UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
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 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 Florida Corporation
(hereinafter the "Company") was incorporated on April 17,
1996. It was initially organized for the purpose of
acquiring all of the outstanding and issued stock or assets,
or significant portions, of several companies which have
products or services that 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 of
Internet products.
Business of the Company
Present Business
The Company has been involved with the business of providing
technical, developmental, management and business related
services and products which combine state of the art
techniques related to design, development, marketing and
implementing 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; 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 at low prices on the Internet. However, it does
not intend to remain in this market. Customers can build
and order their own customized computers online using state
of the art interactive e-commerce technology. The Company
introduced its own line of personal computers under the
brand name "Tidalwave". These are top quality, affordable,
pre-assembled computers built to meet the needs of
individuals, families, schools and businesses. Tidalwave
Computers are priced to meet everyone's budget requirements,
yet powerful enough to run all IBM compatible software
applications on the market, including Internet access and
browser software. Tidalwave PC's capitalize on the
following technologies: inexpensive, top quality, pentium
microprocessors, hottest brand name components, PC centric
operating systems, mini-tower and software and multimedia
applications.
The Company is involved in the sales of mini-towers systems
and notebook computers such as AST, Digital, NEC, Tidalwave
and Toshiba. In addition, the Company sells all major
brands of computer monitors and printers as well as palm
pilots. The Company also offers Internet services through
its joint venture with the Virginia based company,
Cyberlink.com Corp.
Future Business
The Company believes that the Internet industry is prime for
consolidation derived through a series of mergers and
acquisitions of companies that can benefit each other by
taking advantage of their exclusive markets, increasing
marketshare and combining them to eliminate duplication of
management, marketing, advertising and overall financial
responsibilities.
There has been an explosion of Internet companies in the
last decade. Most of these companies, including several
currently "hot" ones (i.e. Yahoo, etc.) are owned or
operated by technical enthusiasts with little or no
experience in developing a business. However, these
entrepreneurs possess the needed talent of being creative
in an industry that incorporated a high degree of
creativity. The Company intends to bring in senior
management who have the skills to succeed and build
competitive strength.
The Internet industry is highly fragmented with few clear
winners as of yet. The barriers to entry have historically
been very low. As the industry grows from infancy to an
advanced state, the Company believes more companies are
beginning to refocus their corporate strategies, which has
resulted in developing and running companies in increasingly
competitive arenas.
Through both stock swaps and private placements, the Company
will have the ability to provide the companies they acquire
with the capital necessary and more opportunity to buy
within the industry.
Although the Internet market has seen considerable growth,
it is still a relatively new market with many of the
companies lacking financial sophistication. This apparent
lack of financial sophistication in a highly competitive
industry suggests that many companies may lack the financial
resources to fully capitalize on industry growth. These
opportunities exist for several reasons including successful
companies with strong brand name recognition but without
financial strength; established companies with innovative
products but lacking respectable networks of distribution
or marketing; and suboptimally managed well-known companies.
Many companies in the Internet industry are highly specific
and/or niche products. The Company believes that through a
mixture of high-tech and wholesale distribution companies,
the Company will be better positioned to survive any period
of difficulty brought on by adverse stock market conditions.
The Company's senior management believes that they are
creating a unique company that is suited to meet with the
future of Internet industry consolidation via marketing and
distribution through various media mediums including
cyberspace and satellite communications. With this ability,
the Company intends to become a major influence in the
Internet industry into the new millennium.
Competition
There are many competitors entering and established in the
Internet related industry. 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.
Item 2. Management's Discussion and Analysis or Plan of
Operation
<TABLE>
<S> <C> <C>
Fiscal Year Fiscal Year
End 3/31/99 End 3/31/98
Gross Revenues $7,526 $44,360
Cost of Revenues 5,352 41,678
Gross Profit 2,174 2,682
Selling &
Administration 382,343 46,360
Depreciation -0- -0-
Income (Loss) from
Operations (380,169) (43,678)
Other Income
(Interest) 2,250 317
Net (Loss) Income ($377,919) ($43,361)
</TABLE>
Gross Revenues
Sales decreased $36,834 or 83% from fiscal year ended March
31, 1999 as a result of the Company placing a greater effort
towards seeking acquisitions for financing and future
expansion.
Selling and Administration
Selling and administration expenses increased by $355,983 or
725% from fiscal year ended March 31, 1998. This increase
was primarily due from 1) hiring a marketing and public
relations company to increase exposure to public markets
and 2) hiring a finance and management consultant to seek
investors and potential acquisitions as well as provide
assistance in financial and management matters.
