UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended - December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-28772
MAS ACQUISITION I CORP.
(Name of Small Business Issuer in its charter)
Delaware 35-1990559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
1922 North Bedford Avenue, Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 468-8250
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [x] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
informaton statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
As of December 31, 1996, the Registrant has outstanding 8,500,000 shares
of Common Stock
Documents Incorporated by Reference
1. Form 10-SB Registration Statement, filed with the Securities and
Exchange Commission on September 4, 1996, which hereto became
effective by operation of law and any amendments thereto.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
MAS Acquisition I Corp. (the "Company"), was incorporated on
July 31, 1996 in the State of Delaware, to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Pursuant to the Articles of Incorporation,
the Company is authorized to issue 80,000,000 shares of Common Stock
at $.001 par value and 20,000,000 shares of Preferred Stock at $.001
par value. Each holder of the Common Stock shall be entitled to one
vote for each share of Common Stock held. The Preferred Stock may be
divided into Series or Classes by the management of the Company upon
the approval of a majority vote of the Directors of the Company. As
of December 31, 1996, there are 8,500,000 shares of Common Stock and
no shares of Preferred Stock outstanding.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
original shareholder, the Company never commenced any operational
activities. As such, the Company can be defined as a "shell" company,
whose sole purpose at this time is to locate and consummate a merger
or acquisition with a private entity.
The Company became a reporting company in December, 1996 on
voluntary basis because the primary attraction of the Company as a
merger partner or acquisition vehicle will be its status as a
public company. Any business combination or transaction may
potentially result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any offering of the Company's
securities, either debt or equity, until such time as the Company has
successfully implemented its business plan described herein. Relevant
thereto, MAS Financial Corp., the sole shareholder of the Company,
which is owned and controlled by Aaron Tsai, President of the Company,
has expressed its intention that it has no plan to sell its respective
shares of the Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is no
longer classified as a "blank check" company and it has agreed to sell
its shares only if the shares are subsequently registered or if an
exemption from registration is available.
Multi Access Systems, Inc. was incorporated on April 27, 1993 under
the laws of the State of Kentucky as a computer multimedia company. Multi
Access Systems, Inc. suspended its marketing and distribution operations
and became inactive due to lack of capital. Aaron Tsai, President of the
Company owns and controls Multi Access Systems, Inc. On September 11,
1996, Multi Access Systems, Inc. gifted 23,600 shares of its common stock
to 236 new shareholders, who are European individuals, in reliance on
Regulation S. These 236 individuals became registered shareholder of
Multi Access Systems, Inc. Multi Access Systems, Inc. held these shares
in escrow and plans to release these shares from escrow by sending these
shareholders stock certificates at the expiration of the restricted period.
However, in the letter mailed to the giftees in September 11, 1996, the
information was materially deficient and these persons have not been
sufficiently informed of the restrictions placed on them as shareholders.
If any of these shareholders sold or transferred any shares of stock to
any U.S. person prior to the expiration of the restricted period, Multi
Access Systems, Inc. may be in violation the Securities Act. Multi Access
Systems, Inc. has sent a letter on March 18, 1997 to inform its shareholders
of the restrictions on the transfer of the shares, the shares have been
locked-up in escrow until the expiration of the restricted period and
Multi Access Systems, Inc. will not register any transfer of shares or
issue stock certificates until the expiration of the restricted period.
<PAGE>
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See Item 7. "FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA." This lack of diversification should be
considered a substantial risk to shareholders of the Company because
it will not permit the Company to offset potential losses from one
venture against gains from another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company plans to advertise and promote the Company in
newspaper, magazines and on the Internet. The Company has not yet
prepared any notices or advertisement.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
<PAGE>
The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company, none of whom is a professional business analyst. Aaron Tsai,
President of the Company will be the key person in the search,
review and negotiation with potential acquisition or merger candidates.
Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its
attention through present associations of the Company's officers
and directors, or by the Company's shareholder. In analyzing
prospective business opportunities, management will consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements;
history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of
management services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for
profit; the perceived public recognition of acceptance of products,
services, or trades; name identification; and other relevant
factors. Officers and directors of the Company do not expect to
meet personally with management and key personnel of the business
opportunity as part of their investigation due to lack of capital.
