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Seaena Inc. – ‘10-Q’ for 9/30/02

On: Thursday, 11/14/02, at 3:51pm ET · For: 9/30/02 · Accession #: 950147-2-1473 · File #: 0-29781

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/02  Seaena Inc.                       10-Q        9/30/02    1:33K                                    Imperial Fin’l … Corp/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report for the Qtr Ended 9/30/02            16     66K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities and Use of Proceeds Defaults Upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements (Unaudited) Page Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operation Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12 Other Information Quantitative and Qualitative Disclosures About Market Risk Submission of Matters to A Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Financial Statements (Unaudited) Page
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12
11	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
13	Item 3. Quantitative and Qualitative Disclosures About Market Risk
14	Item 1. Legal Proceedings
"	Item 2. Changes in Securities and Use of Proceeds
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to A Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 16 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-Q

(MARK ONE)                                                                      

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934                                                           

 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE ACT OF 1934                                                  

 FOR THE TRANSITION PERIOD FROM _________________ TO _________________

COMMISSION FILE NUMBER 0-29781

AMERICABILIA.COM, INC.
(Exact name of registrant as specified in its charter)

       FLORIDA                                              65-0142472
(State or other jurisdiction                                  (IRS Employer 
of incorporation or organization)                            Identification No.)

 1450 WEST HORIZON RIDGE ROAD, SUITE B-304 PMB653, HENDERSON, NEVADA 89012
(Address of principal executive offices)

702-568-0900
 (Issuer's telephone number)

NOT APPLICABLE
(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  Exchange  Act of 1934  during the past 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 October 31, 2002,  the Company had 6,669,192  shares of its $.001 par
value common stock issued and outstanding.                                      

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AMERICABILIA.COM, INC.
AND SUBSIDIARIES

CONTENTS

PART I - FINANCIAL INFORMATION                                                  

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)                                    PAGE
                                                                            ----
Condensed Consolidated Balance Sheet (Unaudited) at September 30, 2002         3

Condensed Consolidated Statements of Operations (Unaudited) for the             
Three and Nine Months ended September 30, 2002 and 2001                        4

Condensed Consolidated Statements of Cash Flows (Unaudited) for the             
Nine Months ended September 30, 2002 and 2001                                5-6

Notes to Unaudited Condensed Consolidated Financial Statements               7-9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION             
AND RESULTS OF OPERATIONS 10-12                                 

PART II - OTHER INFORMATION                                                     

Item 1. Legal Proceedings                                                     13
Item 2. Changes in Securities                                                 13
Item 3. Defaults by the Company upon its Senior Securities                    13
Item 4. Submission of Matter to a Vote of Security Holders                    13
Item 5. Other Information                                                     13
Item 6. Exhibits and Reports on Form 8-K                                      13

SIGNATURES                                                                    14

CERTIFICATION                                                              14-15

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AMERICABILIA.COM, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                                    September 30,   December 31,
                                                   2002           2001
                                                    -----------    -----------
                                                                   (Audited)
ASSETS                                                                          

CURRENT ASSETS:                                                                 
 Cash and cash equivalents                          $        --    $        --
 Accounts receivable, net                                    --             --
 Inventories                                                 --             --
 Prepaid expenses and deposits                               --             --
                                                    -----------    -----------
    Total current assets                                     --             --
                                                    -----------    -----------

PROPERTY AND EQUIPMENT, net                                   --             -- 
                                                    -----------    -----------

                                                    $        --    $        --
                                                    ===========    ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT                                           

CURRENT LIABILITIES:                                                            
Liabilities in excess of assets for                                         
   discontinued operations                          $   332,477         99,378
 Accrued expenses                                         5,000             --
                                                    -----------    -----------
                                                        337,477         99,378
                                                    -----------    -----------
STOCKHOLDERS' DEFICIT:                                                          
Common stock, $0.01 par value; authorized                                   
50,000,000 shares 6,669,192 shares issued                               
   and outstanding                                        6,670          6,670
 Additional paid-in capital                           1,762,010      1,747,008
  Accumulated deficit                                 (2,106,157)    (1,853,056)
                                                    -----------    -----------

     Total stockholders' deficit                        (337,477)       (99,378)
                                                    -----------    -----------

                                                    $        --    $        --
                                                    ===========    ===========

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AMERICABILIA.COM, INC.
AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS AND NINE MONTHS SEPTEMBER 30, 2002 AND 2001