Liquidity and Working Capital Deficiency Subsequent to fiscal year
ended March 31, 1999, the Company
entered into agreements with a company to sell its
"Tidalwave" brand computers and with a company to offer
numerous Internetservices that will greatly expand the
Company's Internet presence. The Company is projecting
increased sales as a result of these agreements. In
addition, the Company is actively seeking investors for
additional funds through stock sales and seeking
acquisitions for financing and future expansion.
Item 3. Description of Property
The Company presently shares office space with a company
owned by 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.
Item 4. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth certain information as of May
14, 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 May 14, 1999, there were 21,710,398 shares of Common
Stock outstanding.
<TABLE>
<S> <C> <C>
Name and Address of
Beneficial Owner (1) Amount and Nature of Percent of Class
Beneficial Ownership (2)
Internet TV Connector
Corp. 4,444,736 Common Shares 20.47% Common Shares
Leon Kline 736,800 Common Shares 3.39% Common Shares
Eric and Barbara
Anderson 1,000,000 Common Shares; 4.61% Common Shares
All directors and
executive officers as a
group (2 persons) 1,736,800 Common shares 7.99% 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:
<TABLE>
<S> <C> <C>
Name Age Position
- ---------------- -------------------------------------
Leon Kline 27 President, Treasurer, Chief Executive
Officer and Director
Barbara Anderson 53 Vice President/Secretary/Director
</TABLE>
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, accounts, public relations and consultants. His
experience with computers and the process of manufacturing
has been valuable in personally 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. At such position, 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 the assisting of associates in
marketing and meeting with possible 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 his capacity for the
newsletter, he developed a risk free 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. Barbara Anderson has been the Vice President,
Secretary and Director of the Company since its inception in
April 1996. Since April 1996, Mrs. Anderson has been
involved with Anderson Computers/Tidalwave Corp. in a
support capacity to Leon Kline. In that capacity, she
organized the telephone sales response team for the Company.
Mrs. Anderson also assisted in the training of the telephone
sales team. Furthermore, Mrs. Anderson was also responsible
for development of the system that allows consumers to
purchase products from Anderson Computers/Tidalwave Corp.
through the use of their credit cards. Mrs. Anderson's
educational experience includes a Bachelor of Arts Degree
from Rosary College in 1968 and a Masters of Science Degree
in Education in 1972. Mrs. Anderson's work experience has
included the following: from 1968 through 1972, Teacher in
Elgin Public Schools; from 1974 through 1977, Real Estate
Salesperson at Keyes Company, Ft. Lauderdale, Florida; from
1977 through present, Office Manager for Dental Practice of
Eric R. Anderson, D.D.S.
On May 14, 1999 Barbara Anderson tendered her resignation as
Vice President, Secretary and Director of the Company
effective June 1, 1999. The Company has appointed James
Baker to succeed Ms. Anderson as Vice President and
Secretary commencing June 1, 1999. No one will succeed Ms.
Anderson as Director of the Company.
Mr. Baker is an attorney. His employment history has
included positions as counsel for Statewide Lending Centers,
Inc., Citizens 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. Mr. Baker
worked as 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 Cheney, an insurance defense
law firm. Mr. Baker obtained his law degree from Western
State University School of Law 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
Barbara Anderson 1997 and 1998 None
Vice President/Secretary
and Director
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
On February 2, 1998, the Company completed a Regulation D
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 September 29, 1998, Anderson entered into a
Representation Agreement with Wall Street Marketing Group,
Inc. ("Wall Street Marketing") Pursuant to the terms of
this Agreement, Wall Street Marketing was retained to
represent, assist and advise Anderson with regard to the
marketing, public relations and public appearances for the
Company.
On January 21, 1999, Anderson 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.
On March 25, 1999, Anderson entered into an agreement with
Micro Doctor, Inc. ("Micro Doctor") whereby Micro Doctor
agreed to exclusively sell Anderson's tidalwave computer
systems along with other equipment such as software,
monitors, printers and accessories.
On April 1, 1999, Anderson entered into a consulting
agreement with Advantage Link, Inc. ("Advantage Link")
Pursuant to the consulting agreement, Anderson retained
Advantage Link to represent, advise, counsel and assist
Anderson in its corporate development, public relations,
public appearances and marketing.
