RICHARD I. ANSLOW & ASSOCIATES
4255 Route 9, Suite D
Freehold, New Jersey 07728
September 9, 1999
Mr. William Friar
Senior Financial Analyst
United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W., Mail Stop 4-8
Washington, D.C. 20549
RE: ANDERSON COMPUTERS/TIDALWAVE CORP.
AMENDMENT TO FORM 10-SB
FILED MAY 25, 1999
FILE # 0-26187
Dear Mr. Friar:
We are in receipt of your letter dated August 16th, 1999
regarding the above reference and the following are my
responses:
(1) Proofread the document to correct for grammatical and
spelling inaccuracies. These inaccuracies make the
current document difficult to follow.
The Form 10-SB has been edited to correct the grammatical
and spelling inaccuracies.
Business of the Company - page 1
- --------------------------------
(2) This is intended to be a factual document as opposed
to a sales document used to tout your products and services.
Please remove all sales and promotional language like that
found in the first and second sentences of the second
paragraph on page 2.
All sales and promotional language have been removed from
the Form 10-SB.
(3) Limit your discussion to material issues related to
the company. We note, for example, that your discussion
beginning with the word "Sometimes," towards the bottom of
page 2, contains extraneous information about consumer
preferences not directly related to your business
operations. In addition, information, like your discussion
why the company chooses to outsource, is not directly
relevant to your disclosure. The relevant fact is that you
outsource, and from that point, the rest of the discussion
becomes extraneous. To this extent, remove the rest of the
paragraph beginning with the word "Sometimes," and
abbreviate discussion where they contain lengthy
descriptions of your business operations.
On Page 3, all extraneous information regarding the
Company's outsourcing has been removed from the Form 10-SB.
(4) Consider adding subheadings to this section so that
potential investors can easily find descriptions on your
acquisitions, current business operation, competition, etc.
Subheading have been added to the Form 10-SB so that
potential investors can easily locate information on
acquisitions, business operations, competition, etc.
(5) On page 6, remove the phrase "This allows for
seamless and smooth closing for mortgage loans..." and other
intensifiers and descriptive language that embellishes on
your operations. In the alternative, provide the staff with
concrete evidence justifying this and other like statements.
On Page 6 of the Form 10-SB, the phrase "This allows for
seamless and smooth closing for mortgage loans throughout
the State of Florida" has been deleted.
Future Business - page 6
- ------------------------
(6) Reposition this section to Management's Discussion
and Analysis. The business section is intended to be a
descriptive disclosure of business operations, where MD&A is
for known trends and management beliefs. See item 101 and
303 of Regulation S-B.
This section regarding the future business of the Company
has been repositioned in the Management Discussion and
Analysis.
(7) Remove the first full paragraph on page 7 or advise
the staff why a general description of mortgage closings is
material to this document.
The first full paragraph on Page 7 has been removed from the
Form 10-SB.
(8) Name the two mortgage companies currently in
negotiations with Tidalwave.
My client requests confidential treatment regarding the disclosure of the
two mortgage companies.
(9) We note the statement on page 8 that you are going
to change your name and symbol. Please advise us when and
how you are going to revise your public disclosures to
insure there is broad dissemination of these changes.
The Company will issue a press release to insure there is
broad dissemination of changes to the name and symbol. In
addition, these changes will take place upon the completion
of the purchase of a mortgage company at which time the
Company will file its 8-K with the SEC which will further
cause to disseminate such information.
Description of Property - page 14
- ---------------------------------
(10) Include the address, if known, of your new, leased
space in Coral Springs.
The address of the new leased space is 210 University Drive
#206, Coral Springs, Florida 33071.
Directors, Executive Officers, Promoters, and Control
Persons - page 16
- ------------------------------------------------------
(11) Remove the last sentence of Mr. Kline's biography or
advise the staff on the veracity of the statement that he
developed a "risk free" investment formula for stocks traded
on the New York Stock Exchange.
The words "risk free" have been removed from Mr. Kline's
biography.
Item 14 - Changes in and Disagreements With Accountants -
page 25
- --------------------------------------------------------
Prior Comment 39
- ----------------
(12) State the date the new accountant was engaged in the
first paragraph. See Item 304(a)(2) of regulation S-B. (A)
The first paragraph has been revised to state that the date
the new accountant was engaged was April 26, 1999.
Report of the Independent Accountant
- ------------------------------------
Prior Comment 44
- ----------------
(13) Confirm that the former auditor has authorized the
use of their report on the company's financial statements as
contained in the EDGAR filing. (A)
Exhibit 16 to Amendment No. 2 to Form 10-SB contains a
letter from the former accountant authorizing the use of
their report on the Company's financial statement.
Exhibit 16 - Letter from the former auditor
- -------------------------------------------
Prior Comment 42
- ----------------
(14) Because the former auditor's report on the company's
financial statements was filed with the amended registration
statement, please have the former auditor update its letter
to remove the restriction from using its audit report. (A)
Exhibit 16 to Amendment No. 2 to Form 10-SB contains a
letter from the former accountant removing the restriction
from using its audit report.
(15) If the former auditor has not authorized the use of
their report in the registration statement, the company does
not have two years of audited financial statement as
required by Item 310(a) of the Regulation S-B. (A)
Exhibit 16 to Amendment No. 2 to Form 10-SB contains a
letter from the former auditor authorizing the use of its
report in the registration statement and therefore the
Company has provided audited financial statements as
required by Item 310(a) of the Regulation S-B.
(16) The letter from the former auditor does not meet the
requirements of Item 304 of Regulation S-B. File a revised
letter at Exhibit 16 which states agreement or disagreement
with the disclosures under Item 14 of the Form 10-SB. (A)
The revised letter has been added to Exhibit 16 which states
agreement with the disclosures under Item 14 of the form 10-
SB.
Stock Issued for Services
- -------------------------
Prior Comment 46
- ----------------
(17) Please expand your response to prior comment 46 to
explain how the accounting for the stock issued to employees
and others meet the requirements of SFAS 123. Provide a
chronological schedule of each stock issuance including the
recipient, number of shares the market value, the value
assigned, and how these values were determined. See
paragraph 6 of SFAS 123. (A)
Listed below is a chronological schedule of each stock
issuance including the recipient, number of shares, market
values and value assigned.
<TABLE>
<S> <C> <C> <C> <C>
Date Number of Market Value
Issued Recipient Shares Issued Value Assigned
- --------- ------------- ------------- -------- ---------
January 21, 1999 Robert Dumas 1,050,000 $491,400 $245,700
Consulting services
March 2, 1999 Richard I. Anslow 25,000 3,750 $25
Legal services
</TABLE>
The common shares issued to Robert Dumas were valued at 50%
of market value to reflect Rule 144 restrictions, lack of
marketability on such a large block of shares and the
potential to significantly reduce stock price should such
large block of shares be placed on the stock market. In
addition, this value was more representative of the value of
the services rendered.
The common shares issued to Richard I. Anslow were valued at
par. These shares were a form of payment for legal services
rendered to be paid mostly in cash.
Note 8 - Subsequent Events - page 53
- ------------------------------------
(18) Please update these disclosures for recent events.
In particular, disclose the transactions with Citizens
Title Services, Inc. Indicate the terms of the transactions
such as, how much you paid in cash and/or common stock, how
you valued the common stock issued and received and how you
accounted for the transaction. See paragraph 17 of APB 18.
(A)
The disclosures have been updated in the financial
statements to account for recent events, including the
transaction with Citizen's Title Services, Inc..
(19) Disclose summarized financial information of
Citizens Title Services, Inc. for the most recent period in
the financial statements. (A)
Citizen's Title Services, Inc. compiled financial statements
for the last two (2) years have been added to Amendment No.
2 to the Form 10-SB.
(20) Please provide the financial statements required by
Item 310(c)(i) of Regulation S-B for the interest acquired
or to be acquired in Citizens Title Services, Inc.
The Citizen's Title Services, Inc. financial statements have
been added to Amendment No. 2 to the Form 10-SB. At this
time, the Company has only purchased 4.9% of Citizen's Title
Services, Inc. Upon the completion of the acquisition of
the additional 20.1%, the company will file the Form 8K
within the timing provisions established by the SEC.
Very truly yours,
RICHARD I. ANSLOW & ASSOCIATES
By:/s/ Richard I. Anslow
- ---------------------------
RICHARD I. ANSLOW
RIA/tp
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 2 TO
FORM 10-SB
------------------
Pursuant to Section 12(b) or 12(g)
of The Securities Exchange Act of 1934
ANDERSON COMPUTERS/TIDALWAVE CORP.
(Exact name of Registrant as Specified in its Charter)
Florida 65-0693777
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1831 N.E. 45th Street, Fort Lauderdale, Florida 33308
(Address of Principal (Zip Code)
Executive Offices)
(954) 255-6753
(Registrant's telephone number, including area code)
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, par value $.001 per share
(Title of Class)
FORM 10-SB REPORT INDEX
Item No.Page No.
- ---------------
Item 1.Description of Business...................... 1
Item 2.Management's Discussion and Analysis
or Plan of Operation.................................4
Item 3.Description of Property.......................5
Item 4.Security Ownership of Certain Beneficial
Owners and Management................................6
Item 5.Directors, Executive Officers, Promoters and
Control Persons......................................7
Item 6.Executive Compensation........................9
Item 7.Certain Relationships and Related
Transactions........................................10
Item 8.Legal Proceedings............................11
Item 9.Market for Common Equity and Related
Stockholder Matters.................................11
Item 10.Recent Sales of Unregistered Securities.....12
Item 11.Description of Securities...................14
Item 12.Indemnification of Directors and Officers...15
Item 13.Financial Statements........................16
Item 14.Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure..............16
Item 15.Financial Statements and Exhibits...........17
Item 1. Description of Business
THE COMPANY
Anderson Computers/Tidalwave Corp., a publicly traded,
Florida Corporation (Hereinafter the "Company") was
incorporated on April 17, l996. It was initially organized
for the purpose of targeting profitable companies that could
eventually be acquired. The Company would acquire all or
part of the outstanding and issued stock or assets of the
targeted companies. This would happen following extensive
due diligence by the Company, and the signing of a purchase
agreement by both parties, which have products or services
that primarily use or could use the Internet as a vehicle
for profit. The Company's strategy is based on the fact that
the Internet marketplace is growing at a rapid pace and the
timing is right to purchase companies that are currently
engaged in the business of manufacturing and marketing
services over the Internet or products or product or
services that can eventually be marketed over the Internet.