                                                        [Enlarge/Download Table]

                                             THREE MONTHS   THREE MONTHS   NINE MONTHS    NINE MONTHS  
                                                ENDED          ENDED          ENDED          ENDED     
                                             SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                                                 2002           2001           2002           2001     
                                              -----------    -----------    -----------    ----------- 
                                                                                                       
REVENUES                                      $        --    $        --    $        --    $        -- 
  Cost of sales                                        --             --             --             -- 
                                              -----------    -----------    -----------    ----------- 

      Gross profit (loss)                              --             --             --             -- 
                                              -----------    -----------    -----------    ----------- 
OPERATING EXPENSES:                                                                                    
  General and administrative expenses               5,000             --          5,000             -- 
  Marketing expenses                                   --             --             --             -- 
  Depreciation and amotization                         --             --             --             -- 
                                              -----------    -----------    -----------    ----------- 

         Total operating expenses                      --             --             --             -- 
                                              -----------    -----------    -----------    ----------- 

LOSS FROM OPERATIONS                               (5,000)            --         (5,000)            -- 
                                              -----------    -----------    -----------    ----------- 
OTHER (EXPENSE) INCOME:                                                                                
    Interest expense                                   --             --             --             -- 
    Interest income and other                          --             --             --             -- 
                                              -----------    -----------    -----------    ----------- 

         Total other income (expense)                  --             --             --             -- 
                                              -----------    -----------    -----------    ----------- 

LOSS FROM CONTINUING OPERATIONS               $    (5,000)   $        --    $    (5,000)   $        -- 

LOSS FROM DISCONTINUED OPERATIONS                      --       (345,194)      (248,101)      (507,236)
                                              -----------    -----------    -----------    ----------- 

NET LOSS                                      $    (5,000)   $  (345,194)   $  (253,101)   $  (507,236)
                                              ===========    ===========    ===========    =========== 
LOSS PER SHARE:                                                                                        
  Basic & diluted - continuing operations     $        --    $        --    $        --    $        -- 
                                              ===========    ===========    ===========    =========== 
  Basic & diluted - discontinued operations            --          (0.05)         (0.04)         (0.08)
                                              ===========    ===========    ===========    =========== 
  Basic & diluted - total net loss                     --          (0.05)         (0.04)         (0.08)
                                              ===========    ===========    ===========    =========== 
  Weighted-average common shares                                                                       
    outstanding - basic & diluted               6,669,192      6,669,192      6,669,192      6,669,192 
                                              ===========    ===========    ===========    =========== 

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AMERICABILIA.COM, INC.
AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                                        [Enlarge/Download Table]

                                                             NINE MONTHS        NINE MONTHS     
                                                                ENDED              ENDED        
                                                          SEPTEMBER 30, 2002  SEPTEMBER 30, 2001
                                                          ------------------  ------------------
                                                                                                
CONTINUING OPERATIONS:                                                                          
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:                                         
  Net loss                                                    $  (5,000)          $      --     
                                                              ---------           ---------     
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH                                                 
  PROVIDED BY (USED FOR) OPERATING ACTIVITIES -                                                 
    depreciation and amortization                                    --                  --     
                                                              ---------           ---------     
  CHANGES IN ASSETS AND LIABILITIES:                                                            
  (INCREASE) DECREASE IN ASSETS:                                                                
    Accounts receivable                                              --                  --     
    Inventory                                                        --                  --     

  INCREASE (DECREASE) IN LIABILITIES:                                                           
    Accounts payable and accrued exp                              5,000                  --     
    Interest payable-stockholders                                    --                  --     
                                                              ---------           ---------     
          Total adjustments                                          --                  --     
                                                              ---------           ---------     
          Net cash provided by (used for)                                                       
            operating activities                                     --                  --     
                                                              ---------           ---------     
CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES:                                         
  Acquisition of fixed assets                                        --                  --     
  Proceeds from sale of property and equipment                       --                  --     
                                                              ---------           ---------     
          Net cash provided by (used for)                                                       
            investing activities                                     --                  --     
                                                              ---------           ---------     
CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES -                                        
  loans from Stockholders                                            --                  --     
                                                              ---------           ---------     

NET INCREASE (DECREASE) IN CASH FROM                                                            
  CONTINUING OPERATIONS                                              --                  --     
                                                              ---------           ---------     

CASH USED FOR DISCONTINUED OPERATIONS                           (23,605)           (147,420)    
                                                              ---------           ---------     
NET INCREASE (DECREASE) IN CASH                                 (23,605)           (147,420)    
CASH, BEGINNING OF PERIOD                                        23,605             147,420     
                                                              ---------           ---------     
CASH, END OF PERIOD                                           $      --           $      --     
                                                              =========           =========     

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AMERICABILIA.COM, INC.
AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:         

During the  quarter  ended June 30,  2002,  the  Company  transferred  inventory
($178,702)  and fixed assets  ($65,999)  in  satisfaction  of its related  party
officer stockholder secured debt aggregating approximately $244,701.            

