SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
[ ] 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: 000-26611
ENDLESS YOUTH PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Nevada 93-215736
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Stamford Financial, Stamford Financial Building, Stamford, NY 12167
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(Address of Principal Executive Offices)
(607) 652-3311
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Registrants telephone number
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements by
reference in Part III of this Form 10-KSB or any amendment to the Form 10-KSB.
[ ]
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 [ ]
State registrant's revenues for its most current fiscal year $680,466
As of October 12, 2000, the aggregate value of the registrant's voting stock
held by non-affiliates was $1,041,270 (computed by multiplying the last reported
sale price on October 12, 2000 by the number of shares of common stock held by
persons other than officers, directors or by record holders of 10% or more of
the registrant's outstanding common stock. This characterization of officers,
directors and 10% or more beneficial owners as affiliates is for purposes of
computation only and is not an admission for any purposes that such person are
affiliates of the registrant).
At October 12, 2000, 3,304,078 shares of Common Stock were outstanding, which is
the registrant's only class of common stock.
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PART III
Item 9. Directors, Executive Officers, Promoters, Control Persons and Compliance
with Section 16(a) of the Exchange Act of the Registrant.
Set forth below are the names and other relevant information regarding
the Company's sole director and executive officer as of October 12, 2000:
Commencement
of Term of
Name Age Position Office
---- --- -------- ------
Edward Shah 32 President, Treasurer June 1, 2000
Secretary and Director
Edward Shah assumed the role of President, Treasurer, Secretary and
sole director following the resignation of Neal Wallach, the Company's founder,
on June 1, 2000. Mr. Shan, a citizen of the United Kingdom, has, since 1985,
been principally engaged as an accountant throughout Europe and the Middle East
with Shah and Associates. Mr. Shah attended Bilborough College, Trinity, and
London School of Economics. Mr. Shah will serve until his successor is elected
at the next annual meeting of shareholders.
Under the Company's bylaws, all directors serve for a term of one year
and until their successors are duly elected. All officers serve at the
discretion of the Board of Directors. None of the Company's directors is a
director of any other company with class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, or of any company
registered under the Investment Company Act of 1940, as amended.
Mr. Shah and the Sababerg Foundation will each file a Form 3, initial
statement of beneficial ownership under Section 16(a), late.
Item 10. Executive Compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid or distributed
during the fiscal years ended June 30, 1998, 1999 and 2000 for services rendered
by the Chief Executive Officer of the Company:
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<TABLE>
<CAPTION>
ANNUAL COMPENSATION
ALL OTHER
NAME AND PRINCIPAL AWARDS OF COMMON UNDERLYING
POSITION YEAR SALARY (2) BONUSES STOCK OPTIONS COMPENSATION(2)
-------- ---- ---------- ------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Neal K. Wallach,
Chairman and Chief
Executive Officer (1) 1998 $ 96,000 -0- 200,000(3) $11,500
1999 $ 120,000 -0- 200,000(3) $17,500
2000 $ 125,000 -0- -0- $18,139
Edward Shah,
Chairman and Chief
Executive Officer (4) 2000 $ -0- -0- -0- $ -0-
--------
</TABLE>
(1) Resigned June 1, 2000.
(2) Includes stock received in lieu of salary.
(3) Represents car allowance and medical insurance premiums paid by the
Company.
(4) Assumed office June 1, 2000.
No other annual compensation, stock appreciation rights, long-term
restricted stock awards, or long-term incentive plan payouts were awarded to,
earned by or paid to the named executive officer during any of the Company's
last three fiscal years.
EMPLOYMENT CONTRACT
In July 1996 the Company entered into an employment agreement with Neal
K. Wallach which was terminated on June 1, 2000.
1996 STOCK OPTION PLAN
In July 1996 the Company adopted the 1996 Stock Option Plan to provide
for the grant of incentive and non-qualified stock options to selected
employees, officers and directors. The Plan was amended as of June 2, 1999 to
increase the number of shares available thereunder. The Plan currently allows
for the issuance of options to purchase up to 1,250,000 shares of common stock.
The vesting schedule of the Plan allows for the exercise of a portion of the
options granted beginning after one year with full exercisability of all options
granted not more then ten years after the date of grant. As of June 30, 2000,
options to purchase 240,000 shares of common stock had been exercised, and
options to purchase 470,000 shares of common stock were outstanding at an
average exercise price of $1.11 per share. As of June 30, 2000, 940,000 shares
of common stock were available for future grants under the Plan.
