UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 September 30, 2000 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to ------------------- -------------------- Commission File Number 0-31197 ---------------------- Airbomb.com Inc. ------------------------------------------------------------------------ (Exact name of small Business Issuer as specified in its charter) Delaware 51 - 0401121 - --------------------------------- ---------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Suite 505 - 1155 Robson Street Vancouver, British Columbia, Canada V6E 1B5 - ----------------------------------- ---------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 604-689-1659 --------------------------------- ------------------------------------------------------------------------ (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 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 [X] Yes [ ] No State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 11,143,462 Shares of $.001 par value Class A Common Stock outstanding as of September 30, 2000. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders" equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended September 30, 2000 are not necessarily indicative of the results that can be expected for the year ending March 31, 2001. AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) (Stated in U.S. Dollars) AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) CONSOLIDATED BALANCE SHEET (Unaudited) (Stated in U.S. Dollars) - -------------------------------------------------------------------------------- SEPTEMBER 30 MARCH 31 2000 2000 - -------------------------------------------------------------------------------- ASSETS Current Cash $ 55,902 $ 267,050 Accounts receivable 42,880 32,154 Inventory 143,303 141,106 Prepaid expenses and deposits 31,645 11,566 -------------------------- 273,730 451,876 Capital Assets (Note 3) 96,565 93,745 -------------------------- $ 370,295 $ 545,621 ================================================================================ LIABILITIES Current Accounts payable and accrued liabilities $ 91,353 $ 103,247 Current portion of loans and advances payable 63,721 70,650 -------------------------- 155,074 173,897 Loans And Advances Payable (Note 4) - 17,149 -------------------------- 155,074 191,046 -------------------------- SHARE CAPITAL AND DEFICIT Share Capital (Note 5) Authorized: 100,000,000 common shares, par value of $0.001 per share Issued and Outstanding: 11,143,462 common shares at September 30, 2000 and 8,315,462 common shares at March 31, 2000 853,112 179,610 Special Warrants (Note 6) Issued and Outstanding: 1,500,000 special warrants at September 30, 2000 and 3,320,000 special warrants at March 31, 2000 367,080 700,898 Deficit (1,004,971) (525,933) -------------------------- 215,221 354,575 -------------------------- $ 370,295 $ 545,621 ================================================================================ AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT (Unaudited) (Stated in U.S. Dollars) - -------------------------------------------------------------------------------- THREE THREE SIX SIX MONTHS MONTHS MONTHS MONTHS ENDED ENDED ENDED ENDED SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 2000 1999 2000 1999 - -------------------------------------------------------------------------------- Sales $ 243,816 $ 88,741 $ 572,270 $ 181,860 Cost Of Sales Opening inventory 211,790 158,994 141,106 54,468 Purchases 166,825 79,194 520,303 269,845 Less: Ending inventory (143,303) (141,130) (143,303) (141,130) --------------------------------------------------- Cost of sales 235,312 97,058 518,106 183,183 --------------------------------------------------- Gross Profit 8,504 (8,317) 54,164 (1,323) --------------------------------------------------- Expenses Advertising and promotion 49,538 3,858 78,520 3,912 Amortization 9,126 1,192 17,737 1,635 Auto and travel 9,091 4,693 13,908 5,657 Bad debts 1,125 - 1,125 - Bank charges, interest and foreign exchange 3,197 4,616 11,821 7,235 Consulting - 2,356 2,052 4,574 Corporate finance fee (320) - 33,668 - Investor relations 31,448 - 71,620 - Management fees 4,995 - 10,087 - Office and sundry 14,222 5,256 42,576 7,322 Professional fees 29,793 13,728 66,069 15,154 Regulatory and transfer agent 2,307 - 5,355 - Rent and utilities 10,294 5,238 17,655 6,281 Telephone and internet 4,766 5,627 12,133 8,802 Wages and contract labour 69,319 10,988 148,876 15,909 --------------------------------------------------- 238,901 57,552 533,202 76,481 --------------------------------------------------- Loss For The Period (230,397) (65,869) (479,038) (77,804) Deficit, Beginning Of Period (774,574) (38,610) (525,933) (26,675) --------------------------------------------------- Deficit, End Of Period $(1,004,971) $ (104,479) $(1,004,971) $ (104,479) ================================================================================ Loss Per Share $ (0.02) $ (0.01) $ (0.05) $ 