On April 7, 1999, Anderson 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. computer
related products and services.
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
B. Holders: The number of record holders of shares of the
Company's common stock as of May 14, 1999 was 337. The
aggregate number of shares of the Company's common stock
issued and outstanding as of May 14, 1999 was 21,710,398.
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.
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 Copmpany's tidalwave computers. Such
shares are "restricted" in accordance with Rule 144 of the
Securities Act.
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. 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 May 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:
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;
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 May 14, 1999, 21,710,398 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, as 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 of
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 statusas 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 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 did not contain an
adverse opinion or disclaimer of opinion and was not
modified as to uncertainty, audit scope or accounting
principles. Furthermore, the decision to change accountants
was approved by the Company's Board of Directors. There
were not any 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.
27 Financial Date Schedule
<EXHIBIT>
3(i)
ARTICLES OF INCORPORATION
OF
ANDERSON COMPUTERS/TIDALWAVE CORP.
The undersigned incorporator hereby forms a corporation
under Chapter 607 of the laws of the State of Florida.
ARTICLE I. NAME
----------------
The name of the corporation shall be:
ANDERSON COMPUTERS/TIDALWAVE CORP.
The address of the principal office of this corporation
shall be 320 plaza Real, Suite 307, Boca Raton, Florida
33432, and the mailing address of the corporation shall be
the same.
ARTICLE II. NATURE OF BUSINESS
-------------------------------
This corporation may engage or transmit in any or all
lawful activities or business permitted under the laws of
the United States, the State of Florida or any other state,
country, territory or nation.
ARTICLE III. CAPITAL STOCK
--------------------------
The maximum number of shares of stock that this
corporation is authorized to have outstanding at any one
time is 100,000,000 shares of common stock having no par
value per share.
ARTICLE IV. REGISTERED AGENT
-----------------------------
The street address of the initial registered office of
the corporation shall be 1201 Hays Street, Tallahassee,
Florida 32301, and the name of the initial registered agent
of the corporation at that address is Corporation Services
Company.
ARTICLE V. TERM OF EXISTENCE
-----------------------------
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
----------------------
All corporate powers shall be exercised by or under the
authority of, and the business and affairs to the
corporation managed under the direction of its Board of
Directors, subject to any limitation set forth in these
Articles of Incorporation. This corporation shall have one
Director, initially. The name and address if the initial
member of the Board of Directors are:
Eric Anderson 1831 Northeast 45th Street
Ft. Lauderdale, Florida 33208
ARTICLE VII. INCORPORATOR
--------------------------
The name and street address of the incorporator to
these Articles of Incorporation:
Corporate Agents, Inc.
1201 Hays Street
Tallahassee, Florida 32301
The undersigned incorporator has executed these
Articles of Incorporation on April 23, 1996.
/s/ Deborah D. Skipper
----------------------
Incorporator
It's Agent, Deborah D. Skipper
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
----------------------------
Corporation Service Company, a Delaware corporation
authorized to transact business in this State, having a
business office identical with the registered office of the
corporation named above, and having been designated as the
Registered Agent in the above and foregoing Articles, is
familiar with and accepts the obligations of the position
of the Registered Agent under section 607.0505, Florida
Statutes.
By: /s/ Deborah D. Skipper
----------------------
It's Agent, Deborah D. Skipper
Authorized Service Representative
Corporation Service Company
<EXHIBIT>
3(ii)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
Pursuant to the provisions of Chapter 607, Florida Statutes,
the undersigned corporation adopts the following articles
of amendment to its articles of incorporation.
FIRST: The name of the corporation is:
ANDERSON COMPUTERS/TIDALWAVE CORP.
SECOND: The following amendment to the articles of
incorporation was adopted by the corporation:
ARTICLE 3 IS HEREBY AMENDED AS FOLLOWS
CAPITAL STOCK: The maximum number of shares of stock
that this corporation is authorized to
have outstanding at any one time is
20,000,000 shares.
15,000,000 are common with a par value of
$.001
5,000,000 are preferred with a par value
of $.001
THIRD: The amendment was adopted by the Board of
Directors and shareholders on the fourth day of June, 1997.
The number of voted cast by the shareholders was sufficient
for approval.
Dated: June 11, 1997
By: /s/ Leon Kline
---------------
LEON KLINE
President/Director
<EXHIBIT>
3(iii)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
Pursuant to the provisions of Chapter 607, Florida Statutes,
the undersigned corporation adopts the following articles of
amendment to its articles of incorporation.