OPTION GRANTS AND EXERCISES
During the year ended June 30, 2000, there were no options granted or
exercised under the 1996 Stock Option Plan.
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DIRECTOR COMPENSATION
Directors are not paid any cash compensation for serving on the board.
Directors who are not officers or employees of the Company are eligible to
receive grants of non-qualified options under the Company's 1996 Stock Option
Plan. No such grants were made during the fiscal year ended June 30, 2000.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following information with respect to the outstanding shares of the
Company's common stock beneficially owned by (i) each director of the Company,
(ii) the chief executive officer, (iii) all beneficial owners of more than five
percent of common stock known to the Company and (iv) the directors and
executive officers as a group, is furnished as of October 12, 2000, except as
otherwise indicated.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (1)
The Sababerg Foundation 1,041,270 32%
c/o Joel Schonfeld
Schonfeld & Weinstein LLP
63 Wall Street, Suite 180
New York, NY 10005
Edward Shah -0- --
Endless Youth Products, Inc.
Stamford Financial Building
Stamford, NY 12167
All Officers and Directors as a
Group(one person) -0- --
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(1) Unless otherwise indicated below, each director, executive officer and
five percent shareholder has sole voting and investment power with
respect to all shares beneficially owned.
Item 12. Certain Relationships and Related Transactions.
On June 30, 1996, Neal K. Wallach entered into a license agreement with
the Company pursuant to which he licensed to the Company the rights to the
trademarks "Endless Youth," "Power Certified," "Anti-Aging Formulations" and
"Life is SupHerb." The license was terminated in June 2000. Mr. Wallach receives
a royalty equal to three percent of the Company's gross sales, with a guaranteed
annual minimum of $50,000. Mr. Wallach is also entitled to receive 40 percent of
the gross revenues of any sublicense by the Company. During the fiscal year
ended June 30, 2000 Mr. Wallach received $365,772 on account of the license of
which $29,000 was a license fee earned in April 1999 which was unpaid at June
30, 1999.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
EXHIBIT NO. DESCRIPTION
3.1* Articles of Incorporation, as amended.
3.2* Bylaws.
10.1* License Agreement dated as of June 30, 1996 between the Company and
Neal Wallach.
10.2* Letter Agreement dated as of March 17, 1998 between Vendor Services and
Neal K. Wallach, as amended by a First Amendment dated as of December
28, 1998, and a Second Amendment dated March 19, 1999.
10.3* Agreement dated December 1, 1997 between the Company and Schulberg
Media Works, Inc. and letter agreement amending such agreement dated
March 11, 1998.
10.4* Agreement dated January 21, 1999 between the Company and Infomercial
Development Services, Inc.
10.5* Amended and Restated Employment Agreement dated as of June 2, 1999
between Neal K. Wallach and the Company.
10.6* 1996 Stock Option Plan.
10.7* Amendment No. 1 to Stock Option Plan.
10.8* Amendment No. 2 to Stock Option Plan.
10.9* Consulting Agreement dated August 4, 1997 between the Company and James
Hembree.
10.10* Amendment No. 1 to Hembree Consulting Agreement.
10.11* Consulting Agreement dated June 25, 1999 between the Company and The
Investor Relations Company Limited.
10.12* Stock Warrant Agreement dated June 14, 1999 between the Company and The
Investor Relations Company Limited.
10.13* Letter, dated January 27, 1999, from Company to Brian Kelly, regarding
financing for Le Solution Derma System.
10.14* Agreement, dated October 1, 1997, between the Company and Leonard
Sands.
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10.15* Amendment, dated September 24, 1999, to Agreement between the Company
and Vendor Services, Inc.
10.16* General Mutual Release and Settlement Agreement, dated July 7, 1999,
between the Company and Sun Ten Laboratories.
11.1** Statement re: calculation of per-share earnings.
27.1** Financial Data Schedule.
*Previously filed as an exhibit to the Company's Form 10-SB, as amended. **Filed
as an exhibit to the Company's From 10-KSB Report for the year ended June 30,
2000.
(b) Reports on Form 8-K
Form 8-K report dated June 7, 2000.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this amended 10-KSB report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ENDLESS YOUTH PRODUCTS, INC.
Date: October 30, 2000 By: /s/ Edward Shah
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Edward Shah, Chief Executive Officer
and Sole Director
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