BUSINESS OF THE COMPANY
Past and Present Business
The Company has been involved with the business of providing
technical support and training for computers and software
users. In addition, it has provided developmental help to
individual customers as well as small businesses in
designing and configuring computers and computer systems.
This includes home systems consisting of a computer,
monitor, printer and software as well as POS (Point of
Sales) systems for small businesses, and setting up
management software as well as trouble shooting current
and future hardware and software applications for small
businesses in developing computer networks and software that
will allow these small businesses to run more efficiently.
The Company also provides other business related services
and products such as POS software, cash drawers, and receipt
printers for small businesses, which combine state of the
art techniques related to the design, development, marketing
and implementation of computer equipment and/or related
products and/or services.
The Company has been in the business of supplying and
furnishing: (1) the services of technical and specialized
personnel to inspire confidence in it's customers and
potential customer's; and (2) equipment, instruments,
devices, appliances, and parts in connection with all
related forms whether mechanical, electrical, or otherwise
including products under development.
The Company is a reseller of customized state of the art
computers on the Internet. The Company's computers use
only the most up to date computer parts to ensure each
computer is Y2K compliant. The Company introduced its own
line of personal computers under the brand name "Tidalwave".
Tidalwave Computers are top quality, affordable,
pre-assembled computers pre-configured with software and are
built to meet the special needs of individuals such as voice
recognition software and/or video conferencing, learning
software for children such as interactive encyclopedias or
educational games, or software for home use such as
spreadsheets, word processing, and financial applications.
Some schools require internet access, educational software,
and/or network/LAN cards and businesses needing large hard
drives and tape or CD back-up as well network/LAN cards and
more advanced office software such as Microsoft Office or
Windows NT.
Tidalwave PC's capitalize on the following technologies:
inexpensive, top quality Pentium Microprocessors, hottest
brand name components such as the fastest up to date Intel
Pentium Processors, largest capacity hard drives, the
fastest CD-ROM or CD-ROM/DVD drives and modems, PC centric
operating systems such as Microsoft Windows 98 and NT,
mini-tower and desk-top PCs, and software and multimedia
applications. There are three models of Tidalwave Computers.
All models are powerful enough to run all IBM compatible
software applications on the market. The three models of
Tidalwave Mini-Tower or Desk-top Computers offered are the
Value line which starts under $600, the Surf line which
starts under $800, and the Tsunami line which starts at
approximately $1,100. The Company is able to offer such
competitive prices because of its low overhead. In 1996 and
1997, Tidalwave Computers were 10% to 20% lower in price
then comparable brands such as Dell, Gateway, and Micron.
In 1998 and 1999 prices of computers have become extremely
competitive. The Company's prices in these competitive
times can be 1% to 5% less then it's competitors. Sometimes
the Company's computers are slightly more expensive then
it's competitors but the Company has seen that it's
customers are willing to pay a little more for personalized
friendly service. Others like the availability of the
option to design their own computer systems, and with the
Company's willingness to order special parts the other
computer companies will not. Customers don't have to use
the configurations offered in the Value, Surf, or Tsunami
lines; they can just be used as examples. The Company feels
that most second time computer buyers customize the
computers they order with the type of equipment they
specifically want. The Company uses parts in each Tidalwave
Computer from manufacturers such as Intel, US Robotics,
Microsoft, Western Digital, Seagate, Diamond, Matrox, ATI,
and more - there are hundreds of manufactures to choose
from. The Company has even had to special order parts for
it's most high technology conscious customers looking for
those "hot" products which they have read about in magazines
but that have not hit the shelves of the local computer
stores yet.
In addition to it's lines of Tidalwave Computers, the
Company is involved in the sales of name brand mini-towers
systems, notebook computers, surge protectors and power
supplies, scanners, software, and other types of computer
equipment from manufacturers such as AST, APC, Digital,
Intuit, Microsoft, NEC, Toshiba, Tripp Lite and many more.
In addition, the Company sells major brands of monitors
such as CTX, Hitachi, MAG Innovision, Mitsubishi, NEC,
Panasonic, Sony, Viewsonic, printers such as Cannon, Epson,
Hewlett Packard, and Okidata, scanners from Hewlett Packard,
and 3Com Palm Pilots.
The Company, prior to its joint venture agreement with Micro
Doctor, Inc., purchased all of it's computers and computer
parts such as CPU's, modems, video cards, motherboards,
monitors, printers, memory, etc. from the computer
distribution channel. This distribution channel is made up
of computer distribution companies such as Ingram Micro,
Tech Data, D&H, ICG, as well as others. The Company
outsources their lines of Tidalwave Computers, which were
manufactured by several different companies. The Company
will only buy from manufacturers that have high-quality
control and the availability of additional technical support
if needed, including repair facilities. At this time the
Company still purchases product from the distribution
channel but limits this to replacement parts for past
Tidalwave Computers sold and only for small orders by
previous customers.
Current Business Operations
In 1998, the company aggressively began looking for
potentially profitable companies to acquire and later did a
few national press releases initiating a nation wide
acquisition program in which the Company was looking for
candidates in the computer hardware manufacturing,
distribution, and sales industry. The Company was
communicating with many potential candidates, and in October
1998 signed its first letter of intent with Computer Outlet
Center, Inc., a Nebraska-based Computer Manufacturer/VAR
(Value added Reseller). This acquisition was scheduled to
close sometime in December 1998 or January 1999, but
following an extensive due diligence period this acquisition
never closed.
The Company became an associate of Amazon.com and an
affiliate of Beyond.com in December of 1998. After getting
approval from both Amazon.com and Beyond.com of it's
corporate web-site, http://www.tidalwavepc.com., the term
"associate" was given to the Company by Amazon.com, and the
term "affiliate" was given to the Company by Beyond.com. The
Company was to use these terms when making reference to the
relationship between Amazon.com and the Company and
Beyond.com and the Company. The Company was given links
from Amazon.com and Beyond.com to place on its corporate
web-site, http://www.tidalwavepc.com, linking it to the
Amazon.com corporate web-site, http://www.amazon.com, and
the Beyond.com corporate web-site, http://www.beyond.com.
At this time the Company could start promoting the products
of Amazon.com and Beyond.com on its web-site and in press
releases. Periodically, Amazon.com and Beyond.com make news
as well as icons available for their affiliates and
associates to use in order to promote products and services
that they are offering. Amazon.com makes lists available on
it's most popular books and other products. Beyond.com makes
lists and advertisements of popular software titles
available to place on the Company's corporate web-site.
During the first Quarter of 1999, the Company determined
through market research that the computer hardware industry
was not where the Company's focus needed to be. Profits
started to diminish and the computer hardware industry
became very price competitive. The Company wanted to decide
during the next 6 months what it needed to do to move
forward in the coming months to capture and establish a
strong place on the Internet. The Company took a detailed
look into many different options and possible directions and
knew the Internet should be a big factor in establishing a
viable plan. Before this could happen, the Company felt it
needed to find a place for its computer customers as well as
a new manufacturer that could look over the Company's
current computer hardware sales business. This would give
the Company's management the time to go out and seek
potential acquisition candidates in an established field
that could use the Internet as a means to establish a
stronghold of business on the Internet for the next
millennium.
In March of 1999, the Company signed a joint venture
agreement with Micro Doctor, Inc. This joint venture
allowed the Company to link it's corporate web-site to Micro
Doctor, Inc.'s corporate web-site,
http://www.microdoctor.com, in order to allow the Company's
customers access to Micro Doctor, Inc.'s e-commerce
technology. This technology allows customers to choose from
a large variety of different internal computer parts when
placing an order for a custom made computer over the
Internet. These parts include the following: CPU,
motherboard, memory, video card, sound card, modem, and
hard drive. Using Micro Doctor, Inc.'s state of the art
software, customers can custom build and order their own
computers over the internet. Micro Doctor, Inc. is another
Internet based computer hardware reseller. Through this
joint venture agreement with Micro Doctor, Inc., the Company
is paid royalties based on sales of Tidalwave Computers by
Micro Doctor, Inc. Micro Doctor, Inc. is also in charge of
all of the manufacturing of Tidalwave Computers. These
computers are built on a per order basis. However, the
Company plans on making this part of its future business a
small focus of the Company and will only remain in this
market through it's interactive e-commerce corporate
web-site, http://www.tidalwavepc.com, with its joint venture
with Micro Doctor, Inc.
In April of 1999 the Company signed a joint venture with the
Virginia based Company, Cyblerlinkcom Corp. In this
agreement, the Company is able to offer through its
corporate web-site, http://www.tidalwavepc.com, internet
services, telecommunication services, internet-related
products, and internet access. Some of the products and
services the company offers though this joint venture with
Cyberlinkcom Corp. are web hosting, web design, web
promotion, web evaluation, URL submission, 1+long distance
phone service, calling cards, free e-mail, free web-sites,
internet access, and products such as the i-phone.