0.01) ================================================================================ Weighted Average Shares Outstanding 12,435,462 100 10,840,462 100 ================================================================================ AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Stated in U.S. Dollars) - -------------------------------------------------------------------------------- THREE THREE SIX SIX MONTHS MONTHS MONTHS MONTHS ENDED ENDED ENDED ENDED SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 2000 1999 2000 1999 - -------------------------------------------------------------------------------- Cash Flows From Operating Activities Loss for the period $ (230,397) $ (65,869) $ (479,038) $ (77,804) Adjustment for: Amortization 9,126 1,192 17,737 1,635 --------------------------------------------------- (221,271) (64,677) (461,301) (76,169) --------------------------------------------------- Changes in non-cash working capital (Increase)decrease in accounts receivable (2,071) - (10,726) 5,730 (Increase)decrease in inventory 68,487 17,864 (2,197) (86,662) (Increase)decrease in prepaid expenses and deposits (19,620) (4,136) (20,079) (9,976) Increase(decrease) in accounts payable and accrued liabilities (81,025) (25,686) (11,894) 76,749 --------------------------------------------------- (255,500) (76,635) (506,197) (90,328) --------------------------------------------------- Cash Flows From Investing Activity Purchase of capital assets (10,352) (21,426) (20,557) (21,426) --------------------------------------------------- Cash Flows From Financing Activities Issue of special warrants 105,332 - 338,190 - Issue of common shares - - 1,494 - Loans payable 6,001 95,107 (24,078) 108,437 --------------------------------------------------- 111,333 95,107 315,606 108,437 --------------------------------------------------- Increase (Decrease) In Cash (154,519) (2,954) (211,148) (3,317) Cash, Beginning Of Period 210,421 3,624 267,050 3,987 --------------------------------------------------- Cash, End Of Period $ 55,902 $ 670 $ 55,902 $ 670 ================================================================================ SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES: During the period ended September 30, 2000 the Company issued 2,820,000 common shares on the exercise of 2,820,000 special warrants. AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY SEPTEMBER 30, 2000 (Unaudited) (Stated in U.S. Dollars) COMMON SHARES SPECIAL WARRANTS -------------------------------------------------------------- NUMBER AMOUNT NUMBER AMOUNT DEFICIT TOTAL ------------------------------------------------------------------------------------------------ Issue of common shares 100 $ 70 - $ - $ - $ 70 Loss for the period - - - - (27,694) (27,694) ------------------------------------------------------------------------------------------------ Balance, March 31, 1998 100 70 - - (27,694) (27,624) Net income for the year - - - - 1,019 1,019 ------------------------------------------------------------------------------------------------ Balance, March 31, 1999 100 70 - - (26,675) (26,605) Adjustment to number of common shares issued and outstanding as a result of the reverse take-over transaction Sports Link Direct Marketing Ltd. (100) - - - - - Airbomb.com Marketing Ltd. 5,412,962 - - - - - Ascribed value of common shares and special warrants issued in connection with the acquisition of Sports Link Direct Marketing Ltd. 2,300,000 63,479 620,000 35,849 - 99,328 Issue of common shares 602,500 116,061 - - - 116,061 Issue of special warrants - - 2,700,000 665,049 - 665,049 Loss for the year - - - - (499,258) (499,258) ------------------------------------------------------------------------------------------------ Balance, March 31, 2000 8,315,462 179,610 3,320,000 700,898 (525,933) 354,575 Exercise of special warrants - - (2,820,000) (672,008) - (672,008) Issue of common shares 2,828,000 673,502 - - - 673,502 Issue of special warrants - - 1,000,000 338,190 - 338,190 Loss for the period - - - - (479,038) (479,038) ------------------------------------------------------------------------------------------------ Balance, September 30, 2000 11,143,462 $ 853,112 1,500,000 $ 367,080 $ (1,004,971) $ 215,221 ================================================================================================ AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) (Stated in U.S. Dollars) 1. NATURE OF OPERATIONS The unaudited consolidated financial statements as of September 30, 2000 included herein have been prepared 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 United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these consolidated financial statements be read in conjunction with the March 31, 2000 audited consolidated financial statements and notes thereto. Airbomb.com Inc., through its subsidiary, Sports Link Direct Marketing Ltd., is in the business of retailing and wholesaling sporting goods, specifically bicycles and related