FIRST: The name of the corporation is:
ANDERSON COMPUTERS/TIDALWAVE CORP.
SECOND: The following amendment to the articles of
incorporation was adopted by the corporation:
ARTICLE 3 IS HEREBY AMENDED AS FOLLOWS:
CAPITAL STOCK: The maximum number of shares of
stock that this corporation is
authorized to have outstanding at
any one time is 100,000,000 shares
of common stock having $.001 par
value per share and 5,000,000
shares of preferred stock having
.001 par value.
THIRD: The amendment was adopted by the Board of
Directors and shareholders on the 12th day of May, 1998.
The number of voted cast by the shareholders was sufficient
for approval.
Dated: May 15, 1998
By: /s/ Leon Kline
------------------
LEON KLINE
President/Director
<EXHIBIT>
3(iv)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
Pursuant to the provisions of Chapter 607, Florida Statutes,
the undersigned corporation adopts the following articles of
amendment to its articles of incorporation.
FIRST: The name of the corporation is:
ANDERSON COMPUTERS/TIDALWAVE CORP.
SECOND: The following amendment to the articles of
incorporation was adopted by the corporation:
ARTICLE 3 IS HEREBY AMENDED AS FOLLOWS:
CAPITAL STOCK: The maximum number of shares of
stock that this corporation is authorized to have
outstanding at any one time is 100,000,000 shares of common
stock having .001 per share.
THIRD: The amendment was adopted by the Board of
Directors and shareholders on the 16th day of May, 1998.
The number of voted cast by the shareholder was sufficient
for approval.
Dated: May 16, 1999
By: /s/ Leon Kline
----------------
LEON KLINE
President/Director
<EXHIBIT>
3(v)
BYLAWS
OF
ANDERSON COMPUTERS/TIDALWAVE CORP.
ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the
statements prescribed by Section 607.0625 of the Florida
Business Corporation Act ("Business Corporation Act") and by
any other applicable provision of law, must be signed,
either manually or in facsimile, by any one of the following
officers: the President, a Vice President, the Secretary,
an Assistant Secretary, the Treasurer, an Assistant
Secretary, or by an officer designated by the Board of
Directors, and may bear the corporate seal or its facsimile.
If the person who signed, either manually or in facsimile, a
share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless
valid.
2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue
fractions of a share or pay in money the fair value of
fractions of share: make arrangements, or provide reasonable
opportunity, for any person entitled to or holding a
fractional interest in a share to sell such fractional
interest or to purchase such additional fractional interests
as may be necessary to acquire a full share; and issue
scrip in registered or bearer form, over the manual or
facsimile signature of an officer of the corporation or its
agent, entitling the holder to receive a full share upon
surrendering enough scrip to equal a full share. Each
certificate representing scrip must be conspicuously labeled
"scrip" and must contain the information required by of
Section 607.0625 of the Business Corporation Act. The
holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the
corporation upon liquidation. The holder of scrip is not
entitled to any of these rights unless the scrip provides
for them. The Board of Directors may authorize the issuance
of scrip subject to any condition considered desirable,
including (a) that the scrip will become void if not
exchanged for full shares before a specified date; and (b)
that the shares for which the scrip is exchangeable may be
sold and the proceeds paid to the scripholders.
3. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set
forth in the articles of incorporation, these Bylaws, or any
written agreement in respect thereof, transfers of shares of
the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, or
with a agent or a registrar and on surrender of the
certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws,
the person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever
any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the
Secretary of the corporation shall be so expressed in the
entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of
determining shareholders entitled to notice of or to vote
any meeting of shareholders to demand a special meeting, or
to take any other action, the Board of Directors, of the
corporation may fix a date as the record date for any such
determination of shareholders, such date in any case to be
not more than seventy days before the meeting or action
requiring such determination of shareholders. A
determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty days (120)
days after the date fixed for the original meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of
the right to notice of a meeting of shareholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be,
the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and
to a holder or holder of record of outstanding shares when
the corporation is authorized to issue only on a class of
shares, and said reference is also intended to include any
outstanding share or shares and any holder or holders of
record of outstanding shares of any class upon which or upon
whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon
whom the Business Corporation Act confers such rights
notwithstanding that the articles of incorporation may
provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
6.SHAREHOLDER MEETING.