Acquisitions
At this time the Company decided the field that it wanted to
develop over the internet in the coming months was the
mortgage and mortgage services industry. In April of 1999,
the Company started talking with several mortgage and
mortgage services companies. In June 1999, the Company
signed a Letter of Intent with Mortgage Depot Online
Corporation. This acquisition has still not been finalized
with the signing of a definitive purchase agreement and the
Company is continuing to do further due diligence.
The Company signed a Purchase Agreement with Citizen's Title
Services, Inc. in June 1999. In this purchase agreement,
the Company acquired a 4.9% position in Citizen's Title
Service, Inc. through a stock swap. Citizen's Title
Services, Inc. is a fully automated title insurance agent
with offices in Fort Lauderdale, Florida and Melbourne,
Florida. Citizen's Title Services, Inc. has a network
infrastructure that allows for expansion of satellite title
offices communicating over a frame relay circuit. Citizen's
Title Services, Inc., did over $100 million dollars in loan
closings in 1998. The Company feels Citizen's Title
Services, Inc. is a key development for our entry into the
internet mortgage and related services industry.
In July, 1999, the Company signed a letter of intent with
Citizen's Title Services, Inc. to acquire an additional
20.1%. After the execution of a definitive purchase
agreement, the Company's holding in Citizen's Title
Services, Inc. will be 25%.
Future Competition
Although the Company believes it will be able to establish
and maintain a sizable market niche, competitors with
greater financial and human resources than the Company can
enter the Company's market with products and services
similar or identical to those of the Company. The Company
plans to enter into the growing Internet mortgage and
mortgage related industry in the coming months. The mortgage
banking industry is highly competitive. Citizen's Title
Services, Inc., as well as the mortgage companies with which
the Company is in negotiations, compete with other financial
institutions, such as mortgage bankers, commercial banks,
savings and loan associations, savings banks, credit unions,
loan brokers, and insurance companies in the production of
mortgage loans. The Company will compete principally by
offering loans with competitive features, by emphasizing the
quality of its service, and by pricing its range of products
at competitive rates. Most of the Company's competitors such
as E-Loan, QuickenMortgage, GetSmart, Mortgage.com, and
HomeShark will have financial resources that are
substantially greater than those of the Company. However,
through the planned acquisitions and strategic alliances,
the Company should be able to compensate for that
difference.
Item 2.Management's Discussion and Analysis or Plan of
Operation
Past and Present Business
Initially, our Company was involved in designing and
configuring customized computers and computer systems for
individuals and small businesses. In addition we began
selling computer hardware and software products such as
monitors, printers and scanners. Our Company also provided
computer and software technical support and training. In
July 1998, we introduced a line of affordable customized
personal computers under the "Tidalwave" brand name.
Tidalwave computers contain hardware components and software
from only the most well respected computer and software
manufacturers, including Intel, Diamond, Microsoft, and
Western Digital, and since only the most up to date parts
are used, all Tidalwave Computers are Y2K compliant. In
addition to our line of "Tidalwave" Computers, we sell other
name brand computers, peripherals, software, and computer
supplies from manufacturers such as AST, APC, Digital,
Intuit, Microsoft, NEC, Toshiba, Tripp Lite and many more.
All products are sold over the Company's corporate internet
web-site, http://www.tidalwavepc.com.
In December 1998, the Company became an associate of
Amazon.com and an affiliate of Beyond.com. This allowed the
Company to market products offered by both Amazon.com and
Beyond.com on our corporate web-site. Some products the
Company is able to offer though it's respective association
and affiliation are books, videos, software, and more.
In addition, the Company currently offers computer products
and services as well as Internet products and services over
its corporate web-site. The products offered are products
that the Company offers though joint venture agreements that
the Company entered into in April and March 1999 with
Cyberlinkcom Corp. and Micro Doctor, Inc., respectively.
The Company's joint venture with Cyberlinkcom Corp. allowed
it to market internet products and services such as web
hosting, web design, web promotions, free e-mail, Internet
access, and more. The Company's joint venture with Micro
Doctor, Inc. provided the Company's customers access to a
wider variety of personal and business solutions when
customizing their own Tidalwave Computers over the Internet.
This was made possible when the Company linked it's
corporate web-site to Micro Doctor, Inc.'s fully interactive
e-commerce corporate web-site.
In the second quarter of 1999, the Company was looking to
change directions in its Internet focus and general course
of business. In April 1999, the Company began talking to
several mortgage and mortgage service companies, as the
company decided that it would like to begin marketing
mortgage and mortgage services over the internet. In June
1999, the Company acquired 4.9% of Citizens Title Services,
Inc., a fully automated title insurance agent in Florida.
The Company feels this acquisition is an important step
towards realizing the Company's future plans.
The Company believes that the internet industry is prime for
consolidation. This consolidation would be derived through
a series of mergers, acquisitions, and joint ventures of
companies that can benefit by taking advantage of each
other's exclusive markets, by increasing their market share,
through combinations that eliminate duplication of
management, marketing, advertising, and overall financial
responsibilities.
The Company plans on quickly making the Computer and
Internet Services part of its future business a smaller
concern than it is now. The Company plans on only remaining
in this market though it interactive e-commerce corporate
web-site, http://www.tidalwavepc.com, with its joint venture
with Micro Doctor, Inc. and its joint venture with
Cyberlinkcom, Corp. During the next 12 months the Company
plans on changing its main focus, and to start aggressively
developing it's mortgage and mortgage services business over
the internet. The Company may eventually decide to sell
off the Computer and Internet Services portion of it
business by selling the right to it's joint venture
agreements along with its corporate web-site,
http://www.tidalwavepc.com, to another computer hardware
company.
The Company plans on signing a definitive purchase agreement
with Citizen's Title Services, Inc. based upon the letter of
intent to acquire an additional 20.1% that was signed in
July, 1999. The Company feels the definitive purchase
agreement will be signed by the end of September, 1999. The
Company plans on acquiring a minimum of an additional 15% in
Citizen's Title Services, Inc., increasing it's ownership to
at least 40% by December, 1999.
At this time the Company is still in its due diligence
period with Mortgage Depot Online Corporation and cannot say
at this time if this acquisition will make it to closing
with the signing of a definitive purchase agreement.
Currently, the Letter of Intent signed with Mortgage Depot
Online has expired. Once the Company knows for sure if this
acquisition will or will not happen, it will make a public
announcement.
The Company is currently in negotiations with two mortgage
companies and feels a Letter of Intent with both of these
companies will be signed during the next 30 to 90 days.
Both companies originate approximately 50 million dollars
per year in mortgage loans.
Mortgage loan origination involves the following: offering
mortgage loans at specified rates and fees; processing and
verifying loan applications; reviewing borrower credit;
appraised value and mortgage property title collectively
referred to as underwriting; and funding loans at closing.
Mortgage loan origination produces revenue through loan
application fees payable by the borrower when an application
is made as well as through loan origination and other fees.
After origination, depending on a particular mortgage
banker's strategy, the mortgage banker will either retain
the servicing rights with respect to the originated loans or
sell such servicing rights. Mortgage bankers generally sell
the underlying mortgages there by avoiding interest rate
risk associated with long term fixed rate instruments. The
making of a mortgage loan directly to a homeowner is
genera1ly referred to as "retail origination," while the
purchase of whole loans from mortgage brokers and other
retail originators is referred to as "wholesale
origination."
The Company anticipates that through the acquisition of
Citizen's Title Services, Inc. as well as several other
mortgages companies during the next 12 months, the Company
will do a minimum of 200 million dollars in loan closings
and mortgage originations per year. After the completion of
the acquisition of a larger stake in Citizen's Title
Service, Inc., as well as the partial or full acquisition of
another mortgage company, the mortgage and mortgage services
industry will become the key focus of the Company. Within
the next 60 days the Company plans on changing its name and
symbol to more accurately reflect the Company's future
direction.
Since the Company is acquiring established businesses, it
feels not more than $500,000 in new capital will be needed.
If additional capital is needed, the Company feels it will
have the ability to provide the companies they acquire with
capital through private placements. If additional capital
is raised, most of it if will be used for promotions,
software development, and lastly working capital.
Results of Operations
<TABLE>
<S> <C> <C> <C>
Fiscal Year Ended March 31 April 23(Inception)
1999 1998 to March 31, 1997
Gross Revenues $ 7,526 $44,360 $74,047
Cost of Revenues 5,352 41,678 73,001
Gross Profit 2,174 2,682 1,046
Selling & Administration 382,078 46,095 13,537
Depreciation 265 265 199
Income (Loss) from
Operations (380,169) (43,678) 12,690
Other Income
Interest 2,250 317 -
Commissions - - 28
</TABLE>
Our revenues decreased 83% in 1999 and 40% in 1998. Computer
sales decreased from 32 systems in 1997 to 22 systems in
1998 and 3 systems in 1999. Our gross margins increased,
however, from 1.4% in 1997 to 29% in 1999. The decrease in
revenues and increase in gross margins reflects the fact
that the Company has turned it's focus away from low-margin
computer hardware and software products in 1997 and part of
1998 to selling higher margin technical computer services in
1998 and 1999. Although our gross margins improved during
1999, the computer industry became very highly competitive.
As a result, sales suffered during 1999 as our focus was
again shifted from providing technical computer services and
selling computer products to aggressively seeking potential
acquisitions for financing and future expansion in
noncomputer related industries (see Future Outlook).
Selling and Administration
Selling and administration expenses increased 725% in 1999
and 242% in 1998. The increase in 1999 was primarily due to
1) hiring a marketing and public relations company to
increase exposure to public markets at a cost of
$99,750(agreement expired April 1999 but was replaced by a
similar agreement with another public relations company
expiring October, 1999); 2) development and maintenance of
our website at a cost of $6,900; and 3) hiring a finance and
management consultant to seek investors and potential
acquisitions as well as provide assistance in financial and
management matters at a cost of $245,700. The increase in
1998 was primarily due to $27,000 in management consulting
fees that were incurred.