accessories, through the Internet. Sports Link Direct Marketing Ltd. markets products acquired from a variety of suppliers, and also distributes its own "Airbomb" line of products, which are acquired from established manufacturers and labelled with the Company's "Airbomb" label. These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the realization of assets and discharge of liabilities in the normal course of business. During the period ended September 30, 2000, the Company incurred a loss of $479,038. The Company's ability to continue its operations on a going concern basis is dependent upon obtaining additional financing and the support of creditors. There is no assurance that the Company will be successful in achieving any, or all, of these objectives over the coming year. These financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern. 2. SIGNIFICANT ACCOUNTING POLICIES a) Consolidation These financial statements include the accounts of the Company and its wholly owned Canadian subsidiary, Sports Link Direct Marketing Ltd. b) Inventory Inventory is recorded at the lower of cost and net realizable value. c) Revenue Recognition Revenue from sale of products is recognized at the time of shipment. AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) (Stated in U.S. Dollars) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) d) Amortization of Capital Assets Computers and office furniture and equipment are stated at cost, amortization is provided at the following rates: Computer equipment 30% on the declining balance method Computer software 100% on the declining balance method Furniture and equipment 20% on the declining balance method Goodwill related to the acquisition of Sports Link Direct Marketing Ltd. is recorded at cost and is amortized on a straight line basis over three years. e) Foreign Currency Translation The Company's functional currency is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rates in effect on the transaction dates. Monetary assets and liabilities resulting from such transactions are adjusted to reflect the exchange rates in effect at the balance sheet date and the resulting gain or loss is recognized in the statement of earnings. f) Non-Monetary Transactions Shares of common stock of the Company issued for non-monetary consideration are valued at the quoted market price per share at the close of trading on the date of completion of the transaction except for those circumstances where, in the opinion of the Company and due to the nature of the transaction, the trading price does not fairly represent the value of the transaction. In such circumstances, the value of the shares is determined based on the estimated fair value of the consideration received. g) Income Taxes The Company has adopted Statement of Financial Accounting Standards No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion, or all, of a deferred tax asset will not be realized, a valuation allowance is recognized. h) Use of Estimates The preparation of the 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 at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty, and the effect on the financial statements of changes in such estimates in future periods could be significant. AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) (Stated in U.S. Dollars) 2. SIGNIFICANT ACCOUNTING POLICIES (Continued) i) Stock Based Compensation The Company measures compensation cost for stock based compensation using the intrinsic value method of accounting as prescribed by A.P.B. Opinion No. 25 - "Accounting for Stock Issued to Employees". The Company has adopted those provisions of Statement of Financial Accounting Standards No. 123 - "Accounting for Stock Based Compensation", which requires disclosure of the pro-forma effect on net earnings and earnings per share as if compensation cost had been recognized based upon the estimated fair value at the date of grant for options awarded. j) Net Loss Per Share Net loss per share is based on the weighted average number of common shares outstanding during the period plus common share equivalents, such as options, warrants and certain convertible securities. This method requires primary earnings per share to be computed as if the common share equivalents were exercised at the beginning of the period or at the date of issue, and as if the funds obtained thereby were used to purchase common shares of the Company at its average market value during the period. 