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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2000
Commission file number 1-12850
Xdogs.com, Inc.
Formerly known as The Sled Dogs Company
(Exact name of small business issuer as specified in its charter)
527 MARQUETTE AVE. SOUTH, SUITE 2100
MINNEAPOLIS, MINNESOTA 55402
(Address of principal executive offices)
Incorporated under the laws of 84-1168832
the State of Nevada ----------------------------
I.R.S. Identification Number
(612) 359-9020
(Small business issuer's telephone number including area code)
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Indicate by check mark whether the issuer (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 issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 9,940,037 shares of Common
Stock, $.01 par value per share, outstanding as of June 30, 2000.
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Xdogs.com, Inc.
FORM 10-QSB QUARTERLY REPORT FOR THE QUARTER ENDED
June 30, 2000
TABLE OF CONTENTS
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - June 30, 2000 and March 31, 2000
Condensed Consolidated Statements of Operations for the Three Months
ended June 30, 2000 and 1999
Condensed Consolidated Statements of Cash Flows for the Three Months
ended June 30, 2000 and 1999
Notes to Condensed Consolidated Financial Statements - June 30, 2000
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II - Other Information
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Xdogs.com, Inc.
(fka The Sled Dogs Company)
Balance Sheet
- --------------------------------------------------------------------------------
Unaudited
June March
30, 2000 31, 2000
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ASSETS
Current Assets:
Cash and cash equivalents $ 158,016 $ 282,795
Accounts Receivable 74,701 0
Inventory 205,811 0
Prepaid Expenses and other assets 12,745 42,537
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Total Current Assets 451,273 325,332
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Property and equipment 117,205 104,899
Less Accumulated Depreciation (11,830) (5,993)
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Net Property and Equipment 105,375 98,906
Other Assets
Intangibles, net of $36,692 and $12,231 in amortization 159,001 183,462
Total Other Assets 159,001 183,462
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TOTAL ASSETS $ 715,649 $ 607,700
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 693,068 $ 522,375
Notes payable, shareholders 590,000 300,000
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Total current liabilities 1,283,068 822,375
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SHAREHOLDERS' EQUITY:
Convertible preferred stock, Series A, par value $.10 per share;
Authorized 1,000,000 Shares; Issued
and outstanding -0- 0 0
Common Stock, $.01 Par Value;
Authorized 20,000,000 Shares; Issued
and outstanding 9,940,037 shares at June 30, 2000
and 9,685,104 shares at March 31, 2000 99,403 96,851
Additional paid-in capital 7,771,934 7,329,290
Common Stock Paid for but not Issued 0 187,725
Accumulated deficit (8,438,756) (7,828,541)
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TOTAL SHAREHOLDERS' EQUITY (567,419) (214,675)
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 715,649 $ 607,700
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See Accompanying Notes To These Unaudited Financial Statements.
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Xdogs.com, Inc.
(fka The Sled Dogs Company)
Unaudited Statement Of Operations
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3 Months 3 Months
Ended Ended
June June
30, 2000 30, 1999
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Revenue: $ 96,511 $ 0
Cost of goods sold 106,162 0
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Gross profit (9,651) 0
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Costs and expenses:
General and administrative 604,771 208,894
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Total costs and expenses 604,771 208,894
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(Loss) from operations (614,422) (208,894)
Other income (expense):
Interest expense 0 0
Interest income 4,208 1,292
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Total other income (expense) 4,208 1,292
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Net (Loss) $ (610,214) $ (207,602)
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Basic and diluted earnings (loss) per common share:
Net (Loss) $ (0.06) $ (0.02)
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Weighted Average Common Shares Outstanding 9,813,077 8,755,104
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See Accompanying Notes To These Unaudited Financial Statements.
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Xdogs.com, Inc.
(fka The Sled Dogs Company)
Unaudited Statement Of Cash Flow
- --------------------------------------------------------------------------------
3 Months 3 Months
Ended Ended
June June
30, 2000 30, 1999
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Cash Flows From Operating Activities:
Net Income (loss) $(610,214) $(207,602)
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Adjustments to reconcile net loss to net cash used in
operating activities:
Stock issued for services 109,786 0
Extraordinary item
Depreciation and amortization 30,298 225
Decrease in prepaid expenses and other assets 29,792 (4,000)
(Increase) in accounts receivable (74,701) 0
(Increase) in inventory (205,811) 0
Increase In accounts payable 170,693 (14,336)
Increase in other accrued expenses 0 66
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Net Cash Flows From (Used In)Operations (550,157) (225,647)
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Cash Flows From Investing Activities:
Purchase of property and equipment (12,305) (4,276)
Acquisition of patents and trademarks 0 0
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Net Cash Flows (Used In) Investing Activities: (12,305) (4,276)
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Cash Flows From Financing Activities:
Advances from officer/shareholder 290,000 0
Net proceeds from sale of common stock 147,683 417,719
Net Cash Flows Provided By (Used In) Financing Activities 437,683 417,719
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Net Increase (Decrease) In Cash and cash equivalents (124,779) 187,796
Cash and cash equivalents at beginning of period 282,795 86,919
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Cash and cash equivalents at end of period $ 158,016 $ 274,715
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Supplementary Disclosure Of Cash Flow Information:
Interest Paid $ 0 $ 0
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See Accompanying Notes To These Unaudited Financial Statements.
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Xdogs.Com, Inc.