Liquidity
Cash flow deficiencies from operations in 1999 continued to
be financed by common stock issuances and loans similar to
that in 1998. Cash received from common stock amounted to
$21,925 and $35,000 during 1998 and 1999, respectively.
Although our auditor included an explanatory paragraph with
regards to our ability to continue as a going concern in our
audited financial statements, we believe we can overcome his
concerns (See Future Outlook). Our consultant continues to
seek investors and in April 1999, an additional $6,000 was
received from common stock issuances. At the same time our
consultant continues to seek out potential mortgage related
acquisitions or possible joint ventures. In addition, we
have not had an opportunity to take advantage of our new
positions as an "associate" of Amazon.com and an "affiliate"
of Beyond.com by fully marketing these services to our
customers. As is also true with our newly signed joint
venture agreements with Cyberlinkcom Corp. and Micro Doctor,
Inc., the Company has not had a chance to market the
services that it can now offer through its recent 4.9%
acquisition in Citizen's Title Services, Inc.
Future Outlook
The computer hardware and software industry became very
price competitive and profits started to diminish. Market
research conducted during the first quarter of 1999
concluded that the Internet should remain our primary medium
for conducting business but that the computer hardware and
software industry should not be the Company's main focus.
The computer products and services and internet products and
services resale business will remain intact through our
agreement with Cyberlinkcom Corp. and Micro Doctor, Inc.,
but may eventually be sold.
In June 1999, we acquired 4.9% of Citizen's Title Services,
Inc. In July 1999, we signed a letter of intent with
Citizen's Title Services, Inc. to acquire an additional
20.1% and feel that we will sign a definitive purchase
agreement by the end of September, 1999. By December 1999,
we plan on acquiring a minimum of an additional 5% in
Citizen's Title Services, Inc. to bring our total holdings
to at least 40%. Citizen's Title Services, Inc. did over
$100 million dollars in loan closing in 1998. To date,
negotiations are still continuing with several mortgage and
mortgage services companies to become part of our Company.
The Company feels confident that it will sign a letter of
intent with one of these companies within the next 60 days,
followed soon thereafter by a purchase agreement. With
planned acquisitions through the issuance of common stock
and strategic alliances with other mortgage origination and
mortgage service companies, we are optimistic that our
Company will be profitable in the near future.
Item 3.Description of Property
The Company presently shares office space with a company
owned by Eric Anderson, a stockholder, located at 1831 NE
45th Street, Fort Lauderdale, Florida 33308. The office is
exclusively executive offices for businesses. No rent is
being charged to the Company. The Company anticipates
moving from this space within the next 30-90 days at which
time it will move it's headquarters to a leased space
located at 210 University Drive, #206, Coral Springs,
Florida.
Item 4.Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information as of
July 22, 1999 regarding the beneficial ownership of all of
the Company's outstanding common stock, par value $.001 per
share (the "Common Stock"), including such ownership by:
(i) each of the stockholders of the Company who own more
than five (5%) percent of the outstanding shares of Common
Stock; (ii) each director of the Company; and (iii) all
directors and executive officers of the Company as a group.
As of July 22, 1999, there were 21,872,198 shares of Common
Stock outstanding.
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature Percent of Class
Beneficial Owner (1) of Beneficial
Ownership (2)
Internet TV
Connector Corp. 2,370,515 Common Shares 10.84% Common Shares
Leon Kline 1,145,948 Common Shares 5.24% Common Shares
All directors and
executive officers as a
group (2 persons) 1,145,948 Common shares 5.24% Common Shares
</TABLE>
(1) The address of each person and entity named in the
above table is c/o the Company, 1831 NE 45th Street, Fort
Lauderdale, Florida 33308.
(2) The persons and entities named in this table have
sole voting and investment power with respect to all shares
of common stock reflected as beneficially owned by each.
Item 5. Directors, Executive Officers, Promoters and
Control Persons
Directors, Executive Officers, Promoters and Control Persons
of the Company and their ages are as follows:
Name Age Position
- ------------ ------- -------------------
Leon Kline 27 President,Treasurer,
Chief Executive
Officer and Director
James Baker 49 Vice-President and
Secretary
All officers and directors listed above will remain in
office until the next annual meeting of the stockholders,
and until their successors have been duly elected and
qualified. There are no agreements with respect to the
election of Directors. The Company has not compensated its
Directors for service on the Board of Directors, any
committee thereof, or reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and/or any
committee of the Board of Directors. Officers are appointed
annually by the Board of Directors and each Executive
Officer serves at the discretion of the Board of Directors.
The Company does not have any standing committees. The
Board of Directors may in the future determine to pay
Director's fees and reimburse Directors for expenses related
to their activities.
None of the Officers and/or Directors of the Company have
filed any bankruptcy petition, been convicted of or been the
subject of any criminal proceedings or the subject of any
order, judgment or decree involving the violation of any
state or federal securities laws within the past five (5)
years.
The business experience of each of the persons listed above
during the past five (5) years is as follows:
1. Leon Kline has been President and Chief Executive
Officer of the Company since April 1996. He is
responsible for all day to day business operations,
including dealing one-on-one with customers, distributors,
manufacturers, attorneys, accountants, public relations
persons, and consultants. He has been personally involved
in designing the Company's line of Tidalwave personal
computers, servers and notebooks.
Prior to his position with Anderson Computers, Mr. Kline was
President of Internet TV Connector Corp. (a more than 5%
shareholder of the Company) from January 1996 through May
1997. While serving as President of Internet TV Connector
Corp., he created and applied for a United States Patent for
a low internet appliance that allows users to connect to the
Internet through their television sets. He also arranged
for the first prototype of this Internet TV Connector Box to
be manufactured. His daily responsibilities included
assisting associates in marketing and meeting with
potential clients to promote the Internet TV Connector Box
and to develop solutions for various applications of the
Internet TV Connector Box. From June 1994 to December 1995,
Mr. Kline was an Editor for Blue Chip Newsletter. In this
capacity, he developed a formula for buying and selling New
York Stock Exchange stocks and created the only daily faxed
newsletter that was sent out prior to the New York Stock
Exchange market opening.
Mr. Kline attended American University in Washington, D.C.
from 1989 through 1990. Thereafter, he enrolled in
Montgomery College in Rockville, Maryland from 1990 through
1991. Finally, he enrolled in Broward Community College,
Coconut Creek, Florida from 1994 through 1995.
2. James Baker has been the Vice President and Secretary
of the Company since June 1, 1999, when the Company
appointed Mr. Baker to succeed Ms. Anderson as Vice-President and Secretary.
Mr. Baker is an attorney. His employment history has included positions as
counsel for Statewide Lending Centers Inc., Citizen's Title Services
Inc., and National Homebuyers Help Center realty Corp. He
was also counsel for Mortgage 2000 Inc./Heritage Corporation
of South Florida Inc., where he was instrumental in
structuring a corporate buy-out of Florida's oldest
privately held mortgage bank. In addition, Mr. Baker held
the following positions: counsel for S&S Ltd., an offshore
commercial real estate development company; President of
Baker Capital Management Inc. doing business as Market
Watch, an investment management firm; Senior trust officer
for Bank One Trust Co., N.A. in Columbus, Ohio; and staff
attorney for Cory, Leonard, Witter and Cheny, an insurance
defense law firm. Mr. Baker obtained his law degree from
Western State University School of Law located in San Diego,
California in 1982 and his Bachelor of Arts degree from Ohio
State University in 1977.
Item 6.Executive Compensation
Summary Compensation Table
The following sets forth the compensation paid by the
Company for services rendered by Officers and Directors of
the Company:
Name and Principal Year Annual Salary (1)
Position ------ ----------------
- -------------------
Leon Kline 1997 and 1998 None
President/Chief Executive
Officer/Director
James Baker - -
Barbara Anderson 1997 and 1998 None
1. The Company has not entered into any employment
agreements with any officer or director of the Company. The
Company does intend to enter into employment agreements
with the officers of the Company upon the successful
completion of agreements to purchase other companies.
Item 7. Certain Relationships and Related Transactions
The Company presently leases space from Eric Anderson, a
Company shareholder. Such office space located at 1831 NE
45th Street, Fort Lauderdale, Florida 33308 and is used
exclusively as executive offices for businesses. No rent is
being charged to the Company by Eric Anderson.
Leon Kline, President and Director of the Company, owns less
than five percent of Internet TV Connector Corp., a
shareholder of the Company.
Item 8. Legal Proceedings
The Company is not presently a party to any litigation of
any kind or nature whatsoever, nor to the Company's best
knowledge and belief is any litigation threatened or
contemplated.
Item 9. Market for Common Equity and Related Stockholder
Matters
A. Market Information: The Company's common stock is
presently traded on the NASDAQ OTC Electronic Bulletin Board
under the symbol "ACPT." The high and low sales prices for
each quarter since the Company was accepted for listing on
the NASDAQ OTC Electronic Bulletin Board is as follows:
Fiscal Quarter High Low
- --------------- -------- -------
June 30, 1998 2.2500 0.8750
September 30, 1998 2.2500 0.7500
December 31, 1998 1.2500 0.2500
March 31, 1999 1.0620 0.2000
June 30, 1999 1.0720 0.1560
B. Holders: The number of record holders of shares of
the Company's common stock as of July 22, 1999 was 337. The
aggregate number of shares of the Company's common stock
issued and outstanding as of July 22, 1999 was 21,872,198.
C. Dividends: The Company has not paid or declared any
dividends upon its shares of common stock since its
inception, and by reason of its present financial status and
its contemplated financial requirements, it does not
contemplate or anticipate paying any dividends upon its
shares of common stock in the foreseeable future.
