U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Dita, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 0-27057 33-0696051 - -------------- ---------------------- ------------ (state of Commission File Number IRS Employer incorporation) I.D. Number) 2214 Beverly Boulevard Los Angeles, CA 90057 213-368-3968 ------------------------------------------------------- (Address and telephone number of registrant's principal executive offices and principal place of business) As of November 30, 2000, there were 3,140,000 shares of the Registrant's Common Stock, par value $0.01 per share, outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] PART I - FINANCIAL INFORMATION Item 1. Financial Statements Dita Inc. Balance Sheet November 30, 2000 Unaudited ASSETS Current Assets Cash $ 15,770 Accounts Receivable 108,092 Inventory 172,427 --------- Total Current Assets $ 296,289 Property and Equipment, net of accumulated depreciation and amortization 59,148 Other Assets 3,946 -------- Total Assets $ 359,383 ======== Liabilities and Stockholders' Equity Current Liabilities Accounts Payable and accrued expenses $ 246,171 Officers Loan Payable 19,064 Business Line 35,674 Capital Lease Payable 9,597 Loan Payable 16,747 --------- Total Current Liabilities $ 327,253 --------- Stockholders' Equity Common Stock; $.01 par value, 10,000,000 shares authorized, 3,140,000 shares issued and outstanding 31,400 Additional paid In Capital 613,338 Accumulated deficit (612,608) -------- Total Stockholders' Equity 32,130 --------- Total Liabilities and Stockholders' Equity $ 359,383 ========= 3 Dita Inc. Balance Sheet November 30, 2000 Unaudited ASSETS Current Assets Cash Checking $ 12,679 Checking-Marketing Account 389 Secured Savings 2,702 Accounts Receivable 135,391 Allowance for Doubtful Account (27,299) Inventory 172,427 --------- Total Current Assets $ 296,289 --------- Fixed Assets Computer Equipment 26,208 Display Cases 73,854 Furnitures and fixtures 9,670 Shop and Warehouse Equipment 10,836 Leasehold Improvements 5,711 (Less) Accumulated Depreciation (67,131) -------- Total Fixed Assets 59,148 --------- Other Assets Deposits 3,610 Organizational Costs 3,790 (Less) Accumulated Amortization (3,454) -------- Total Other Assets 3,946 -------- Total Assets $ 359,383 ======== Liabilities and Stockholders' Equity Current Liabilities Accounts Payable $ 237,416 Accrued Expenses 8,162 Officers Loan Payable 19,064 Credit Card 1,393 Business Line 35,674 State Income Tax Payable (800) Capital Lease Payable 9,597 Loan Payable 16,747 --------- Total Current Liabilities $ 327,253 --------- Stockholders' Equity Common Stock 31,400 Paid In Capital 613,338 Retained Earnings (698,784) Retained Earnings - Current Year 86,176 -------- Total Stockholders' Equity 32,130 --------- Total Liabilities and Stockholders' Equity $ 359,383 ========= 4 Dita Inc. Condensed Statement of Operations Unaudited Nine months ended Three months ended November 30 November 30 ----------------------- ----------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Net Sales $ 865,763 $ 730,719 $ 188,143 $ 199,260 Cost of Sales 338,603 318,599 76,346 66,545 ---------- ---------- ---------- ---------- Gross Profit 527,160 412,120 111,797 132,715 Operating Expenses 440,984 489,210 127,051 126,273 ---------- ---------- ---------- ---------- Net Income $ 86,176 $ (77,090) $ (15,255) $ 6,443 ========== ========== ========== ========== Net Income per share basic ad diluted $ 0.03 $ (0.02) $ (0.00) $ 0.00 ========== ========== ========== ========== Weighted average common shares outstanding - basic and diluted 3,140,000 3,140,000 3,140,000 3,140,000 ========== ========== ========== ========== See notes to unaudited financial statements 5 DITA, INC. STATEMENT OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Nine months ended November 30 2000 1999 (Unaudited) (Unaudited) ----------- ----------- Cash flows provided by (used for) operating activities: Net Income (loss) $ 86,176 $ (77,090) ---------- ----------- Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Depreciation and amortization 15,000 Provision for doubtful accounts (63) - Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable (47,745) (17,528) Inventory (10,429) (77,148) Deposits (550) - Prepaid expenses 1,698 19,000 Increase (decrease) in liabilities - Accounts payable and accrued expenses (37,107) 72,057 ---------- ----------- Total adjustments (79,196) (3,619) ---------- ----------- Net cash used for operating activities 6,980 (80,709) ---------- ----------- Cash flows used for investing activities: Acquisition of property and equipment (2,105) - Increase in other assets (3,711) - ---------- ----------- Net cash used for investing activities (5,816) - ---------- ----------- Cash flows provided by (used for) financing activities: (Payments on) advances from officer-stockholders (4,409) (11,488) (Payments on) proceeds from note payable - (19,000) Proceeds from other current liabilities 10,054 5,991 (Payments on) obligations under capital lease (8,272) (987) ---------- ----------- Net cash provided by financing activities (2,627) (25,484) ---------- ----------- Net increase (decrease) in cash (1,463) (106,193) Cash, beginning of period 17,233 121,516 ---------- ----------- Cash, end of period $ 15,770 $ 15,323 ========== =========== 6 DITA, INC. NOTES TO FINANCIAL STATEMENTS NINE AND THREEE MONTHS ENDED NOVEMBER 30, 2000 (1) Summary of Significant Accounting Policies: The condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended February 28, 2000. The Company follows the same accounting policies in preparation of interim reports. Business Activity: The Company is a wholesaler of unique, alternative and fashionable women's sunglasses and sells to retailers throughout the United States, Japan and Europe. 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 and 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 those estimates. Fair Value: Unless otherwise indicated, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts. (2) Advances from Officer-Stockholders: This amount represents the unpaid balance of non-interest bearing short-term advances received from officer-stockholders. Such advances are unsecured and payable on demand. (3) Business line: The Company has a line of credit with its bank in the amount of $45,000 and is unsecured. As November 30, 2000, the line of credit had a remaining balance in the amount of $35,674. 7 DITA, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) NINE MONTHS AND THREE MONTHS ENDED NOVEMBER 30, 2000 (7) Loan Payable: Loan payable is non-interest bearing and is due upon the sale of the corporation. (8) Related Party Transactions: The Company's principal supplier of sunglasses is also a shareholder and a member of the Board of Directors. Total product purchased from this supplier for period ended November 30, 2000 was $111,139. Accounts payable and accrued expenses at November 30, 2000 of $192,435 were payable to this supplier. The Company also pays interest on outstanding accounts payable balances at a rate of 1.25% per month to this related party. (11) Subsequent Event: In the August 31, 2000 10Q-SB the company reported that it was in negotiations to sell its Company to a 3rd party. As a result of the volatility of the stock market as a whole at that time the negotiations were terminated. The company will continue to look for a new candidate for the sale of the shell. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Item 1. Financial Statements." Financial condition, changes in financial condition and results of ------------------------------------------------------------------------ operations - Third Quarter of Fiscal Year 2001 Compared to Third Quarter of - -------------------------------------------------------------------------------- Fiscal Year 2000 - ---------------- Dita's sales decreased by $11,117 from $199,260 in the three-month period ended November 30, 1999 (Q3:2000) to $188,143 in the three-month period ended November 30, 2000 (Q3:2001), a 5.58 percent decrease. There were, however, significant changes in the origin of these sales, as follows: Q3:2000 Q3:2001 ------------------- -------------------- Per- Per- Origin of Sales Amount cent Amount cent --------------- -------- ----- -------- ----- Optical $ 57,717 29.0 $ 65,725 28.6 Boutique 66,469 33.4 59,300 27.0 Department store 12,198 6.1 29,228 15.5 International 70,203 35.2 44,451 23.6 Freight income 2,115 1.1 2,320 1.0 Miscellaneous 0 0.0 3,353 1.0 Returns & exchanges (9,435) (4.7) (16,236) (4.9) Discounts (17) 0.0 (8) .0 Interest income 11 0.0 10 .0 -------- ----- -------- ----- Totals $199,260 100.0 $188,143 100.0 Of particular note are the above increases in department store sales resulting mainly for the increase is sales from one of the company's key accounts, Nordstrom. The cost of sales increased from 33.4 percent of sales in Q3:2000 to 40.06 percent of sales in Q3:2001. Operating expenses increased insignificantly, from $126,272 - or 63.4 percent of sales - in Q3:2000 to $127,051 - or 67.5 percent of sales - in Q3:2001. Some items of expense deserve mention: o An increase in sales commissions occurred from $16,457, or 8.3 percent of sales in Q3:2000, to $22,355, or 11.9 percent of sales in Q3:2001. The increase is attributable to the change in