To the extent possible, the Company intends to utilize written
reports and investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
<PAGE>
The Officers of the Company have little experience in managing
companies similar to the Company and shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholder,
in accomplishing the business purposes of the Company. It is not
anticipated that any outside consultants or advisors will be utilized by
the Company to effectuate its business purposes described herein. However,
if the Company does retain such an outside consultant or advisor, any cash
fee earned by such party will need to be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which
to pay such obligation. There have been no contracts or agreements
with any outside consultants and none are anticipated in the
future.
The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life. It is impossible to predict at
this time the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar
terms and conditions. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
<PAGE>
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors
of the Company may personally meet with management and key personnel,
may visit and inspect material facilities, obtain analysis of
verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial resources
and management expertise. The manner in which the Company participates
in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the
management of the opportunity and the relative negotiation strength of
the Company and such other management.
With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company
acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders.
<PAGE>
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 1934 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
The Company does not intend to make any loans to any prospective
acquisition or merger candidates or to unaffiliated third parties.
The Company may make loans only to prospective acquisition or merger
candidates only when such fund is available, the Company has entered
into an acquisition or merger agreement and making a loan to the
acquisition or merger candidate is beneficial to the Company. The
criteria that will be used in determining whether to make loans is
the availability and the need of cash by the acquisition or merger
candidate in order to complete the acquisition or merger. The loan
may be either secured or non-secured depending on the result of
negotiation and there is no limitations as to the amounts that may
be loaned.
<PAGE>
The Company does not intends to provide the Company's security
holders with any complete disclosure documents, including audited
financial statements, concerning an acquisition or merger candidate and
its business prior to the consummation of any acquisition or merger
transaction.
COMPETITION
The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.
<PAGE>
IITEM 2. DESCRIPTION OF PROPERTY.
The Company's headquarters includes approximately 2,000 square
feet and are located at 1922 North Bedford Avenue, Evansville, IN
47711. These offices are provided by Aaron Tsai, President of the
Company, and are shared with Aimex Camera Inc., Aimex Camera Corp.,
Aimex International Corporation and its subsidiaries, MAS Financial
Corp. and other non-active companies owned and controlled by Aaron
Tsai. The Company pays no monthly rent. Aimex Camera Inc.'s lease
expires on November 30, 1997. The Company has an understanding with
Aimex Camera Inc. that the Company can use its current and future
office space without any cost until the Company acquire or merger
with another company. Management believes that new office space can
be located in the event that Aimex Camera Inc. no longer occupys its
current office space and did not obtain any new office space.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the fourth quarter of the calendar
year covered by this report to a vote of security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market Information.
There is not market for the Company's securities.
(b) Holders.
As of December 31, 1996, there were approximately 1 holder of
the Company's Common Stock.
(c) Dividends.
The Company has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends on
the Common Stock in the foreseeable future. The Company intends
to retain any earnings which it may realize in the foreseeable
future to finance its operations. Future dividends, if any, will
depend on earnings, financing requirements and other factors.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in conjunction with the
information contained in the financial statements of the Company
and the Notes thereto appearing elsewhere herein.
Results of Operations - July 31, 1996 (Inception) through December 31, 1996.
The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7.
There have been no operations since incorporation.
Liquidity and Capital Resources.
The Company issued 8,500,000 shares of its Common Stock.
The Company has no operating history and no material assets. The Company
has $-0- in cash as of December 31, 1996.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
<TABLE>
<CAPTION>
(1) Financial Statements Page
<S> <C>
Report of Independent Auditors F-1
Balance Sheet at December 31, 1996 F-2
Statements of Operations for the
period ended December 31, 1996 F-3
Statements of Cash Flows for the
period ended December 31, 1996 F-4
Statements of Stockholders' Equity for
period ended December 31, 1996 F-5
Notes to Financial Statements F-6
</TABLE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
MAS Acquisition I Corp.
We have audited the accompanying balance sheet of MAS Acquisition I
Corp. (a development stage Company) as of December 31, 1996, and the
related statements of operations, stockholder's equity, and cash
flows for the period from July 31, 1996 (date of inception) to
December 31, 1996. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a resonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MAS
Acquisition I Corp. (a development stage Company) as December 31,
1996 and the results of its operations, and its cash flows for the
period from July 31, 1996 (date of inception) to December 31, 1996 in
conformity with generally accepted accounting principles.