Item 10. Recent Sales of Unregistered Securities.
On February 2, 1998, the Company completed a Regulation D,
Rule 504 Offering in which it issued 35,000 shares of common
stock and 350,000 common stock purchase warrants for an
aggregate offering price of $35,000. Each Warrant entitles
the holder to one share of Common Stock at a price of $2.00
per common share. The expiration date for the exercise of
the warrants is December 31, 1999. To date, no warrants
have been exercised.
On January 21, 1999, the Company entered into an Agreement
for Consulting Services with Roburt A. Dumas, Jr. whereby
Mr. Dumas agreed to provide corporate finance and management
services for the Company. Pursuant to this Agreement, the
Company issued 1,050,00 restricted shares from treasury to
Mr. Dumas. Such shares are "restricted" in accordance with
Rule 144 of the Securities Act.
On March 2, 1999, the Company agreed to issue 25,000
restricted shares from treasury to Richard I. Anslow, Esq.
for services rendered in connection with the preparation of
this Form 10-SB. Such shares are restricted in accordance
with Rule 144 of the Securities Act of 1933.
On March 25, 1999, the Company executed an agreement with
Micro Doctor, Inc. ("Micro Doctor") whereby Micro Doctor
agreed to exclusively sell the Company's Tidalwave Computer
systems along with other equipment such as software,
monitors, printers, and accessories. In accordance with the
terms of the Agreement, the Company issued 203,314
restricted shares to Micro Doctor for its agreement to
exclusively sell the Company's Tidalwave Computers. Such
shares are "restricted" in accordance with Rule 144 of the
Securities Act of 1933.
On April 7, 1999, the Company entered into a joint venture
agreement with CyberlinkCom Corp., a Virginia Corporation.
Pursuant to the terms of this agreement, both parties agreed
to work together in the sale of CyberlinkCom Corp.'s
computer related products and services. Pursuant to the
joint venture agreement, the Company issued 25,800
restricted shares from treasury to CyberlinkCom Corp. Such
shares are "restricted" in accordance with Rule 144 of the
1933 Securities Act.
The following sets forth sales of the Company's unregistered
treasury shares between March, 1999 and June 1999. Such
shares are restricted for a one (1) year period from the
date of purchase in accordance with Rule 144 of the
Securities Act:
<TABLE>
<S> <C> <C>
2/15/99 Panfilo Pace 20,000 shares at $.25/share
2/16/99 Michelle Folsom 21,284 shares at $.25/share
3/25/99 John Romano 10,000 shares at $0.15/share
3/26/99 Charles Creighton 6,667 shares at $0.15/share
3/31/99 Santos Rivera 140,000 shares at $0.15/share
3/31/99 James Miller 3,333 shares at $0.15/share;
4/1/99 Antonio Santos 10,000 shares at $0.15/share;
4/19/99 James Scarfo 10,000 shares at $0.15/share;
5/7/99 Antonio Santos 4,000 shares at .25/share
5/7/99 Hal Howard 2,000 shares at .25/share
5/7/99 Charles Creighton 4,000 shares at .25/share
5/7/99 James Miller 6,000 shares at .25/share
5/7/99 Joann DelGuercio 2,000 shares at .25/share
5/18/99 Kenneth L. Folsom 4,800 shares at .25/share
5/19/99 Richard Franklin 4,000 shares at .25/share
5/20/99 Arline H. Gales 6,000 shares at .25/share
5/20/99 Charles N. Simmons 4,000 shares at .25/share
6/1/99 Santos A Rivera 125,000 shares at .20/share
</TABLE>
For each of the above transactions, the Company relied upon
the exemption from registration under the Securities Act of
1933, as amended, as provided by Section 4(2) of the Act or
Rule 504 of Regulation D.
Item 11.Description of Securities
Authorized and Outstanding Capital Stock
The Company's authorized capital stock consists of
100,000,000 shares of common stock, $.001 par value. As of
July 22, 1999, 21,872,198 shares of common stock were issued
and outstanding.
Each share of common stock entitles the holder to one (1)
vote on all matters submitted to a vote of the stockholders.
The common stock does not have cumulative voting rights,
which means that the holders of a majority of the
outstanding shares of common stock voting for the election
of directors can elect all members of the Board of
Directors. A majority vote is also sufficient for other
actions that require the vote or concurrence of stockholders
except in cases in which more than a simple majority is
required by law. Holders of common stock are entitled to
receive dividends, when and if declared by the Board of
Directors in its discretion, from funds legally available
therefore. Holders of shares of common stock are entitled
to share, on a ratable basis, such dividends as may be
declared by the Board of Directors out of funds legally
available therefor. Upon liquidation, dissolution or
winding up of the Company, after payment to creditors, the
holders of common stock are entitled to share ratably in the
assets of the Company, if any, legally available for
distribution to common stockholders of the Company. The
Bylaws of the Company require that only a majority of the
issued and outstanding shares of common stock of the Company
need be represented to constitute a quorum and to transact
business at a stockholders' meeting.
The common stock has no preemptive rights or no
subscription, redemption or conversion privileges. All of
the outstanding shares of common stock are fully paid and
nonassessable.
The Company's Board of Directors has total discretion as to
the issuance and the determination of the rights and
privileges of any shares of common stock which may be issued
in the future, which rights and privileges may be
detrimental to the rights and privileges of the holders of
the existing shares of the Company's common stock now issued
and outstanding.
Transfer Agent
The Transfer Agent for Anderson Computers/Tidalwave Corp. is
American Stock Transfer & Trust Company, Inc.
Item 12.Indemnification of Directors and Officers
Under Florida law, a director is not personally liable for
monetary damages to the corporation or any other person for
any statement, vote, decision, or failure to act unless (i)
the director breached or failed to perform his duties as a
director, and (ii) a director's breach of, or failure to
perform, those duties constitutes (1) a violation of the
criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (2) a transaction from
which the director derived an improper personal benefit,
either directly or indirectly; (3) a circumstance under
which an unlawful distribution is made; (4) in a proceeding
by or in the right of the corporation or in a proceeding in
which the corporation procures a judgment in its favor or by
or in the right of a shareholder, conscious disregard for
the best interest of the corporation or willful misconduct;
or (5) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an
act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety, or property. A
corporation may purchase and maintain insurance on behalf of
any director or officer against any liability asserted
against him and incurred by him in his capacity or arising
out of his status as such, whether or not the corporation
would have the power to indemnify under Florida law.
The Company's Bylaws limit, to the maximum extent permitted
by Florida law, the personal liability of directors and
officers for monetary damages for breach of their fiduciary
duties as directors and officers. The Bylaws provide
further that the Company shall indemnify to the fullest
extent permitted by Florida law any person made a party to
any action or proceeding by reason of the fact that such
person was a director, officer, employee or agent of the
Company. The Bylaws also provide that directors and
officers who are entitled to indemnification shall be paid
their expenses incurred in connection with any action, suit
or proceeding in which such director or officer is made a
party by virtue of his being an officer or director of the
Company to the maximum extent permitted by Florida law.
Item 13.Financial Statements
The financial statements for the Company as of March 31,
1999 and March 31, 1998 (audited) have been examined to the
extent indicated in reports by Earl M. Cohen, C.P.A., P.A.
independent certified public accountants. The
aforementioned financial statements are included herein in
response to Item 15 of this Form 10-SB.
Item 14.Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
The Company's accountants are Earl M. Cohen, C.P.A., P.A of
Boca Raton, Florida. The Company does not presently intend
to change accountants. At no time have there been any
disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. The Company
engaged Earl M. Cohen to render accounting services on April
26, 1999.
The Company dismissed its prior accountants, Durland &
Company, Certified Public Accountants, of Palm Beach,
Florida on December 31, 1998. Such accountant prepared the
Company's audited financial statements for the year ended
March 31, 1998 and from April 23, 1996 (inception of the
Company) through March 31, 1997. Such accountant's report
on the audited financial statements contained a going
concern on the Company. Furthermore, the decision to change
accountants was approved by the Company's Board of
Directors. From the Company's inception through the date of
dismissal, there were no disagreements with the former
accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to the former
accountant's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in
connection with its report.
Item 15. Financial Statements and Exhibits
The following exhibits are filed with this Form 10-SB:
EXHIBIT #EXHIBIT NAME
- ----------------------
3(i) Articles of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(ii) First Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(iii) Second Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(iv) Third Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(v) By-Laws of Anderson Computers/Tidalwave
Corp. *
5 Opinion of Richard I. Anslow, Esq. of
Richard I. Anslow & Associates
10(i) Letter of Intent between the Company
And Citizens Title Services, Inc.
Re: 20.1% interest **
10(ii) Purchase Agreement between the Company
and Citizens Title Services, Inc.
Re: 4.9% interest and letter from
Accountant of Citizens Title Services,
Inc. **
10(iii) Agreement between Company and Micro
Doctor, Inc. **
10(iv) Agreement between Company and
CyberLinkCom Corp. **
10(v) Consulting Agreement between Company
And Advantage Link Inc. **
10(vi) Agreement between Company and Wall
Street Marketing Group **
10(vii) Agreement for Consulting Services
Between Company and Robert A. Dumas, Jr.
**
10(viii) Agreement between Company and Amazon.com
**
10(ix) Agreement between Company and Beyond.com
**
16 Letter from former accountant
27 Financial Data Schedule
* Filed with initial filing of Form 10-SB on May 25, 1999.
** Filed with Amendment No. 1 to Form 10-SB on July 27, 1999.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANDERSON COMPUTERS/TIDALWAVE CORP.