the make up of the sales figures in each respective quarter. The company does not pay sales commissions on international sales, which were $70,202 or 35.2% of sales in Q3:2000 decreasing to 44,451 or 23.6 percent of sales in Q3:2001. As a result, commissionable sales (Optical, Boutique and Department store) accounted for approximately 64.80% of the total sales in Q3:2000, which increased to 76.40% of total sales in Q3:2001. o An increase in rent from $8,005, or 4.0 percent of sales in Q3:2000, to $10,180 or 5.4 percent of sales in Q3:2001. The company moved its corporate offices, resulting in an increase in monthly rental costs of approximately $600 per month. o An increase in general liability insurance from $889, or .4 percent of sales in Q3:2000, to $2,138 or 1.1 percent of sales in Q3:2001. The Company increased its coverages as a result of the requirements of the new office space as well as per direction from the Company's Auditors Stonefield and Josephson. o A decrease in accounting fees from $9,015, or 4.5 percent of sales in Q3:2000, to $4,365 or 2.3 percent of sales in Q3:2001. The invoice was paid later in FY 2000 than in FY 2001. 9 Dita had $15,254 net loss from operations in Q3:2001, compared to a net income of $6,443 in Q3:2000. The net loss occurred as a direct result of a decrease in sales resulting from the company not receiving a production order on time. Dita had approximately $30,000 in pre-booked orders that did not ship in the last month of the Q3:2001, because the product had not been received. Our accounts receivable (net of allowance for doubtful accounts) increased by $47,808 from $60,283 at the end of fiscal year 2000 to $108,191 at the end of Q3:2001, and our accounts payable and accrued expenses decreased by $46,369 from $283,783 at the end of FY 2000 to $237,414 at the end of Q3:2001. Inventory decreased from $161,998 at the end of FY 2000 to $172,427 at the end of Q3:2001. Stockholders' equity increased from a deficit of $54,045 at the end of FY 2000 to positive equity of $32,130 at the end of Q3:2001. Financial condition, changes in financial condition and results of ------------------------------------------------------------------------ operations - 9 months ended November 30, 2000 Compared to 9 months ended - -------------------------------------------------------------------------------- November 30, 1999. - ------------------ Sales during the first 9 months of the 2001 FY increased by $135,045 (15.66 percent) over sales during the 9 months of FY 2000 - $865,763 compared to the earlier $730,178. 1st 9 mo:FY2000 1st 9 mo:FY2001 ------------------- -------------------- Per- Per- Origin of Sales Amount cent Amount cent --------------- -------- ----- -------- ----- Optical $216,390 29.0 $247,853 28.6 Boutique 222,992 30.5 234,164 27.0 Department store 47,278 6.1 103,748 12.0 International 294,912 35.2 305,680 35.2 Freight income 7,967 1.1 8,718 1.0 Miscellaneous 280 0.0 8,353 1.0 Returns & exchanges (59,785) 8.2 (42,780) 4.9 Discounts (2) 0.0 (6) 0.0 Interest income 687 0.1 33 .0 -------- ----- -------- ----- Totals $730,718 100.0 $865,763 100.0 Sales were up in all categories. We are experiencing the benefit, we believe, in a change in our marketing strategy. Dita was having difficulty penetrating the high-end market, where prices are higher, and gross margins are higher, than in the lower-end mass market. This difficulty was attributable to high-end retailers' awareness of the presence of Dita's trade name in the mass market. We deliberately eliminated many of our mass-market accounts after the second half of FY 2000 in order to gain the high-end business. Our gross margin increased from 56.4 percent ($412,119) of sales in the 9 months of FY 2000 to 60.9 percent ($527,160) of sales in the 9 months of FY 2001. Operating expenses decreased by $48,226 from $489,210 - or 66.9 percent of sales - in the 9 months of FY 2000 to $440,983 - or 50.9 percent of sales - in the 9 months of FY 2001. The decrease is due primarily to - o a decrease in advertising expense from $87,142, or 11.9 percent of sales in the 9 months of FY 2000, to $1,135, or 0.1 percent of sales in the 9 months of FY 2001; This decrease is a direct result of management's decision to hold off on a 2001 ad campaign in order to help overall profitability and cash flow. This task was accomplished without sacrificing increases in sales. o a decrease in graphics and layout expense from $12,344, or 1.7 percent of sales in the 9 months of FY 2000, to $4,068, or .5 percent of sales in the 9 months of FY 2001. Decreasing costs resulted from the postponement of a 2001 ad campaign. 