the product line have been reported separately as discontinued operations.
Income (loss) from discontinued operations were approximately $(87,727) and
388,299 for the periods ended May 31, 2001 and 2000,
F-6
8
INTERACTIVE MARKETING TECHNOLOGY, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________________
NOTE 3 - DISCONTINUED OPERATIONS, continued
respectively. Prior year financial statements for 2000 have been restated to
present the operations of the Plumber's Secret product line as a discontinued
operation. During the period ended, the Company recognized an impairment loss
on inventory from discontinued operations of $128,786.
For financial reporting purposes, the assets and liabilities of the
discontinued operations have been recorded at their estimated net realizable
value under the caption "Net liabilities from discontinued operations" in the
accompanying balance sheet at May 31, 2001 and February 28, 2001 and are
comprised of the following:
May 31, February 28,
2001 2001
------------ ---------------
Assets:
Inventory $ 73,475 $ 202,261
Liabilities:
Accounts payable 177,053 178,779
Accrued liabilities 133,555 133,740
Accrued royalties 540,000 540,000
Promotional allowances 425,000 425,000
------------ --------------
Total liabilities 1,275,608 1,277,519
------------ --------------
Net liabilities from
discontinued operations $ 1,202,133 $ 1,075,258
============ ==============
F-7
9
References in this quarterly report to "Interactive Marketing" "we,"
"us," and "our" refer to Interactive Marketing Technology, Inc.
This Form 10Q-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10Q-SB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Interactive Marketing's control. These factors include but are not limited to
economic conditions generally and in the industries in which Interactive
Marketing may participate; competition within Interactive Marketing's chosen
industry, including competition from much larger competitors; technological
advances and failure by Interactive Marketing to successfully develop business
relationship.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Overview
We began operations in August of 1999 and relied primarily on one
product, the Plumbers Secret, for our revenues in fiscal years 2000 and 2001.
In November 2000 management decided to focus our marketing efforts on our new
product lines and discontinued The Plumbers Secret product line. As a result,
we have recognized a loss from discontinued operations in our financial
statements. Management expects revenues from the new products to satisfy a
portion of our working capital needs in the short term; however, we must
obtain debt and equity financing to continue long term operations.
Reverse Merger. In April of 1999 Shur De Cor, a public shell company,
merged with Interactive New Jersey. Shur De Cor, the Nevada corporation, was
the surviving entity following the merger. As a result of the merger Shur De
Cor changed its name to Interactive Marketing Technology, Inc. and acquired
the business operations, products and assets of Interactive New Jersey. For
accounting purposes, Interactive New Jersey acquired Shur De Cor.
IMT's Plumber, Inc. In February 1999 IMT's Plumber, Inc., our wholly
owned subsidiary, became a member of The Plumber's Secret L.L.C. The
Plumber's Secret L.L.C. was formed to market our product, the Plumbers Secret.
The other member was B.V.T.V., Inc., which employs Bob Vila, for advertising
and promoting the product in an infomercial. For the fiscal years 2001 and
2000, the Plumber's Secret L.L.C. incurred losses from operations totaling
$161,474 and $423,325, respectively. The operating agreement provides that
$100,000 will be paid to B.V.T.V. for its services; however, the $100,000 fee
has been applied towards the required initial contribution as such services
were performed. Since under the operating agreement B.V.T.V is not obligated
to make good for losses in excess of the $100,000, its interest is not
recorded in our consolidated balance sheet or in the consolidated statements
of operations for fiscal year 2001. Due to the discontinuance of the Plumbers
Secret product line we have classified all remaining assets and liabilities in
net liabilities from discontinued operations in our consolidated financial
statements.
Results of Operations
Our fiscal year ends February 28 (or February 29) and the following
discussions are based on the consolidated financial statements of Interactive
Marketing and its wholly owned subsidiary IMT's Plumber, Inc., reflecting its
50.01% members' interest in the Plumbers Secret, L.L.C. The following table
summarizes our operations for the first fiscal quarter ended May 31, 2001 and
2000. The May 31, 2000 has been restated to reflect adjustments for the
discontinued operations.