By: /S/ Leon Kline
-------------------
Leon Kline
President, Chief Executive Officer
Treasurer and Director
Dated: September 9, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and
officer whose signature appears below constitutes and
appoints Richard I. Anslow as such person true and lawful
attorney-in-fact and agent, with full powers of substitution
and re-substitution, for such person in name, place and
stead, to sign in any and all amendments (including post-effective amendments)
to this Form 10-SB, in any and all capacities, and to file the same, with
all exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such
attorney-in-fact and agent, the full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent, or any
of them, may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of
1933, this Form 10-SB was sign by the following person in
the capacities and on the date stated.
Signature Title Date
/s/ Leon Kline President, Treasurer September 9, 1999
- -------------- Chief Executive
LEON KLINE Officer and
Director
/s/ James Baker Vice President and September 9, 1999
- --------------- Secretary
JAMES BAKER
FINANCIAL STATEMENTS
ANDERSON COMPUTERS/TIDALWAVE CORP.
CONTENTS
Page
----
Independent Auditor's Report 1
Financial Statements:
Balance Sheets 2
Statements of Operations 3
Statements of Changes in Stockholders' Deficiency 4
Statements of Cash Flows 5 - 6
Notes to Financial Statements 7 - 11
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors
Anderson Computers/Tidalwave Corp.
I have audited the accompanying balance sheet of Anderson
Computers/Tidalwave Corp., as of March 31, 1999 and the
related statements of operations, changes in stockholders'
deficiency and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on
these financial statements based on my audit. The financial
statements of Anderson Computers/Tidalwave Corp. as of March
31, 1998 were audited by other auditors whose report dated
August 18, 1998 on those statements included an explanatory
paragraph that described the Company's ability to continue
as a going concern, as discussed in Note 7 to the financial
statements.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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 made by
management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Anderson Computers/Tidalwave Corp. as of March
31, 1999, and the results of its operations and its cash
flows for the year then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 7 to the financial statements, the
Company has experienced net losses of $433,942 since
inception and a working capital deficiency of $126,465 as of
March 31, 1999. The Company's financial position and
operating results raise substantial doubt about its ability
to continue as a going concern. Management's plans
regarding those matters are also described in Note 7. The
financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
May 7, 1999
(except for Note 8, as to
which the date is July 19, 1999)
/s/ Earl M. Cohen, C.P.A., P.A.
--------------------------------
EARL M. COHEN, C.P.A., P.A.
ANDERSON COMPUTERS/TIDALWAVE CORP.
BALANCE SHEETS
MARCH 31, 1999 AND 1998
ASSETS
1999 1998
---- ----
CURRENT ASSETS
Cash $ 22,125 $ 1,050
Notes receivable 13,600 31,750
Accrued interest receivable 154 154
-------- --------
Total Current Assets 35,879 32,954
COMPUTER SOFTWARE - NET 66 331
-------- --------
TOTAL ASSETS $ 35,945 $33,285
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued $ 43,378 $24,266
Due to officer 7,950 7,950
Due to related party 111,017 17,267
-------- -------
Total Current Liabilities 162,345 49,483
STOCKHOLDERS' DEFICIENCY (126,400) (16,198)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 35,945 $33,285
-------- -------
-------- -------
Read accompanying Notes to Financial Statements.
ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1999 AND 1998
1999 1998
---- ----
REVENUES
Net sales $ 7,526 $ 32,852
Net sales - related parties - -
11,508
Total Net Sales 7,526 44,360
COST OF SALES 5,352 41,678
-------- -------
GROSS PROFIT 2,174 2,682
-------- -------
EXPENSES
Consulting fees 245,700 27,190
Marketing and public relations 106,650 -
Professional fees 15,958 8,453
Transfer agent fees 9,419 -
Office supplies and expense 2,015 3,349
Taxes - other 1,046 462
Bank charges and credit card fees 815 1,103
Telephone 475 433
Depreciation expense 265 265
Dues and subscriptions - 259
Interest expense - 1,846
Organization expense - 3,000
--------- ------
Total Operating Expenses 382,343 46,360
--------- ------
LOSS FROM OPERATIONS (380,169) (43,678)
INTEREST INCOME 2,250 317
--------- -------
NET LOSS $(377,919) $(43,361)
------------ ---------
------------ ---------
LOSS PER SHARE $ (.02) $ (0.002)
---------- ---------
---------- ---------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 20,393,794 20,216,153
---------- ----------
---------- ----------
Read accompanying Notes to Financial Statements.
ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
YEARS ENDED MARCH, 1999 AND 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Stock
Number of Par Paid-in Subscription
Shares Value Capital Receivable Deficit Total
------ ----- ------- ------------------ -----
BALANCE -
MARCH 31,1997 20,040,000 $20,040 $181,960 $(201,000) $(12,662) $(11,662)
Repayment of stock
subscription receivable - - - 825 - 825
Issuance of common stock
for services 150,000 150 2,850 - - 3,000
Issuance of common stock
for cash 35,000 35 34,965 - - 35,000
Cancellation of notes
receivable (40,000) (40) (199,960) 200,000 - -
Net loss - - - - (43,361) (43,361)
-------- -------- ---------- --------- -------- --------
BALANCE -
MARCH 31, 1998 20,185,000 20,185 19,815 (175) (56,023) (16,198)
Issuance of common stock
for services 1,075,000 1,075 244,650 - - 245,725
Issuance of common stock
for cash 181,284 181 21,744 - - 21,925
Repayment of stock
subscription receivable - - - 67 - 67
Net loss - - - - (377,919) (377,919)
---------- ---------- -------- ---------- --------- ---------
BALANCE - MARCH 31, 1999 21,441,284 $21,441 $286,209 $ (108)$(433,942)$(126,400)
---------- ------- -------- --------- --------- --------
---------- ------- -------- --------- --------- --------
</TABLE>
Read accompanying Notes to Financial Statements.
ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<S> <C> <C>
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(377,919) $(43,361)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation 265 265
Issuance of common stock for
services 245,725 3,000
(Increase) decrease in:
Notes receivable 18,150 (31,750)
Accrued interest receivable - (154)
Increase (decrease) in:
Accounts payable and accrued
expenses 19,112 12,466
Sales tax payable - (156)
-------- ---------
NET CASH USED IN OPERATING ACTIVITIES (94,667) (59,690)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of stock subscription
receivable 67 825
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common
stock 21,925 35,000
Increase in amount due to related
party 93,750 17,267
--------- --------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 115,675 52,267
--------- --------
NET INCREASE (DECREASE) IN CASH 21,075 (6,598)
CASH AND CASH EQUIVALENTS - BEGINNING 1,050 7,648
--------- --------
CASH AND CASH EQUIVALENTS - ENDING $ 22,125 $ 1,050
----------- ---------
----------- ---------
Read accompanying Notes to Financial Statements.
ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED MARCH 31, 1999 AND 1998
1999 1998
---- ----
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for services $245,725 $3,000
-------- ------
-------- ------
</TABLE>
Read accompanying Notes to Financial Statements.
ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
NOTE 1. ORGANIZATION
------------
Anderson Computers/Tidalwave Corp. was incorporated
on April 23, 1996 under the laws of the State of Florida.
The company operates as a reseller of its customized
"Tidalwave" brand and other non "Tidalwave" brand computer
products via the Internet. The Company's headquarters is
in Fort Lauderdale, Florida.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Revenue Recognition
-------------------
Sales are recognized upon shipment to the customer.
Computer Software
-----------------
Computer software is recorded at cost. Depreciation
is computed on the straight line basis using an
estimated useful life of three years.
Syndication Costs
-----------------
Costs incurred in raising capital through the
issuance of common stock is recorded
as a reduction in additional paid-in capital.
Income Taxes
-------------
Deferred income taxes are provided for differences
between the basis of assets and liabilities for
financial and income tax reporting.
A valuation allowance is provided against deferred
income tax assets in circumstances where management
believes recoverability of a portion of the assets
is not reasonably assured.
Loss Per Share
--------------
Loss per share is computed by dividing net loss for the
year by the weighted average number of shares
outstanding.
ANDERSON COMPUTERS/TIDALWAVE CORP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Statement of Cash Flows
-----------------------
For purposes of this statement the Company considers
all highly liquid investments with a maturity of three
months or less to be cash equivalents.
Use of Estimates
-----------------
Management uses estimates and assumptions in preparing
financial statements in accordance with generally
accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the
estimates that were assumed in preparing the financial
statements.
Reclassifications
-----------------
Certain amounts for 1998 have been reclassified to
conform to the current presentation.
NOTE 3. COMPUTER SOFTWARE
-----------------
Computer software as of March 31, 1999 and 1998 are as
follows:
1999 1998
----- ----
Cost $ 795 $ 795
Accumulated Depreciation (729) (464)
------ ------
Total $ 66 $ 331
------ ------
------ ------
NOTE 4. INCOME TAXES
------------
As of March 31, 1999, the Company has net operating loss
carry forwards for income tax purposes of approximately
ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
NOTE 4. INCOME TAXES (CONTINUED)
------------------------
$434,000 expiring through March 31, 2014, available
to offset future taxable income. No deferred tax assets
have been recorded due to the Company having no history
of profitable operations.
The Company has not yet filed its federal and state
corporate income tax returns for the year ended
March 31,1998.
NOTE 5. RELATED PARTY TRANSACTIONS
--------------------------
Office Facilities
-----------------
The Company shares office space with a company owned
by a stockholder. No rent is being charged to the
Company.
Notes Receivable
----------------
Notes receivable represent 12% interest bearing notes
due from Internet TV Connector Corp., the
majority stockholder. The notes were issued on various
dates from February 27 through May 13, 1998 and are due
on demand with interest payable monthly.
Due to Officer
---------------
Due to officer consists of advances made during July
and August, 1996 to the Company by its President to
purchase computer hardware and software products for
resale. These advances are non-interest bearing and
are expected to be repaid within the next twelve
months.