3. CAPITAL ASSETS Capital assets and related accumulated amortization consist of the following: ------------------------------------------- ----------- SEPTEMBER 30 MARCH 31 2000 2000 Accumulated Net Book Net Book Cost Amortization Value Value ---------------------------------------- ----------- Computer equipment $ 36,956 $ 9,324 $ 27,632 $ 19,132 Computer software 5,228 3,018 2,210 256 Furniture and equipment 12,068 1,967 10,101 5,153 ---------------------------------------- ----------- 54,252 14,309 39,943 24,541 ---------------------------------------- ----------- Goodwill 75,495 18,873 56,622 69,204 ---------------------------------------- ----------- $ 129,747 $ 33,182 $ 95,565 $ 93,745 ======================================== =========== AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) (Stated in U.S. Dollars) 4. LOANS AND ADVANCES PAYABLE September 30 MARCH 31 ------------------------------ 2000 1999 ------------------------------ Loans payable due May 8, 2001, with interest at 12% per annum commencing November 8, 1999 $ 18,189 $ 17,149 Loans payable to a director with no specific terms of repayment, with interest at 12% per annum 45,532 70,650 ------------------------------ 63,721 87,799 Less: Current portion 63,721 70,650 ------------------------------ $ - $ 17,149 ============================== 5. SHARE CAPITAL a) During the period, the Company changed its authorized capital to 100,000,000 shares with a par value of $0.001, and the Company became domesticated as a Delaware Corporation. b) As at September 30, 2000, there were outstanding incentive stock options for the purchase of: 170,000 shares at $0.50 CDN to January 27, 2005 105,000 shares at $0.50 CDN to January 28, 2005 167,000 shares at $0.45 CDN to November 11, 2004 158,000 shares at $0.28 CDN to December 20, 2004 105,000 shares at $0.50 CDN to March 1, 2005 100,000 shares at $0.50 CDN to January 25, 2005 25,000 shares at $0.50 CDN to February 18, 2005 10,000 shares at $0.29 CDN per share to April 8, 2004 25,000 shares at $0.49 CDN per share to June 8, 2005 15,000 shares at $0.49 CDN per share to June 8, 2002 c) As at September 30, 2000 there were outstanding share purchase warrants for the purchase of: 700,000 shares at $0.17 CDN per share to October 30, 2000 1,500,000 shares at $0.50 CDN per share to January 5, 2001 or at $0.75 CDN per share to January 5, 2002 1,200,000 shares at $0.50 CDN per share to February 21, 2001 or at $0.65 CDN per share to February 21, 2002 AIRBOMB.COM INC. (Formerly Airbomb.com Marketing Ltd.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) (Stated in U.S. Dollars) 6. SPECIAL WARRANTS a) As at September 30, 2000, the Company has 500,000 special warrants outstanding which were issued in connection with the Sports Link Direct Marketing Ltd. acquisition. These special warrants are exercisable without additional consideration into 500,000 common shares. b) As at September 30, 2000 the Company has 1,000,000 special warrants outstanding which were issued pursuant to a private placement at $0.50 CDN per special warrant. Each special warrant is exercisable without additional consideration into one common share and one share purchase warrant entitling the holder to purchase an additional common share at $0.55 CDN per share to July 17,2002. 7. FINANCIAL INSTRUMENTS The carrying amounts for cash, accounts receivable, prepaid expenses and deposits, accounts payable and accrued liabilities, and loans and advances payable approximate their respective fair values due to their short term maturity or capacity of prompt liquidation. 8. RELATED PARTY TRANSACTIONS During the period, the following amounts were paid to parties not dealing at arm's length with the Company: a) Companies controlled by a director were paid $24,210 for office rent and administrative support services. b) The Company's president was paid wages totalling $30,000. 9. SUBSEQUENT EVENTS Subsequent to September 30, 2000. a) The Company issued 700,000 common shares for cash consideration of $80,027 on the exercise of the 700,000 share purchase warrants at $0.17 CDN as described in note 5(c). b) The Company issued 1,000,000 common shares on the exercise of the special warrants described in note 6(b). c) The Company granted incentive stock options for the purchased of up to 453,500 common shares at $0.45 CDN per share to October 2, 2005. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders See attached Notice of Annual General Meeting of Stockholders held September 20, 2000 for the following purposes: a. To receive the report of the directors; b. To receive audited financial statements of the Company for the fifteen month period ending March 31, 2000; c. To appoint the auditor for the Company; d. To elect directors for the ensuing year; e. To consider and to amend stock options held by insiders. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. None Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Airbomb.com Inc., through its wholly-owned subsidiary, Sportslink Direct Marketing Ltd., is an internet retailer of sporting goods, primarily bicycles and related parts and accessories. Because of the Company's unique relationship with original equipment manufacturers (OEMs), it is able to acquire a variety of products at preferential prices and sell them to wholesalers, distributors or consumers at a significant discount. The Company has developed strong relationships with some of the largest component manufacturers in Asia and North America. The retail market in the United States for bicycles and related parts and accessories is approximately U.S. $5.4 billion, and globally is U.S. $25 billion. The Company has applied for trademark protection in Canada and the United States for the brand name "Airbomb. The Company has four web sites. The primary marketing of bicycles, bicycle components and outdoor sporting equipment is conducted at www.airbomb.com; sunglass sales are conducted at www.sunbomb.com; --------------- --------------- and cycling products are marketed in Canada at http://store.airbomb.com/Can. ---------------------------- The fourth web site is a secure, password-protected site for wholesale transactions. The second quarter of fiscal 2001 ended September 2000 with the achievement of a number of major milestones. The Company continued to grow rapidly during this quarter. The Company expanded on its core strength with the importation of a number of containers carrying items directly purchased from overseas manufacturers. The Company moved into an expanded warehouse in Point Roberts, Washington, to accommodate the inventory. Access to this type of supply chain buying represents Airbomb.com's key competitive advantage and, for the first time, it had a substantial impact on both sales and gross profit during this quarter. Continued marketing efforts directed towards B2B customers produced exponential growth in that sector, in part evidenced by an order from Mazda USA that had over 160 different Mazda dealerships receiving bikes assembled by Airbomb.com. The ability to provide private label branded bikes to retailers and other resellers in custom quantity production runs has been well received. The offering has been recognized by resellers as innovative, unique and profitable. The Company feels its competitive advantage will be most successful in the B2B category and that the potential for further growth is great. Resellers within Airbomb.com's market are eager to develop these new supply channels. The password-protected website directly responds to this demand. A sample e-mail broadcast to a rented list of opt-in, permission defined consumers produced an above industry response rate as well as an increase in daily website user sessions that has been maintained. The Company has seen a marked increase in the proportion of its sales that are processed purely through the internet versus those sales transacted by phone or other means. This is seen as support for management's recognition that its market segment is a proven early adopter of online buying than are those for other segments such as groceries, furniture, etc. The Company's customers do not have to be enticed online; they are already there. This provides some distance from the risk associated with the rate at which the general public embraces online buying. Other upgrades were made throughout the website as a reflection of the expanded product offering and software upgrades. A concomitant growth in the company's website traffic saw the benchmark of 1 million hits per month eclipsed. This quarter saw a growth in the Company's marketing efforts in ways management feels offers both value and results. This included the development of an international racing team outfitted with team uniforms, a focused promotion of the referral program. As well, the Company entered into an agreement with Cybersurf, a major Canadian ISP, for a large-scale promotion directly to that company's customer base. Canadian sales have seen a corresponding jump and, at present, Airbomb.com dominates the Canadian market for online cycling sales. Results of Operations Three Months Ended September 30, 2000 and September 30,1999. Sales increased by 174.8 % or $ 155,075 to $ 243,816 during the period ending September 30, 2000 compared to $ 88,741 for the period ending September 30, 1999. This increase was due to a higher level of sales through the Company's web site. Cost of goods sold increased by 142.4 % or $ 138,254 to $ 235,312 for the period ending September 30, 2000, compared to $ 97,058 for the period ending September 30, 1999. As part of its sales strategy, the Company continued to use low prices as a means to attract new customers to the web site. Inventory increased slightly by 1.56 % or $ 2,197 to $ 143,303 for the period ending September 30,2000, compared to $ 141,106 for the period ending September 30, 1999. Inventory levels are up slightly over the past year. General and administrative expenses increased by 31.5 % or $ 181,349 to $ 238,901 for the period ending September 30, 2000 compared to $ 57,552 for the period ending September 30, 1999. The Company incurred higher costs in every category primarily due to the acquisition of Sportslink Direct Marketing Ltd., because of the process and expense of becoming a public company (listed on the Canadian Venture Exchange) and by re-domiciling the Company into Delaware. Advertising and Promotion increased by 118.4 % or $ 45,680 to $49,538 for the period ending September 30, 2000 compared to 3,858 for the period ending