10 o a decrease in legal fees from $23,494, or 3.2 percent of sales in the 9 months of FY 2000, to $1,797, or .2 percent of sales in the 9 months of FY 2001. The decrease is a direct result of legal fees related to the proposed public shell sale that occurred in the 2000 FY that did not occur in 2001 FY. The above decreases were offset, however, by several increases in operating expenses, primarily the following: o an increase in sales commissions expense from $59,930, or 8.23 percent of sales in the 9 months of FY 2000, to $72,222, or 8.3 percent of sales in the 9 months of FY 2001. The increase is a direct result of the increase in sales. o an increase in automobile expense from $14,331 in the 9 months of FY 2000 to $22,141, or 2.6 percent of sales in the 9 months of FY 2001. The increase is a result of the fact that the company did not begin reimbursing automobile expenses of the President, Director of Operations and Marketing Director until the 2nd half of 2000 FY. o an increase in rental expense from $21,235, or 2.9 percent of sales in the 9 months of FY 2000, to $28,109, or 3.2 percent of sales in the 9 months of FY 2001; o an increase in repairs and maintenance expense from $20, or .0 percent of sales in the 9 months of FY 2000, to $7,227, or .8 percent of sales in the 9 months of FY 2001. This increase resulted from improvements made in the company's new corporate offices. o an increase in insurance general liability expense from $1,015 in the 9 months of FY 2000, to $2,149, in the 9 months of FY 2001. The company increased its coverages as a result of the requirements of the new office space as well as per direction from the companies Auditors Stonefield and Josephson. o an increase in office expense from $11,795, or 1.6 percent of sales in the 9 months of FY 2000, to $16,101, or 1.9 percent of sales in the 9 months of FY 2001. The increase is a direct result of additional office supplies necessary to set up new corporate offices. o an increase in research and development expense from $1,016 in the 9 months of FY 2000, to $8,792, or percent of sales in the 9 months of FY 2001. The increase is a result of two factors. The company's research into the possibility of developing a belt line, and the company used a rapid laser prototyping system to develop a new frame for FY 2001 that was not used in FY 2000. o an increase in depreciation expense from $0.00 or 0.0 percent of sales in the 9 months of FY 2000, to $15,000 in the 9 months of FY 2001. This increase is a result of a chance in accounting policies necessitated by new SEC rulings. In FY 2000 the company only booked depreciation at the end of the year. Due to the new quarterly reporting requirements, depreciation is now being booked quarterly. o an increase in finance charges and interest expense from $19,304, or 2.64 percent of sales in the 9 months of FY 2000, to $25,973, or 3.0 percent of sales in the 9 months of FY 2001. This increase is a result of the increase in sales and the company's increased reliance on external sources of credit. 11 o an increase in workers compensation insurance expense from $(24.13), or 0.0 percent of sales in the 9 months of FY 2000, to $2,943.92 in the 9 months of FY 2001. The increase is a result of the invoice being paid earlier in FY 2001 than FY 2000. o an increase in health insurance from $6,295, or .9 percent of sales in the 9 months of FY 2000, to $8,380 in the 9 months of FY 2001. The increase resulted from the addition of two new employees to the corporate insurance plan as well as an increase in premiums on two previously covered employees resulting from increases in age. Dita realized net income from operations of $86,176, or 10 percent of sales, in the 9 months of 2001 as contrasted with a net loss from operations of $77,090 in the 9 months of FY 2000. Liquidity and Outlook. --------------------- The improvement from a loss of $77,090 to a profit of $86,176 is encouraging but not without problems. Our accounts payable and accrued expenses exceed our accounts receivable (net of allowances for doubtful accounts) by $136,223. Our profits so far this fiscal year are a result of a decrease in advertising expense from $86,007 from FY 2000 to FY 2001. This is a savings in expenses that could have repercussions ahead. At the moment, though, we are liquid and believe we will be able to realize this nine-month profit at year end. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 Financial Data Schedule (b) Forms 8-K None 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. Date: January 9, 2001 Dita, Inc. By/s/ Troy Schmidt ---------------------------------- Troy Schmidt, President and Chief Financial Officer 12