Due to Related Party
The amount due to related party consists of company
expenses paid by Internet TV Connector Corp., the
majority stockholder. On May 5, 1999, agreement
was made to settle $93,750 of the liability through
issuance of 125,000 common shares. On May 7, 1999,
agreement was made to settle the remaining balance
of $17,267 through the issuance of 20,459 common
shares.
ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
NOTE 6. CAPITAL STOCK
-------------
The Company has authorized 100,000,000 common shares with
a par value of $.001 per share. As of March 31, 1999 and
1998, 21,441,284 and 20,185,000 common shares were issued
and outstanding, respectively.
On February 2, 1998, the Company issued a Regulation D,
Rule 504 Offering Memorandum providing for the sale of
7000 units for a total consideration of $35,000. Each
unit consisted of one share of common stock and fifty
common stock purchase warrants. The warrants are not
exercisable until July 26, 1998 and may be exercised
until July 26, 1999 at an exercise price of $2.00 per
share. The exercise date was extended to December 31,
1999 through a resolution of a meeting of directors and
stockholders dated January 26, 1999. The effect of the
assumed exercise of the warrants on loss per share for
the years ended March 31, 1999 and 1998 were anti-
dilutive, therefore, no diluted loss per share has been
presented on the statements of operations. All units
offered under the Offering Memorandum were sold.
NOTE 7. GOING CONCERN
-------------
The accompanying financial statements have been presented
on the basis of the continuation of the Company as a
going concern and do not include any adjustments relating
to the recoverability and classification of recorded
asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company has
incurred operating losses of $433,942 since inception and
has a working capital deficit of $126,465 as of March 31,
1999.
Management is actively seeking investors for additional
funds through stock sales and through increasing
operating revenues.
ANDERSON COMPUTERS/TIDALWAVE CORP.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
NOTE 8. SUBSEQUENT EVENTS
-----------------
On April 19, 1999, the Company settled a delinquent
account included in accounts payable and accrued
expenses totaling $19,566 for $9,800.
On March 25, 1999, the Company entered into an agreement
with a company to sell its "Tidalwave" brand computers.
As consideration for entering into this agreement,
the Company issued 203,314 common shares on April 12,
1999. Also, as part of this agreement, the Company will
receive a license fee based upon a percentage of the
net profits of each "Tidalwave" computer sold, and a
10% fee on non "Tidalwave" computer products sold.
On April 6, 1999, the company entered into an agreement
whereby 25,800 common shares were issued in settlement
of past due website development and maintenance
services of $6,900 (included in accounts payable
and accrued expenses) and for future services
totaling $6,000. Also, as part of this agreement
the Company will receive, for referrals made by the
Company, a referral fee.
Subsequent to March 31, 1999, 201,800 common shares were
issued for a total consideration of $40,200.
On June 22, 1999, the Company purchased a 4.9% interest
in Citizen's Title Services, Inc., a title insurance
company, for $297,717 by issuing 488,060 common shares.
The common stock was valued using the 30 day average
trading market price. On July 19, 1999, the Company
signed a letter of intent to purchase an additional 20.1%
interest. This transaction has not yet closed.
WAYNE HORWITZ, C.P.A, P.A.
CERTIFIED PUBLIC ACCOUNTANT
PROFESSIONAL ASSOCIATION
3511 W. COMMERCIAL BLVD., SUITE 402
FORT LAUDERDALE, FLORIDA 33309
(954) 484-1100
CITIZENS TITLE SERVICES, INC.
210 NORTH UNIVERSITY DRIVE
SUITE 208
CORAL SPRINGS, FL 33071
I have compiled the accompanying Statement of Assets and
Liabilities on a Cash Basis of CITIZENS TITLE SERVICES,
INC., as of June 30, 1999 and the related Statement of
Operations on a Cash Basis for the six months ended
June 30, 1999 in accordance with Statements on Standards
for Accounting and Review Services issued by the American
Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of
financial statements information that is the representation
of management. I have not audited or reviewed the
accompanying financial statement and, accordingly, do not
express an opinion or any other form of assurance on them.
However, I did become aware of certain departures from
generally accepted accounting principals that are described
in the following paragraphs.
The aforementioned financial statements were prepared on the
cash basis method of accounting whereby certain revenue is
recognized when received rather than when earned, and
certain expenses are recognized when paid rather than when
the obligation is incurred. Accordingly, these financial
statements are not intended to present financial position
and the results of operations in conformity with generally
accepted accounting principles.
Management has elected to omit substantially all disclosures
and the Statement of Retained Earnings and Cash Flows
required by generally accepted accounting principles. If
the omitted disclosures were included in the financial
statements they might influence the user's conclusions about
the Company's assets and liabilities and results of
operations on a cash basis. Accordingly, these financial
statement are not designed for those who are not informed
about such matters.
/s/ Wayne Horwitz, CPA, P.A.
- ----------------------------
WAYNE HORWITZ
CERTIFIED PUBLIC ACCOUNTANT
PROFESSIONAL ASSOCIATION
CITIZENS TITLE SERVICES, INC
STATEMENT OF ASSETS AND LIABILITIES
BASED ON A CASH BASIS
AS OF JUNE 30, 1999
ASSETS
------
<TABLE>
<S> <C> <C>
CURRENT ASSETS
Cash-Operating Account $ 570.29
Cash-Maint & City Lien Acct (435.73)
Cash-SouthTrust Bank 4,821.20
Exchange 9,000.00
Loan Receivable-Statewide 29,000.00
Loan Receivable-Maraph 10,000.00
Stockholder Loans 102,388.82
Loan Receivable-A & M 700.00
------------
TOTAL CURRENT ASSETS $ 156,044.58
FIXED ASSETS
Furniture Fixt. & Equip. $145,646.66
A/D-Furn. Fixt. & Equip. (59,681.04)
------------
TOTAL FIXED ASSETS 85,965.62
OTHER ASSETS
Organizational Costs 210.00
------------
TOTAL OTHER ASSETS 210.00
-------------
TOTAL ASSETS $242,220.20
-------------
-------------
LIABILITIES &
STOCKHOLDERS EQUITY
-------------------
CURRENT LIABILITIES
FICA Taxes Payable $ 4,754.65
Withholding Taxes Payable 7,343.30
Employee Deduction 1,687.25
Loan-Advanced Micro Solutions 1,160.70
Loan-AAA Financial Services (3,837.66)
Loan-Union Bank of Florida 32,772.55
Loan - Capital One (3,911.86)
-----------
TOTAL CURRENT LIABILITIES $ 39,968.93
STOCKHOLDERS EQUITY
Capital Stock 1,500.00
Retained Earnings 137,787.12
Net Income or (Loss) 62,964.15
-----------
TOTAL STOCKHOLDERS EQUITY 202,251.27
------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $242,220.20
------------
------------
</TABLE>
CITIZENS TITLE SERVICES, INC.
STATEMENT OF OPERATIONS ON A CASH BASIS
SIX MONTHS YEAR TO DATE
ENDED JUNE 30, 1999
<TABLE>
<S> <C> <C>
YEAR TO DATE
SIX MONTHS ENDED
JUNE 30, 1999 Pct
----------------- ----------
INCOME
Fees $ 588,518.32 100.00
------------- --------
TOTAL INCOME 588,518.32 100.00
------------- --------
GENERAL EXPENSES
Accounting & Legal 39,883.98 6.78
Auto 26,052.04 4.43
Advertising 28,014.06 4.76
Amortization 386.74 0.07
Bank Charges 478.00 0.08
Client Cost 40,801.01 6.93
Commissions 36,842.49 6.26
Contract Labor 4,100.00 0.70
Donations 120.00 0.02
Dues & Subscriptions 990.00 0.17
Entertainment & Meals 3,332.82 0.57
Equipment Rental 17,060.00 2.90
Gifts 743.86 0.13
Interest 2,943.36 0.50
Insurance 16,154.48 2.74
Office 13,204.72 2.24
Payroll-Office 143,550.00 24.39
Payroll Taxes 10,287.92 1.75
Postage & Courier 32,654.23 5.55
Rent 12,594.08 2.14
Repairs & Maintenance 1,804.87 0.31
Telephone 23,565.72 4.00
Travel 4,121.44 0.70
Unclassified 47,290.03 8.04
----------- -------
TOTAL GENERAL EXPENSES 506,975.85 86.14
----------- -------
NET INCOME FROM OPERATIONS 81,542.47 13.86
OTHER EXPENSES
Depreciation 18,553.32 3.15
Penalties 25.00 0.00
------------ -------
TOTAL OTHER EXPENSES 18,578.32 3.16
------------ -------
NET INCOME OR (LOSS) $ 62,964.15 10.70
------------ -------
------------ -------
</TABLE>
WAYNE HORWITZ, C.P.A, P.A.
CERTIFIED PUBLIC ACCOUNTANT
PROFESSIONAL ASSOCIATION
3511 W. COMMERCIAL BLVD., SUITE 402
FORT LAUDERDALE, FLORIDA 33309
(954) 484-1100
CITIZENS TITLE SERVICES, INC.
210 NORTH UNIVERSITY DRIVE
SUITE 208
CORAL SPRINGS, FL 33071
I have compiled the accompanying Statement of Assets and
Liabilities on a Cash Basis of CITIZENS TITLE SERVICES,
INC., as of December 31, 1998 and the related Statement of
Operations on a Cash Basis for the twelve months ended
December 31, 1998 in accordance with Statements on Standards
for Accounting and Review Services issued by the American
Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of
financial statements information that is the representation
of management. I have not audited or reviewed the
accompanying financial statement and, accordingly, do not
express an opinion or any other form of assurance on them.
However, I did become aware of certain departures from
generally accepted accounting principals that are described
in the following paragraphs.