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AMERICABILIA.COM, INC.
AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                  

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES            

     The  accompanying   unaudited  financial   statements  and  information  at
     September  30, 2002 and for the three and nine months ended  September  30,
     2002   and  2001   include   the   condensed   consolidated   accounts   of
     americabilia.com,   Inc.  together  with  its  subsidiaries   (collectively
     referred to herein as the "Company").  All material  intercompany  balances
     and transactions have been eliminated.  These statements have been prepared
     in conformity with accounting  principles  generally accepted in the United
     States of  America  and used in  preparing  the  Company's  annual  audited
     consolidated financial statements but do not contain all of the information
     and  disclosures  that  would be  required  in a  complete  set of  audited
     financial  statements.  These financial  statements have been prepared in a
     manner similar to accounting for discontinued  operation,  and accordingly,
     liabilities  in excess of assets have been  presented as a net balance (See
     Note 5). They should,  therefore, be read in conjunction with the Company's
     audited consolidated financial statements and related notes thereto for the
     year  ended  December  31,  2001.  In  the  opinion  of   management,   the
     accompanying  unaudited condensed consolidated financial statements reflect
     all adjustments, consisting only of normal recurring adjustments, necessary
     for a fair  presentation  of the financial  results for the interim periods
     presented.  The results of operations for the three months ended  September
     30, 2002 and 2001 are not  necessarily  indicative of the results that will
be achieved for the entire year.                                      

     REVERSE  MERGER - Pursuant to a Stock Purchase  Agreement  dated October 4,
     2002 between Crystalix USA Group, Inc. and Americabilia.com, Inc. ("ABIL"),
     and a Technology  License  Agreement  between Crystalix USA Group, Inc. and
     Crystalix  Technology,  Inc.,  also  dated  October  4,  2002,  the  former
     shareholders of these two companies acquired 23,300,000 newly issued shares
     of common  stock of ABIL and  7,000,000  shares of ABIL's Class A preferred
     stock  with  10 to 1  voting  and  conversion  rights.  These  shareholders
     effectively  control  approximately  77.6% of the  issued  and  outstanding
     common stock of ABIL and 93.7% of the voting  control and ownership of ABIL
     assuming  conversion of the Class A preferred  shares. As a result of these
     acquisitions,  the  shareholders  of  Crystalix  USA Group,  Inc.  obtained
     control  of ABIL and  according  to FASB  141,  this  acquisition  has been
     treated as a recapitalization for accounting purposes,  in a manner similar
to reverse acquisition accounting.                                    

     In relation to this Stock Purchase  Agreement,  the Company  entered into a
     consulting agreement with IB 2000, Inc. to provide professional  consulting
  services. The Company agreed to pay $150,000 in cash for these services.

     The Company has filed a Form 8-K disclosing these  transactions and filed a
     Form 8-K/A  disclosing  the  financial  statements  of Crystalix USA Group,
Inc.                                                                  

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     GOING CONCERN - The  accompanying  condensed  consolidated  2002  financial
     statements have been prepared  assuming that the Company will continue as a
     going concern  without any operations.  The Company's  history of recurring
     losses from operations, negative working capital, and stockholders' deficit
     raised  substantial doubt about its ability to continue as a going concern.
     The financial  statements do not include any adjustments  that might result
     from the outcome of this uncertainty.  Cash flow from disposition of assets
     less  payments  required  to settle  unsecured  debt is not  expected to be
     sufficient to pay operating  costs of the Company through the third quarter
     of fiscal 2002. The Company has not been  successful in raising  sufficient
capital to expand or sustain its operations.                          