/s/ Winter, Scheifley & Associates, P.C.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
December 31, 1996
F-1
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Balance Sheet
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Total current assets $ -
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
Commitments and contingencies
Stockholder's equity:
Preferred stock, $.001 par value
20,000,000 shares authorized
none issued or outstanding -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,500,000 shares issued and
outstanding 8,500
Deficit accumulated during the
development stage (8,500)
$ -
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Statement of Operations
For the Period From Inception (July 31, 1996) to December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Revenue $ -
Costs and expenses:
General and Administrative 8,500
Net loss $ (8,500)
=========
Per share information:
Weighted average number
of common shares
outstanding 8,500,000
=========
Net loss per share $ (.00)
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (July 31, 1996) to December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Cash Flows from Operating Activities: $ (8,500)
Net loss
Adjustments to reconcile net loss to
net cash used in operating activities:
Issuance of common stock for services 8,500
Total adjustments 8,500
Net cash provided by (used in) -
operations ---------
Cash flow from investing activities:
Net cash provided by (used in)
investing activities -
---------
Cash Flows From Financing activities:
Net cash provided by (used in)
financing activities -
---------
Net increase (decrease) in cash and
cash equivalents -
Beginning cash and cash equivalents -
Ending cash and cash equivalents $ -
=========
Supplemental cash flow information:
Cash paid for: Income taxes $ -
Interest $ -
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
For the Period from July 31, 1996 (Inception) through
December 31, 1996
<TABLE>
<CAPTION>
Deficit Accumulated
During the Development
Common Stock Stage Total
-------------------- ------------- ----------
Shares Amount
--------- --------
<S> <C> <C> <C> <C>
Shares issued at inception
for services at $.001
per share 8,500,000 $ 8,500 $ - $ 8,500
Net loss for the period - - (8,500) (8,500)
---------- --------- -------- ---------
Balance December 31,
1996 8,500,000 $ 8,500 $ (8,500) $ -
========= ======== ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Notes to Financial Statements
Note 1. ORGANIZATION
The Company was incorporated on July 31, 1996, in the State of Delaware. The
Company is in the development stage and its intent is to locate suitable
business ventures to acquire. The Company has had no significant business
activity to date and has chosen December 31, as a year end.
SIGNIFICANT ACCOUNTING POLICIES
Net loss per share
The net loss per share is computed by dividing the net loss for the period by
the weighted average number of common shares outstanding for the period. Common
stock equivalents are excluded from the computation as their effect would be
anti-dilutive. Shares issued at inception are considered to be outstanding for
the entire period presented.
Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
Note 2. STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value common
stock for services valued at their fair market value of $8,500.
Note 3. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the periods in which the temporary differences are expected to
reverse. The deferred tax asset related to the operating loss carryforward has
been fully reserved.
The Company currently has net operating loss carryforwards aggregating
approximately $8,500 which expire in 2011.
F-6
<PAGE>
ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS.
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning
each of the Company's directors and executive officers:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
Aaron Tsai 29 Chairman of the Board, President, Chief
Executive Officer, and Treasurer
John Tsai 27 Vice President and Director
Chia-Lun Tsai 51 Vice President and Director
</TABLE>
Aaron Tsai has served as President, Chief Executive Officer,
Treasurer and as a Director of the Company since inception. Mr. Tsai
is the President, Chief Executive Officer and a Director of Aimex
International Corporation, a computer company, since December 1995.
Mr. Tsai is the Chief Executive Officer and a Director of Aimex Camera
Inc., a photographic company, and has been with Aimex Camera Inc. since
November 1990. Mr. Tsai is the President and a Director of Aimex
Camera Corp., a photographic company, since December 1996. Mr. Tsai is
the President and a Director of MAS Financial Corp., an investment
banking firm, since August 1995. Mr. Tsai is an officer and director of
various inactive companies some of which are seeking merger or acquisition
opportunities and restaurants owned and operated by Mr. Chia-Lun Tsai.
John Tsai has been Vice President and a Director of the Company
since inception. Mr. Tsai is a Director of Aimex International Corporation
since December 1995. Mr. Tsai is the President and a Director of Aimex
Camera Inc., and has been with Aimex Camera Inc. since November 1990.