10
Three Months Ended
May 31, 2001 May 31, 2000
------------- -------------
RESTATED
Net sales $ 52,231 $ 683
Costs of sales 50,000 8,659
------------- -------------
Gross profit (loss) 2,231 (7,976)
Operating expenses
Payroll and related expenses 68,500 48,610
Depreciation and amortization 12,508 7,731
Selling, general and administrative 198,845 155,461
------------- -------------
Total operating expenses 279,853 211,802
------------- -------------
Loss from operations (277,622) 219,778)
------------- -------------
Loss from continuing operations (280,505) (220,578)
Income (loss) from discontinued operations (87,727) 388,299
------------- -------------
Net loss $ (368,232) $ 167,721
============= =============
We recognize revenues when our product is shipped to the customer. Net
sales from continuing operations increased $51,548 in the 2002 first quarter
compared to the 2001 first quarter. The revenues were primarily a result of
the sale of our product inventory to Thane International. Cost of sales from
continuing operations, which include the cost of the product and shipping of
the product, increased $41,341 in the 2002 first quarter primarily due to the
purchase of product, such as the Wonder Wrench units. As a result of
increased sales, we posted a gross profit from continuing operations of $2,231
for the 2002 first quarter compared to a gross loss from continuing operations
of $7,976 for the 2001 first quarter.
Total operating expenses increased $68,051 in 2002 compared to the 2001
first quarter. Selling, general and administrative expenses represented 66.4%
of the total operating expenses for the 2002 first quarter compared to 73.4%
of total operating expenses in the 2001 first quarter. These expenses
increased in the first quarter of 2002 due to consulting expenses and
royalties and commissions related to our products. Payroll and related
expenses increased $19,800 in the 2002 first quarter compared to the 2001
first quarter. Depreciation and amortization expenses from continuing
operations related to property and equipment, intangible assets and
capitalized production costs increased $17,720 in the 2002 first quarter
compared to the 2001 fiscal year.
Increased costs of sales and operating expenses in the 2002 first
quarter resulted in an operating loss from continuing operations of $277,622.
As previously mentioned, we recorded a $87,727 loss from discontinued
operations in the 2002 first quarter compared to a $388,299 income from
discontinued operations in the 2001 first quarter. Accordingly, we recorded a
net loss of $368,232 for the 2002 first quarter compared to a net profit
$167,721 for the 2001 first quarter.
Seasonal Trends
Our market is not seasonal because our products are marketed with a
direct response television media blitz, which is not related to seasonal
variables.
11
Factors Affecting Future Performance
Management believes the following factors may adversely affect our
business, financial condition, operating results or cash flows.
. We need additional financing in order to carry out our business
plan and management cannot assure that we will be successful in
obtaining such financing.
. Sales from our products are unproven and some of our products
are yet to be tested in the retail environment.
. We must obtain new products and customers at reasonable costs,
retain customers and encourage repeat purchases.
. We need to develop our customer base through multiple marketing
channels, which include the following:
(i) Development of an aggressive marketing campaign using a
combination of online and traditional marketing:
(ii) Entering into linking arrangements with other web
sites; and
(iii) Using direct marketing techniques to target new and
existing customers with personalized communications
Liquidity and Capital Resources
As of May 31, 2001, we had a cash balance of $2,409 with total current
assets of $62,058 and total current liabilities of $1,661,489, compared to the
year ended February 28, 2001 cash balance of $16,007 with total current assets
of $177,717 and total current liabilities of $1,473,193. For the first
quarter ended May 31, 2001, $1,202,133 of our total current liabilities was
allocated to net liabilities from discontinued operations related to the
discontinuance of the Plumbers Secret product line. For the quarter ended May
31, 2001, we recorded an accumulated deficit of $3,521,123 compared to an
accumulated deficit of $3,152,891 for the 2001 fiscal year.
We have no plans to purchase significant equipment or make other capital
expenditures within the next twelve months. We have monthly lease commitments
for our office space of approximately $5,400, with future minimum annual lease
payments of $250,000 through 2005. According to the terms of our marketing
agreements with various product owners we are obligated to share profits
and/or pay royalties on any products we sell. Management is evaluating our
obligations under our agreement for the Plumbers Secret and is continuing to
negotiate a settlement of outstanding royalty obligations of $540,000 related
to that product. The Wonder Wrench agreement requires us to purchase 300,000
units at a cost of $5.00 per unit during the first year of marketing and as of
May 31, 2001, we had purchased 25,000 units. Pursuant to our marketing
agreement with Thane International, Thane has agreed to pay any royalties owed
to the owners under previous agreements with Interactive Marketing directly to
the product owners. In addition, Thane agreed to pay us 50% of adjusted
revenues each month from the sale, if any, of the products.
For the 2002 first quarter net cash used for operations was $8,598
compared to $265,414 net cash used for operations in the 2001 first quarter.
We did not record any net cash used in investing activities for the first
quarter of 2002, but we recorded $58,960 net cash used for the purchase of
property and equipment during the 2001 first quarter.