The aforementioned financial statements were prepared on the
cash basis method of accounting whereby certain revenue is
recognized when received rather than when earned, and
certain expenses are recognized when paid rather than when
the obligation is incurred. Accordingly, these financial
statements are not intended to present financial position
and the results of operations in conformity with generally
accepted accounting principles.
Management has elected to omit substantially all disclosures
and the Statement of Retained Earnings and Cash Flows
required by generally accepted accounting principles. If
the omitted disclosures were included in the financial
statements they might influence the user's conclusions about
the Company's assets and liabilities and results of
operations on a cash basis. Accordingly, these financial
statement are not designed for those who are not informed
about such matters.
/s/ Wayne Horwitz, CPA, P.A.
- ----------------------------
WAYNE HORWITZ
CERTIFIED PUBLIC ACCOUNTANT
PROFESSIONAL ASSOCIATION
CITIZENS TITLE SERVICES, INC
STATEMENT OF ASSETS AND LIABILITIES
BASED ON A CASH BASIS
AS OF DECEMBER 31, 1998
ASSETS
------
<TABLE>
<S> <C> <C>
CURRENT ASSETS
Cash-Operating Account $ 22,033.33
Cash-Maint & City Lien Acct 259.42
Cash-SouthTrust Bank 5,217.79
Loan Receivable-Statewide 20,000.00
Loan Receivable-Maraph 10,000.00
Stockholder Loans 47,871.69
Loan Receivable-A & M 700.00
------------
TOTAL CURRENT ASSETS $ 106,082.23
FIXED ASSETS
Furniture Fixt. & Equip. $126,526.80
A/D-Furn. Fixt. & Equip. (41,127.72)
------------
TOTAL FIXED ASSETS 85,399.08
OTHER ASSETS
Organizational Costs 240.00
Loan Costs 356.74
------------
TOTAL OTHER ASSETS 596.74
-------------
TOTAL ASSETS $192,078.05
-------------
-------------
LIABILITIES &
STOCKHOLDERS EQUITY
-------------------
CURRENT LIABILITIES
FICA Taxes Payable $ 5,967.51
Withholding Taxes Payable 2,343.10
Employee Deduction 1,108.25
Loan-Advanced Micro Solutions 2,432.70
Loan-AAA Financial Services (3,928.12)
Loan-Union Bank of Florida 47,279.35
Loan - Capital One (2,411.86)
-----------
TOTAL CURRENT LIABILITIES $ 52,790.93
STOCKHOLDERS EQUITY
Capital Stock 1,500.00
Net Income or (Loss) 137,787.12
-----------
TOTAL STOCKHOLDERS EQUITY 139,287.12
------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $192,078.05
------------
------------
</TABLE>
CITIZENS TITLE SERVICES, INC.
STATEMENT OF OPERATIONS ON A CASH BASIS
TWELVE MONTHS YEAR TO DATE
ENDED DECEMBER 31, 1998
<TABLE>
<S> <C> <C>
YEAR TO DATE
TWELVE MONTHS ENDED
DECEMBER 31, 1998 Pct
----------------- ----------
INCOME
Fees $ 995,658.35 101.06
Returns & Allowances (10,438.00) (1.06)
------------- --------
TOTAL INCOME 985,220.35 100.00
------------- --------
GENERAL EXPENSES
Accounting & Legal 36,868.78 3.74
Auto 46,517.21 4.72
Advertising 35,824.42 3.64
Amortization 416.76 0.04
Bank Charges 535.48 0.05
Client Cost 59,591.72 6.05
Commissions 93,193.13 9.46
Contract Labor 10,733.00 1.09
Donations 395.00 0.04
Dues & Subscriptions 1,791.87 0.18
Entertainment 12,950.31 1.31
Equipment Rental 11,555.38 1.17
Gifts 699.57 0.07
Interest 2,102.44 0.21
Insurance 17,472.67 1.77
Licenses & Taxes 221.09 0.02
Moving Expense 92.33 0.01
Office 31,943.42 3.24
Payroll-Office 231,155.28 23.46
Payroll Taxes 18,309.57 1.86
Postage & Courier 61,982.31 6.29
Rent 5,727.26 0.58
Repairs & Maintenance 6,615.79 0.67
Seminars & Meetings 6,150.00 0.62
Telephone 35,917.82 3.65
Travel 2,284.31 0.23
----------- -------
TOTAL GENERAL EXPENSES 731,046.92 74.20
----------- -------
NET INCOME FROM OPERATIONS 254,173.43 25.80
OTHER EXPENSES
Officers Salary 75,000.00 7.61
Depreciation 41,127.72 4.17
Penalties 258.59 0.03
------------ -------
TOTAL OTHER EXPENSES 116,386.31 11.81
------------ -------
NET INCOME OR (LOSS) $ 137,787.12 13.99
------------ -------
------------ -------
</TABLE>
The following exhibits are filed with this Form 10-SB:
EXHIBIT #EXHIBIT NAME
- ----------------------
3(i) Articles of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(ii) First Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(iii) Second Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(iv) Third Articles of Amendment to Articles
of Incorporation of Anderson
Computers/Tidalwave Corp. *
3(v) By-Laws of Anderson Computers/Tidalwave
Corp. *
5 Opinion of Richard I. Anslow, Esq. of
Richard I. Anslow & Associates
10(i) Letter of Intent between the Company
And Citizens Title Services, Inc.
Re: 20.1% interest **
10(ii) Purchase Agreement between the Company
and Citizens Title Services, Inc.
Re: 4.9% interest and letter from
Accountant of Citizens Title Services,
Inc. **
10(iii) Agreement between Company and Micro
Doctor, Inc. **
10(iv) Agreement between Company and
CyberLinkCom Corp. **
10(v) Consulting Agreement between Company
And Advantage Link Inc. **
10(vi) Agreement between Company and Wall
Street Marketing Group **
10(vii) Agreement for Consulting Services
Between Company and Robert A. Dumas, Jr.
**
10(viii) Agreement between Company and Amazon.com
**
10(ix) Agreement between Company and Beyond.com
**
16 Letter from former accountant
27 Financial Data Schedule
* Filed with initial filing of Form 10-SB on May 25, 1999.
** Filed with Amendment No. 1 to Form 10-SB on July 27, 1999.
EXHIBIT 5 OPINION OF RICHARD I. ANSLOW, ESQ.
- --------------------------------------------
RICHARD I. ANSLOW & ASSOCIATES
4255 ROUTE 9, SUITE D
FREEHOLD, NEW JERSEY 07728
(732) 409-1212
September 9, 1999
Anderson Computers/Tidalwave Corp.
1831 N.E. 45th Street
Fort Lauderdale, Florida 33308
Gentlemen:
You have requested our opinion, as counsel for Anderson Computers/Tidalwave
Corp., a Florida corporation (the "Company"), in connection with the amended
Form 10-SB, under the Securities Act of 1933 (the "Act"), being filed by the
Company with the Securities and Exchange Commission.
We have examined such records and documents and made such
examination of law as we have deemed relevant in connection
with this opinion. It is our opinion that when there has
been compliance with the Act, the Shares, when issued,
delivered, and paid for, will be fully paid, validly issued
and nonassessable.
No opinion is expressed herein as to any laws other than the
State of New York, of the United States and the corporate
laws of the State of Florida.
We hereby consent to the filing of this opinion as an
exhibit to the amended Form 10-SB and to the reference to
our firm under the caption "Legal Matters" in the
Registration Statement. In so doing, we do not admit that
we are in the category of persons whose consent is required
under Section 7 of the Act and the rules and regulations of
the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
RICHARD I. ANSLOW & ASSOCIATES
By: /s/ RICHARD I. ANSLOW
- -----------------------------
RICHARD I. ANSLOW
EXHIBIT 16 LETTER FROM FORMER ACCOUNTANT
- ----------------------------------------
DURALND & COMPANY
CERTIFIED PUBLIC ACCOUNTANT
A PROFESSIONAL ASSOCIATION
340 ROYAL PALM WAY, 3RD FLOOR
PALM BEACH, FLORIDA 33480
(561) 822-9995 FAX 822-9942
THE BOARD OF DIRECTORS
ANDERSON COMPUTERS/TIDALWAVE CORP.
Ft. Lauderdale, Florida
Gentlemen:
We have reviewed the disclosures under Item 14 of the Form
10-SB Amendment No. 1, as filed by the Company on July 23,
1999, and agree with said disclosures.
The Company may now include our report dated 18 August 1998
on the audited financial statements of the Company for the
year ended March 31, 1998.
/s/ Durland & Company, CPAs, P.A.
---------------------------------
Durland & Company, CPAs, P.A.
Palm Beach, Florida
3 September 1999
EXHIBIT 27 FINANCIAL DATA SCHEDULE
ANDERSON COMPUTERS\TIDALWAVE CORP.
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE MARCH 31, 1999 BALANCE SHEET
AND THE STATEMENTS OF OPERATIONS FOR FISCAL YEAR
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] MAR-31-1999
[PERIOD-END] MAR-31-1999
[CASH] 22,125
[SECURITIES] 0
[RECEIVABLES] 13,754
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 35,879
[PP&E] 66
[DEPRECIATION] 0
[TOTAL-ASSETS] 35,945
[CURRENT-LIABILITIES] 162,345
[BONDS] 0
[COMMON] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] <126,400>
[TOTAL-LIABILITY-AND-EQUITY] 35,945
[SALES] 7,526
[TOTAL-REVENUES] 7,526
[CGS] 5,352
[TOTAL-COSTS] 382,343
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] <377,919>
[INCOME-TAX] <377,919>
[INCOME-CONTINUING] <377,919>
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] <377,919>
[EPS-BASIC] <0.02>
[EPS-DILUTED] 0
</TABLE>