Notes To Unaudited Financial Statements
For The Three Month Period Ended June 30, 1999
Note 1 - Unaudited Financial Information
The unaudited financial information included for the three month interim period
ended June 30, 2000 were taken from the books and records without audit.
However, such information reflects all adjustments (consisting only of normal
recurring adjustments, which are of the opinion of management, necessary to
reflect properly the results of interim period presented). The results of
operations for the three month period ended June 30, 2000 are not necessarily
indicative of the results expected for the fiscal year ended March 31, 2001.
Note 2 - Financial Statements
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of footnotes, reference is made to the Company's Report on Form
10K-SB for the year ended March 31, 2000 as filed with the Securities and
Exchange Commission and the audited financial statements included therein
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
References in this document to "us," "we," or "the Company" refer to Xdogs.com,
Inc., its predecessor, and its subsidiary.
The following information should be read in conjunction with the consolidated
condensed financial statements and the notes thereto included in Item 1 of this
Quarterly Report, and the financial statements and the notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained our Company's Annual Report on Form 10-KSB for the year
ended March 31, 2000.
RESULTS OF OPERATIONS
On November 5, 1997 we filed for protection under Chapter 11 of the
United States Bankruptcy Code. We changed our fiscal year end to March 31,
effective March 31, 1997. We emerged from Bankruptcy as of June 30, 1999.
As of June 30, 2000, we had current assets of $451,273 and total assets
of $715,649. This compares with current assets of $325,332 and total assets of
$607,700 as of March 31, 2000. We had no outstanding liabilities subject to
compromise as of June 30, 2000 or March 31, 2000.
For the three months ended June 30, 2000, we had $96,511 in revenues
and $106,162 in cost of goods sold. We had a total net loss of $728,671, which
was a net loss of $0.07 per share. This compares with no revenues or cost of
goods sold for the three months ended June 30, 1999 and a total net loss of
$207,602, or a net loss of $0.02 per share.
Our plan for the fiscal year ended March 31, 2001 is to develop into a
wholesale distributor and Internet retailer of outdoor sports and lifestyle
apparel. We intend to provide the North American market access to a unique
portfolio of products not currently available. Our distribution relationships
are with European manufacturers of best-in-class outdoor sports and lifestyle
clothing and equipment that are new to the North American market but have
dominant market share in their respective markets. Offering exclusive and unique
product lines differentiates us from our competitors and is a key to developing
our competitive advantage. We plan to build our brand through traditional
wholesale distribution as well as direct on-line sales to consumers. While we
anticipate eventually generating substantial revenues during the fiscal year
ended March 31, 2001, we do not expect to be profitable during this period. We
hope to see profitability in the next fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents were $158,016 on June 30, 2000, compared
to $274,715 on June 30, 1999.
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During the fiscal quarter ended June 30, 2000, our investing activities
used $12,305, compared to $4,276 for the fiscal quarter ended June 30, 1999.
Financing activities generated $437,683 from advances by an officer and
a shareholder and from the sale of common stock for the fiscal quarter ended
June 30, 2000, as compared generating $417,719 in the same period in 1999.
As of June 30, 2000, our financial position has improved from previous
quarters. However, our current cash and cash equivalents are not sufficient to
completely meet our business plan objectives . We plan to raise additional
capital through a private placement, by leveraging our assets and utilizing
internally generated profits.
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS FORM 10-QSB ARE MADE PURSUANT TO
THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. CERTAIN
IMPORTANT FACTORS COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED BY SOME STATEMENTS MADE IN THIS FORM 10-QSB. AMONG THE FACTORS THAT
COULD CAUSE RESULTS TO DIFFER MATERIALLY ARE THE FOLLOWING: LACK OF AVAILABILITY
OF FINANCING; INABILITY TO CONTROL COSTS OR EXPENSES; MANUFACTURING AND
DISTRIBUTION PROBLEMS; AND LACK OF MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS.
PART II - OTHER INFORMATION
ITEM 1.- LEGAL PROCEEDINGS
We are involved in two litigation matters, neither of which, in the opinion of
our management, has any merit. The first matter is Henry Furst v. Xdogs.com,
which is a breach of contract case brought in U.S. District Court for the
District of Minnesota by Mr. Furst. He is seeking approximately $144,000 in
damages. He has also brought an action for Summary Judgement, which is pending.
The second matter is Millennium Holdings Group, Inc. and G. David Gordon v.
Xdogs.com, Inc. and Kent Rodriguez, which is a case for breach of contract,
slander and lost opportunity damages. The specific amount of damages requested
are not clear. This case was brought in the State Court of Palm Beach County,
Florida. We have brought a motion to dismiss Millennium Holdings Group, Inc.,
which is pending. We plan to vigorously defend both matters.
Otherwise as of March 31, 2000, neither we, nor any of our officers or
directors, in their capacities as such were the subject of any material, pending
or threatened legal proceeding, and Management is not aware of any contemplated
action against us or such officers or directors.
ITEM 3.- DEFAULTS ON SENIOR SECURITIES. None
ITEM 4.- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None
ITEM 5.- OTHER INFORMATION. None.
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ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit No. 27.1- Financial Data Schedule
No reports on Form 8-K
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SIGNATURE
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 hereunto duly authorized.
Xdogs.com, Inc.
Dated: August 17, 2000
/s/ Kent Rodriguez
----------------------------------------------------
Kent Rodriguez, Chairman and Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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27.1 Financial Data Schedule