September 30, 1999. Amortization costs rose $ 7,934 to $ 9,126 for the period ending September 30, 2000 compared to $ 1,192 for the period ending September 30, 1999 and relates to the amount of goodwill created as a result of the Sportslink acquisition. Interest and foreign exchange decreased slightly by $1,419 to $ 3,197 for the period ending September 30, 2000 compared to $ 4,616 for the period ending September 30, 1999. This is as a result of the loss on conversion from Canadian to U.S. dollars advanced to fund the operations of Sportslink and expansion of the business operations. Investor relations is a new expense category now that the Company is a publicly-traded company. For the three month period ending September 30, 2000, the Company incurred expenses of $ 31,448. Office and Sundry costs increased by 433.9 % or $ 8,966 to $ 14,222 for the period ending September 30, 2000 compared to 2,066 for the period ending September 30, 1999. These expenses support the increased costs of being a public company and expansion of the business operations. Professional fees increased 117.0 % or $ 16,065 to $ 29,793 for the period ending September 30, 2000 compared to $ 13,728 for the period ending September 30, 1999. Again, these expenses included the increased legal and accounting costs of being a public company and the expansion of the business operations. Wages and contract labor increased 630 % or $58,331 to $69,319 for the period ending September 30, 2000 compared to $10,988 for the period ending September 30, 1999. The increase in staff was necessary to support the Company's expansion. Plan of Operations The Company's marketing plans and strategies include: - - Expanding the product base and continuing to upgrade the web site. - - Developing brand names that link on-line customers to the Company. - - Upgrading web search engine results for key search words, often brand names, that bring on-line shoppers directly to the Company web site. - - Expanding the customer database by developing addtional opt-in subscription strategies - - Purchasing/renting other highly qualified opt-in subscriber lists. - - Working with suppliers to match customers to a supplier's target market. - - Enhancing the "weekly specials sheet" to attract buyers to special deals and clear-out sales. This has proven attractive to both suppliers, who use the feature to move inventory, and on-line buyers looking for special prices. - - Offering competitive prices relative to the online channel. - - Expanding the "Tell-A-Friend" referral program through support materials provided to motivated customers. - - Continuing to sponsor a professional bike racing team. - - Publishing bi-monthly brochures and mailing to customer base. - - Continuing with sales force training programs to enhance telephone customer service. - - Enter new markets via new online storefronts. To be successful, the Company will have to develop marketing, brand development and sales on a rapidly expanding basis. There is no guarantee that the Company will be successful in managing such a complex strategy of marketing and sales or that the Company will be able to do so soon enough to be successful. The Company intends to derive substantially all of its revenues from the sale of goods using the Internet as the chief instrument of transaction. The Company's ability to generate revenues will depend upon, among other factors, consumers' acceptance of the Web as an attractive and sustainable medium, and development of a large base of repeat customers for the Company's products. In addition, there is intense competition in the sale of goods and services on the Internet, which makes it difficult to project the future levels of Internet revenues that will be realized generally or by any specific company. To be successful, the Company plans to continue entering into strategic partnerships with other local, national and international businesses to help in a focused marketing effort and to provide operational support. The Company cannot guarantee that it will be able to find strategic partners who will be available and who are suitable for the Company's needs, or if enough strategic partners can be found to market the Company's products and support its operations. The success of the Company cannot be guaranteed or accurately predicted. There is no assurance that the Company will be able to operate profitably. Such prospects must be considered in light of the risks, expenses and difficulties frequently encountered in the establishment of new product lines and retail sales outlets in an emerging e-commerce market. The Company has a limited operating history. There is no assurance that the Company will be able to operate and manage on a profitable basis or that cash flow from operations will be sufficient to pay the operating costs of the Company. The Company anticipates that it will need to raise additional capital to finance growth of its operations. The Company may seek additional financing through