     On June 25, 2002,  the Company  filed a Form 8-K stating its plans to cease
     business  operations and vacate its business premises on or before June 30,
     2002. The Company's Board of directors has determined that the value of the
     Company's operating assets is less than the amount of the secured debt owed
     to the  Company's  President  and  chairman  of the Board.  The Company has
     already  relinquished  its operating  assets to these secured  creditors in
     partial  satisfaction  of the  secured  debt.  The  Company  believes  that
     collections on its accounts receivable may be sufficient to pay most of its
     creditors other than an additional  approximate  $308,000 of unsecured debt
     owed by the  Company to its  President  and  chairman  of the Board and the
Company's obligations to its landlord under its premises lease.       

     Management has explored various  strategies  including but not limited to a
     merger. While management will continue to explore this opportunity in order
     to preserve some value for the Company's shareholders, management is unsure
that any merger can be effectively implemented.                       

COMPREHENSIVE LOSS                                                    

     The  Statement of  Financial  Accounting  Standards  Board No. 130 requires
     companies to report all components of comprehensive loss in their financial
     statements,  including all non-owner transactions and events which impact a
     company's  equity,  even if those  items do not  directly  affect net loss.
     Comprehensive loss is comprised of net loss, and accordingly,  no statement
of Comprehensive Loss is presented.                                   

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                             

     In April 2002, the FASB issued Statement of Financial  Accounting  Standard
     No. 145, "Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB
     Statement No. 13, and Technical Corrections" ("SFAS No. 145"). SFAS No. 145
     requires that gains and losses from extinguishment of debt be classified as
     extraordinary items only if they meet the criteria in Accounting Principles
     Board Opinion No. 30 ("Opinion No. 30"). Applying the provisions of Opinion
     No. 30 will distinguish transactions that are part of an entity's recurring
     operations  from those that are unusual and  infrequent  that meet criteria
     for classification as an extraordinary  item. SFAS No. 145 is effective for
     the  Company  beginning  January 1,  2003,  but the  Company  may adopt the
     provisions  of SFAS No. 145 prior to this  date.  The  Company  has not yet
     evaluated the impact of SFAS No. 145 on its financial  position and results
of operations.                                                        

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RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS                            

     In June 2001, the Financial Accounting Standards Board ("FASB") unanimously
     approved  the  issuance  of  two  statements,   Statement  141,   "Business
     Combinations",  and Statement 142, "Goodwill and Other Intangible  Assets".
     The  two   statements   modify  the  method  of  accounting   for  business
     combinations  entered  into after June 30, 2001 and address the  accounting
     for intangible assets. The adoption of SFAS No's. 141 and 142 had no impact
on the Company's financial position and results of operations.        

     The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
     Long-Lived  Assets," in August of 2001. This Statement  addresses financial
     accounting  and  reporting  for the  impairment  or disposal of  long-lived
     assets and requires,  among other things, that assets to be sold within one
     year be separately identified and carried at the lower of carrying value or
     fair value less costs to sell. Long-lived assets expected to be held longer
     than one year are subject to depreciation  and must be written down to fair
     value upon  impairment.  Long-lived  assets no longer  expected  to be sold
     within one year must be written  down to the lower of current fair value or
     fair value at the date of foreclosure. The provisions of this Statement are
     effective for financial  statements issued for fiscal years beginning after
     December  15,  2001.  The  adoption  of SFAS No.  144 had no  impact on its
financial position and results of operations.                         

2. STOCKHOLDERS' EQUITY                                                         

     EARNINGS  PER SHARE - Basic EPS is computed  by dividing  net income by the
     weighted-average  number  of  common  shares  outstanding  for the  period.
     Diluted  EPS is  computed  by  dividing  net  income by common  and  common
     equivalent  shares  outstanding for the period.  Options to purchase common
     stock,  whose  exercise price was greater than the average market price for
     the period, have been excluded from the computation of diluted EPS. For the
     three and nine months  ended  September  30,  2002 and 2001,  there were no
     dilutive options,  as the options would have been  anti-dilutive due to the
     net loss for the period.  The Company had no potentially  dilutive  options
outstanding at September 30, 2001 or 2002.                            

3. INCOME TAXES                                                                 

     Statement of Financial  Accounting  Standards  No. 109 requires a valuation
     allowance  to be recorded  when it is more likely than not that some or all
     of the deferred tax assets will not be realized.  A valuation allowance has
     been  established on the computed  deferred tax asset at March 31, 2002 and
     December 31, 2001 due to the  uncertainties  associated with realizing such
assets in the future.                                                 

4. SEGMENT REPORTING                                                            

     The  Company  used to have two  reportable  segments  based  upon  products
     offered: retail sales and corporate operations,  and wholesale distribution
     and manufacturing. During the three months ended June 30, 2002, the Company
     entered  into a plan  to  cease  operations,  and  accordingly,  management
believes that no reportable segments exist.                           