Net cash used in financing activities for the 2002 first quarter was
$5,000 compared to $93,000 net cash provided by financing activities for the
2001 first quarter. The primary source of financing during the 2001 first
quarter was a total of $176,000 in loans from two officers which we received
in May of 2000. Mr. Haehn loaned us $100,000 and Mr. Lang loaned us $76,000.
Also, in the first quarter of 2000 we conducted a private offering for
$600,000 in which we sold units comprised of convertible notes payable and
warrants to purchase common shares. The notes payable accrued interest at 12%
and were convertible at any time at $1.25 per share. Warrants to purchase
360,000 common shares at an exercise price of $1.25 per share, expiring
through April 2005, were sold. We realized net proceeds of $517,000, but were
required to repay the notes payable shortly thereafter.
12
Management intends to fund operations through additional debt and
equity financing. Management contemplates that such capital may be provided
by private placements of our common stock or debt financing from related
parties. We intend to complete any private placements, if any, pursuant to
exemptions provided by federal and state securities laws. The purchasers and
manner of issuance will be determined according to our financial needs and the
available exemptions. We do not currently intend to make a public offering of
our stock. We also note that if we issue more shares of our common stock our
shareholders may experience dilution in the value of their common stock.
Management is investigating the availability, source and terms for
external debt financing. At this time we have not entered into any agreement
with any third parties regarding such financing. We cannot assure that funds
will be available from any source, or, if available, that we will be able to
obtain the funds on terms agreeable to us. Also, the acquisition of funding
through the issuance of debt could result in a substantial portion of our cash
flows from operations being dedicated to the payment of principal and interest
on the indebtedness, and could render us more vulnerable to competitive and
economic downturns.
Going Concern
Our independent auditors, Corbin & Wertz, C.P.A's, have stated in their
report for the year ended February 28, 2001, that we had a negative working
capital of $1,295,476 and an accumulated deficit of $3,152,891 and a history
of losses from operations. These factors, among others, raise substantial
doubt about our ability to continue as a going concern.
PART II. OTHER INFORMATION
________________________________________
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Part II: Exhibits.
Exhibit # Description
2.1 Agreement and Plan of Merger between Interactive Marketing and
Shur De Cor, Inc., dated March 24, 1999. (Incorporated by
reference to Exhibit 8.1 to Interactive Marketing's Form 10-SB, as
amended, filed January 19, 2000)
3.1 Articles of Incorporation of Shur De Cor, Inc., dated August 14,
1987 (Incorporated by reference to Exhibit 2.1 to Interactive
Marketing's Form 10-SB, as amended, filed January 19, 2000)
3.2 Articles of Merger filed April 7, 1999 (Incorporated by reference
to Exhibit 2.2 to Interactive Marketing's Form 10-SB, as amended,
filed January 19, 2000)
3.3 Bylaws of Interactive Marketing (Incorporated by reference to
Exhibit 2.3 to Interactive Marketing's Form 10-SB, as amended,
filed January 19, 2000)
10.1 Lease Agreement between E.P. Investments and Interactive
Marketing, dated May 10, 1999 (Incorporated by reference to
Exhibit 6.1 to Interactive Marketing's Form 10-SB, as amended,
filed January 19, 2000)
10.2 Amended Operating Agreement of The Plumbers Secret LLC, as
amended, dated March 16, 1999 (Incorporated by reference to
Exhibit 6.3 to Interactive Marketing's Form 10-SB, as amended,
filed January 19, 2000)
13
10.3 Form of promissory note between officers and Interactive Marketing
(Incorporated by reference to Exhibit 8.2 to Interactive
Marketing's Form 10-SB, as amended, filed January 19, 2000)
10.4 Exclusive Manufacturing & Marketing Agreement between Interactive
Marketing and Thane International, Inc., dated January 16, 2001.
(Incorporated by reference to Exhibit 10.1 to Form 10-QSB, filed
January 22, 2001)
(b) Reports on Form 8-K.
On February 7, 2001 we filed a Current Report on Form 8-K under Item 4
regarding the resignation of our independent auditors, Moore Stephens, P.C.
On April 24, 2001 we filed a Current Report on Form 8-K under Item 4
regarding the engagement of Corbin & Wertz, C.P.A.'s as our independent
auditors.
14
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERACTIVE MARKETING TECHNOLOGY, INC.
Date: 7/22/01 By /s/ Sandy Lang
_______________________________________________________
Sandy A. Lang, President, CEO and Chairman of the Board
/s/ Martin Goldrod
Date: 7/22/01 By ____________________________________________________
Martin Goldrod, Secretary and Director
15