debt or equity financings. There is no assurance that additional financing will be available to the Company, or that, if available, the financing will be on terms acceptable to the Company. There is no assurance that the Company's estimate of its reasonably anticipated liquidity needs is accurate or that new business developments or other unforeseen events will not occur that will result in the need to raise additional funds. In the event that the Company cannot raise needed capital, it will have a material adverse effect on the Company. Although the Company has based its web site upon commercially available software and hardware, the Company will need to do substantial additional development in order to offer the goods, services and user-friendly interfaces the Company believes are needed to attract and retain customers. The Company may incur significant operating losses and generate negative cash flow from operating activities during the next several years while it develops its web sites and services, and builds a customer and subscriber base. There is no assurance that the Company will achieve or sustain profitability or positive cash flow from operating activities in the future or that it will generate sufficient cash flow to service any debt requirements. To the extent that any financing involves the sale of the Company's equity securities, the interests of the Company's then-existing shareholders could be substantially diluted. The Company's future success is dependent upon continued growth in the use of the Internet. Rapid growth in the use of and interest in the Internet is a recent phenomenon. There is no assurance that commerce over the Internet will become widespread or that extensive content will continue to be provided over the Internet. In addition, to the extent that the Internet continues to experience significant growth in the number of users and level of use, there is no assurance that the Internet infrastructure will continue to be able to support the demands placed upon it by such potential growth. If use of the Internet does not continue to grow, or if the Internet infrastructure does not effectively support growth that may occur, the Company's business, results of operations and financial condition would be materially and adversely affected. As is typical in the case of a new and rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. The Company does not know the extent to which additional customers will use its products and services. It is difficult to predict the future growth rate, if any, and size of this market via Internet sales. In order to sustain rapid growth rates, the Company will need to continue increasing its share of the bicycle and other sporting goods markets. There is no assurance either that the market for the Company's products and services will grow or that the Company can successfully and rapidly expand its market share. If the market fails to grow, grows more slowly than expected, or becomes saturated with competitors, or if the Company's products and services do not achieve or sustain market acceptance and expanded market share, the Company's business, results of operations and financial condition will be materially and adversely affected. The Company will rely on a combination of common law, copyright and trademark law, and nondisclosure agreements to establish and protect its proprietary rights in its products and the content of its web sites. Others, however, might successfully challenge these protections. The Company has applied for trademark protection in Canada for the brand name "Airbomb", and anticipates filing for trademark protection in the United States for the same brand name. The Company is the owner of the web site domain names http://www.airbomb.com and http://www.sunbomb.com and maintenance fees for the - ---------------------- ---------------------- domain names have been paid and are up to date. The Company may file applications for trademark protection of other intellectual property. No assurance can be given that such trademark applications will be accepted for registration. Furthermore, the possibility exists that the Company could be found to infringe on patents, service marks, trademarks or copyrights held by others. The Company's use of trademarks, service marks, trade names, slogans, phrases and other expressions in the course of its business may be the subject of dispute and possible litigation. Given the growth of business being conducted on the Internet, electronic commerce and the use of domain names, there can be no assurance that the Company will be able to continue to use its current trade name, domain name and Internet and business identification. Such changes could result in confusion to potential customers and negatively affect the Company's business. SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AIRBOMB.COM INC. Date: November 20, 2000 By: /s/ David Houston ----------------------------------------- DAVID HOUSTON, Director, President