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5.  DISCONTINUED OPERATIONS                                                     

     The Company has  previously  disclosed that it expected that cash flow from
     operations  might not be  sufficient  to allow the  Company to  continue in
business in 2002.                                                     

     The Company ceased business operations and vacated its business premises by
     June 30, 2002.  The Company's  Board of Directors has  determined  that the
     value of the  Company's  operating  assets is less  than the  amount of the
     secured debt owed to the Company's President and Chairman of the Board. The
     Company  believes  that  collections  on  its  accounts  receivable  may be
     sufficient to pay most of its creditors other than an additional  amount of
     approximately  $308,000  of  unsecured  debt  owed  by the  Company  to its
     President  and Chairman of the Board and the Company's  obligations  to its
     landlord  under  its  premises  lease.   Management  has  explored  various
     strategies  including but not limited to a merger.  While  management  will
     continue to explore this  opportunity  in order to preserve  some value for
     the  Company's  shareholders,  management  is unsure that any merger can be
effectively implemented.                                              

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND         
RESULTS OF OPERATION                                            

OVERVIEW                                                                        

The following discussion should be read in conjunction with, and is qualified in
its entirety by our unaudited  consolidated  financial  statements as of and for
the three months and nine months ended September 30, 2002 and 2001.             

The  Company  has  previously  disclosed  that it  expected  that cash flow from
operations  might not be sufficient to allow the Company to continue in business
in 2002. The Company is not generating  sufficient sales to allow it to continue
its business operations.                                                        

On June 25,  2002,  the  Company  filed a Form 8-K  stating  its  plans to cease
business operations and vacate its business premises on or before June 30, 2002.
The Company's  Board of directors has determined that the value of the Company's
operating  assets  is less  than the  amount  of the  secured  debt  owed to the
Company's  President  and  chairman  of  the  Board.  The  Company  has  already
relinquished  its  operating  assets  to  these  secured  creditors  in  partial
satisfaction of the secured debt. The Company  believes that  collections on its
accounts receivable may be sufficient to pay most of its creditors other than an
additional  approximate  $308,000 of  unsecured  debt owed by the Company to its
President  and  chairman  of the  Board  and the  Company's  obligations  to its
landlord under its premises lease.  Management has explored  various  strategies
including but not limited to a merger. While management will continue to explore
this opportunity in order to preserve some value for the Company's shareholders,
management   is  unsure  that  any  merger  can  be   effectively   implemented.
Accordingly,  no results  of  operations  discussion  and  information  has been
presented.                                                                      

LIQUIDITY AND CAPITAL RESOURCES                                                 

At  September  30,  2002,  the  Company had  liabilities  in excess of assets of
$337,477.                                                                       

Notes  payable  to the  Company's  Chairman  of the Board and  President  in the
aggregate  amount of  approximately  $308,000  are due in 2002.  These notes are
unsecured.                                                                      

GOING  CONCERN  -  The  accompanying   condensed   consolidated  2002  financial
statements have been prepared assuming that the Company will continue as a going
concern without any operations.  The Company's  history of recurring losses from
operations,   negative  working  capital,   and  stockholders'   deficit  raised
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.  Cash flow from disposition of assets less payments
required  to settle  unsecured  debt is not  expected  to be  sufficient  to pay
operating  costs of the Company  through the third  quarter of fiscal 2002.  The
Company  has not been  successful  in  raising  sufficient  capital to expand or
sustain its operations.                                                         

The Board of  Directors  is  exploring  various  strategies  including,  but not
limited to, mergers,  re-capitalization  or other actions.  No assessment can be
made  of  the  likelihood  that  such  plans  and  actions  can  be  effectively
implemented.  Ultimately,  the  Company's  continuation  as a going concern will
depend upon its  ability to  successfully  acquire an  operating  entity.  While
management  will continue to explore this  opportunity in order to preserve some
value for the Company's shareholders,  management is unsure that any acquisition
can be effectively implemented.                                                 