Mr. Tsai is a Director of Aimex Camera Corp. since December 1996. Mr. Tsai
is a Director of MAS Financial Corp. since August 1995. Mr. Tsai is an
officer and director of various inactive companies some of which are
seeking merger or acquisition opportunities.
Mr. Chia-Lun Tsai has served as Vice President and a Director of the
Company since inception. Mr. Tsai is Vice President and a Director of Aimex
International Corporation since December 1995. Mr. Tsai is a Director of
Aimex Camera Inc. since November 1990, MAS Financial Corp. since August
1995 and Aimex Camera Corp. since December 1996. Mr. Tsai is owner and
manager of Hunan Restaurant of Indiana, Inc. and Hunan Restaurant of Boonville,
Inc. Mr. Tsai was an owner and manager of Hunan Restaurant from 1986 until
1993. Mr. Tsai is an officer and director of various inactive companies
some of which are seeking merger or acquisition opportunities.
<PAGE>
The inactive companies that all of the Company's Officer and Director is
serving as an officer or a director are Multi Access System, Inc., MAS
Acquisition II Corp., MAS Acquisition III Corp., MAS Acquisition IV Corp., MAS
Acquisition V Corp., MAS Acquisition VI Corp., MAS Acquisition VII Corp., MAS
Acquisition VIII Corp., MAS Acquisition IX Corp., MAS Acquisition X Corp., MAS
Acquisition XI Corp., MAS Acquisition XII Corp., MAS Acquisition XIII Corp.,
MAS Acquisition XIV Corp., MAS Acquisition XV Corp. and MAS Acquisition XVI
Corp.
Mr. Chia-Lun Tsai is the father of Mr. Aaron Tsai and Mr. John Tsai.
The Officers and Directors identified in above table are the Company's
only promoters.
<PAGE>
ITEM 10. EXECUTIVE CPMPENSATION.
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the
Company, nor have they received such compensation in the past.
They all have agreed to act without compensation until authorized
by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation
of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be
paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on
such transaction. Therefore, as a practical matter, if each member
of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company.
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
The Company plans to compensate Aaron Tsai, President of the
Company between 800,000 to 1,500,000 shares of Common Stock of the
Company for his services in connection with completion of an
acquisition or merger. The Company does not intend to compensate any
other Officers and Directors of the Company or consultants in
connection with completion of an acquisition or merger in any form
other than in form of Common Stock to the President of the Company
and in form of finders fee to the consultant(s).
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
PRINCIPLE STOCKHOLDERS
The following table sets forth certain information as of December
31, 1996 regarding the beneficial ownership of the Company's Common
Stock by (i) each stockholder known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, (ii)
by each Director and executive officer of the Company and (iii) by
all executive officer and Directors of the Company as a group. Each
of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Owned Shares owned
<S> <C> <C>
Aaron Tsai (1) 8,500,000 100%
c/o MAS Acquisition I Corp.
1922 North Bedford Avenue
Evansville, IN 47711
MAS Financial Corp. 8,500,000 100%
1922 North Bedford Avenue
Evansville, IN 47711
John Tsai 0 *
c/o MAS Acquisition I Corp.
1922 North Bedford Avenue
Evansville, IN 47711
Chia-Lun Tsai 0 *
c/o MAS Acquisition I Corp.
1922 North Bedford Avenue
Evansville, IN 47711
All Directors & Officers 8,500,000 *
as a group (3 persons) (1)
</TABLE>
* Less than 1%
(1) Includes all shares held by MAS Financial Corp., a company
controlled by Mr. Aaron Tsai.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
<PAGE>
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) Financial Statements are contained in Item 7.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
(c) Exhibits.
(3.1) Articles of Incorporation as filed with the Form
10-SB Registration Statement on September 4, 1996.
(3.2) Bylaws of the Company as filed with the Form
10-SB Registration Statement on September 4, 1996.
(4) Specimen Stock Certificate as filed with the Form
10-SB Registration Statement on September 4, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MAS ACQUISITION I CORP.
Date: April 21, 1997
By: /s/ Aaron Tsai
----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
Date: April 21, 1997
By: /s/ Chia-Lun Tsai
_________________________________
Chia-Lun Tsai
Vice President and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at December 31, 1996 and the Statement of Operations for the
year ended December 31, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (8,500)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,500)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