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                                       

In April 2002, the FASB issued  Statement of Financial  Accounting  Standard No.
145,  "Recission  of FASB  Statements  No.  4,  44,  and 64,  Amendment  of FASB
Statement No. 13, and  Technical  Corrections"  ("SFAS No.  145").  SFAS No. 145
requires  that gains and losses from  extinguishment  of debt be  classified  as
extraordinary  items only if they meet the  criteria  in  Accounting  Principles
Board Opinion No. 30 ("Opinion No. 30").  Applying the provisions of Opinion No.
30  will  distinguish  transactions  that  are  part  of an  entity's  recurring
operations  from those that are unusual and  infrequent  that meet  criteria for
classification  as an  extraordinary  item.  SFAS No. 145 is  effective  for the
Company  beginning  January 1, 2003, but the Company may adopt the provisions of
SFAS No. 145 prior to this date. The Company has not yet evaluated the impact of
SFAS No. 145 on its financial position and results of operations.               

RECENTLY ADOPTED ACCOUNTING STANDARDS                                           

In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  unanimously
approved the issuance of two statements, Statement 141, "Business Combinations",
and Statement 142,  "Goodwill and Other Intangible  Assets".  The two statements
modify the method of  accounting  for business  combinations  entered into after
June 30, 2001 and address the accounting for intangible  assets. The adoption of
SFAS No's.  141 and 142 had no impact on the  Company's  financial  position and
results of operations.                                                          

The FASB issued  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets,"  in  August of 2001.  This  Statement  addresses  financial
accounting and reporting for the impairment or disposal of long-lived assets and
requires,  among  other  things,  that  assets  to be sold  within  one  year be
separately  identified  and carried at the lower of carrying value or fair value
less costs to sell.  Long-lived  assets expected to be held longer than one year
are  subject  to  depreciation  and  must be  written  down to fair  value  upon
impairment. Long-lived assets no longer expected to be sold within one year must
be written  down to the lower of current fair value or fair value at the date of
foreclosure.  The  provisions  of this  Statement  are  effective  for financial
statements  issued for fiscal years  beginning  after  December  15,  2001.  The
adoption of SFAS No. 144 had no impact on the Company's  financial  position and
results of operations.                                                          

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FORWARD-LOOKING STATEMENTS                                                      

The  Private  Securities  Litigation  Reform Act  provides a "safe  harbor"  for
certain  forward-looking  statements.  Certain matters  discussed in this filing
could be characterized as forward-looking statements such as statements relating
to plans for future  expansion,  as well as other  capital  spending,  financing
sources  and  effects  of  regulation  and  competition.   Such  forward-looking
statements  involve  important risks and  uncertainties  that could cause actual
results  to differ  materially  from  those  expressed  in such  forward-looking
statements.                                                                     

CRITICAL ACCOUNTING POLICIES AND ESTIMATES                                      

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements 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.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to  revenue   recognition,   intangible  assets,   financing   operations,   and
contingencies  and litigation.  Management  bases its estimates and judgments on
historical  experience  and on various  other  factors  that are  believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates  under  different  assumptions  or  conditions.  The most  significant
accounting  estimates  inherent in the  preparation  of the Company's  financial
statements  include  estimates as to the  appropriate  carrying value of certain
assets and  liabilities  which are not  readily  apparent  from  other  sources,
primarily allowance for doubtful accounts, accruals for transportation and other
direct  costs,  accruals  for cargo  insurance,  and the  classification  of net
operating  loss and tax  credit  carryforwards  between  current  and  long-term
assets.  These  accounting  policies are described at relevant  sections in this
discussion  and  analysis  and  in  the  notes  to  the  consolidated  financial
statements  included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.                                                              

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              

As of  September  30, 2002,  the Company had net  liabilities  of $337,477.  The
borrowings  are related to loans from officers and  directors,  which,  by their
nature, are not subject to interest rate fluctuations.                          

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PART II - OTHER INFORMATION                                                     

Item 1. LEGAL PROCEEDINGS.                                                      

     The Company is subject to claims in the ordinary course of business. In the
opinion  of  management,   the  ultimate   resolution  of  these  pending  legal
proceedings  should  not  have  a  material  adverse  effect  on  our  financial
condition.                                                                      

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.                              

Not applicable.                                                       

Item 3. DEFAULTS UPON SENIOR SECURITIES.                                        

Not applicable.                                                       

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                    

Not applicable.                                                       

Item 5. OTHER INFORMATION.                                                      

Not applicable.                                                       

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.                                       

(a)  EXHIBITS                                                         

None.                                                       

(b)  REPORTS ON FORM 8-K                                              

          The Company  filed a Form 8-K on June 25, 2002 disclosing its plans to
cease business operations.                                                      

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.                                                                     

                      AMERICABILIA.COM, INC.
            (Registrant)

Dated: November 12, 2002                By: /s/ Rainer Eissing                  
                                            ------------------------------------
                       Rainer Eissing,
                               Chief Executive Officer

Dated: November 12, 2002                By: /s/ Armin Van Damme                 
                                            ------------------------------------
                        Armin Van Damme,
                                           President & Chief Financial Officer

13

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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
 PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rainer Eissing,  certify,  pursuant to Rule 13a-4 of the Securities  Exchange
Act of 1934,  as adopted  pursuant to Section 302 of the  Sarbanes-Oxley  Act of
2002,  with respect to the Quarterly  Report of  americabilia.com.  Inc. on Form
10-Q for the quarterly  period ended  September 30, 2002  ("Report")  that (1) I
have reviewed the Report being filed; (2) based on my knowledge, the Report does
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances  under
which such  statements  were made,  not  misleading  with  respect to the period
covered by the Report; and (3) based on my knowledge,  the financial statements,
and other financial  information  included in the Report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of the issuer as of, and for, the periods presented in the Report.              

                      By: /s/ Rainer Eissing
                                            ------------------------------------
                    Name: Rainer Eissing
                              Title: Chief Executive Officer
                                              (Principal Executive Officer) of
                                    americabilia.com, Inc.

I, Armin Van Damme,  certify,  pursuant to Rule 13a-4 of the Securities Exchange
Act of 1934,  as adopted  pursuant to Section 302 of the  Sarbanes-Oxley  Act of
2002,  with respect to the Quarterly  Report of  americabilia.com.  Inc. on Form
10-Q for the quarterly  period ended  September 30, 2002  ("Report")  that (1) I
have reviewed the Report being filed; (2) based on my knowledge, the Report does
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances  under
which such  statements  were made,  not  misleading  with  respect to the period
covered by the Report; and (3) based on my knowledge,  the financial statements,
and other financial  information  included in the Report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of the issuer as of, and for, the periods presented in the Report.              

                       By: /s/ Armin Van Damme
                                            ------------------------------------
                     Name: Armin Van Damme
                              Title: Chief Financial Officer
                                              (Principal Financial Officer) of
                                    Americabilia.com, Inc.

14

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
 PURSUANT TO
 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Rainer  Eissing,  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that to the best of
my knowledge the Quarterly Report of americabilia.com. Inc. on Form 10-Q for the
quarterly  period ended September 30, 2002 fully complies with the  requirements
of  Section  13(a)  or  15(d) of the  Securities  Exchange  Act of 1934 and that
information contained in such Form 10-Q fairly presents in all material respects
the financial condition and results of operations of americabilia.com, Inc.     

                      By: /s/ Rainer Eissing
                                            ------------------------------------
                    Name: Rainer Eissing
                                 Title: Chief Executive Officer of
                                    Americabilia.com, Inc.

I, Armin Van Damme,  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that to the best of
my knowledge the Quarterly Report of americabila.com,  Inc. on Form 10-Q for the
quarterly  period ended September 30, 2002 fully complies with the  requirements
of  Section  13(a)  or  15(d) of the  Securities  Exchange  Act of 1934 and that
information contained in such Form 10-Q fairly presents in all material respects
the financial condition and results of operations of americabilia.com, Inc.     

                       By: /s/ Armin Van Damme
                                            ------------------------------------
                     Name: Armin Van Damme
                                 Title: Chief Financial Officer of
                                    Americabilia.com, Inc.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	1/1/03	8	12
Filed on:	11/14/02			8-K
	11/12/02	14
	10/31/02	1
	10/4/02	7		3, 8-K, 8-K/A
For Period End:	9/30/02	1	16	NT 10-K
	6/30/02	6	11	10-Q
	6/25/02	8	14	8-K
	3/31/02	9		10-Q
	12/31/01	7	13	10-K405
	12/15/01	9	12
	9/30/01	2	11	10-Q, NT 10-Q
	6/30/01	9	12	10-Q
				List all Filings

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Filing Submission 0000950147-02-001473 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Seaena Inc. – ‘10-Q’ for 9/30/02

On: Thursday, 11/14/02, at 3:51pm ET · For: 9/30/02 · Accession #: 950147-2-1473 · File #: 0-29781

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Dates Referenced Herein and Documents Incorporated by Reference

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