-TIME. The annual meeting shall be held on the date
fixed from time to time by the directors. A special meeting
shall be held on the date fixed from time to time by the
directors except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.
-PLACE. Annual meetings and special meetings shall be
held at such place in or out of the State of Florida as the
directors shall from time to time fix.
-CALL. Annual meetings may be called by the directors
or the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors, the President , or the Secretary
or by an officer instructed by the directors or the
President to call the meeting. Special meetings may
be called in like manner.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF
NOTICE . The corporation shall notify shareholders of the
date, time, and place of each annual and special
shareholders' meeting. Such notice shall be no fewer than
ten or more than sixty days before the meeting date. Unless
the Business Corporation Act or the articles of
incorporation require otherwise, notice of an annual meeting
need not include a description of the purpose or purposes
for which the meeting need not include a description of the
purpose or purposes for which the meeting is called.
Notice shall be given in the manner provided in Section
607.0141 of the Business Corporation Act, by or at the
direction of the President, the Secretary, or the officer or
persons calling the meeting. Notice of a special meeting
must include a description of the purpose or purposes for
which the meeting is called. Unless the Business
Corporation Act or the articles of incorporation require
otherwise, the corporation is required to give notice only
to shareholders entitled to vote at the meeting. A
shareholder may waive any notice required by the Business
Corporation Act, the articles of incorporation, or the
Bylaws before or after the date and time stated in the
notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the
corporation for inclusion in the objection to lack of notice
or defective notice of the meeting, unless the shareholder
at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; or waives
objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described
in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
-VOTING LIST FOR MEETING. After fixing a record date
for a meeting, the corporation shall prepare an alphabetical
list of the names of all its shareholders who are entitled
to notice of a shareholders' meeting, arranged by voting
group, with the address of and number and class and series,
if any of shares held by each shareholder. The
shareholders' list must be available for inspection by any
shareholder, for a period of ten days prior to the meeting
or such sorter time as exists between the record date and
the meeting and continuing through the meeting at the
corporation's principal office, or at a place identified in
the meeting notice in the city where the meeting will be
held, or at the office, of the corporation's transfer agent
or registrar. A shareholder, his agent or attorney is
entitled on written demand to inspect the list subject to
the requirements of Section 607.1602(3) of the Business
Corporation Act, to copy the list, during regular business
hours and at his expense, during the period it is available
for inspection. The corporation shall make the
shareholders' list available at the meeting, and any
shareholder, or his agent or attorney is entitled to inspect
the list at any time during the meeting or any adjournment.
-CONDUCT OF MEETING. Meetings of the shareholders
shall be presided over by one of the following officers in
the order of seniority and if present and acting - the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, a Vice President, if any, or,
if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the shareholders. The
Secretary of the corporation, or his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if
neither the Secretary nor an Assistant Secretary is present,
the chairman of the meeting shall appoint a secretary of he
meeting.
-PROXY REPRESENTATION. A shareholder may appoint a
proxy to vote or otherwise act for him by signing an
appointment from, either personally or his attorney-in-fact.
An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for up to eleven months,
unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by
the shareholder unless the anointment form conspicuously
states that it is irrevocable and the appointment is coupled
with an interest.
-SHARES HELD BY NOMINEES. The corporation may
establish a procedure by which the beneficial owner of
shares that are registered in the name of a nominee is
recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the
procedure.
-QUORUM . Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of
the votes entitled to be cast on a matter by a voting a
group constitutes a quorum o that voting group for action on
that matter. Shares entitled to vote as a
separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect
to that matter. Once a share is represented for any purpose
at a meeting, it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for
that adjourned meeting.
-VOTING. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at
a meeting at which a quorum is present. If a quorum exists,
action on a matter, other than the election of directors, by
a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast
opposing the action, unless the articles of
incorporation or the Business Corporation Act requires a
greater number of affirmative votes.
7. ACTION WITHOUT MEETING. Unless otherwise provided in
the articles of incorporation action required or permitted
by the provisions of the Business Corporation Act to be
taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding
stock of each voting group entitled to vote thereon having
not less than the minimum number of votes with respect to
each voting group that would be necessary to authorize or
take such action at a meeting at which all voting groups and
shares entitled to vote hereon were present and voted. In
order to be effective the action must be evidenced by one or
more written consents describing the action taken , dated
and signed by approving shareholders having the requisite
number of each voting group entitled to vote thereon, and
delivered to the corporation by delivery to its principal
office in State of Florida, its principal place of business,
the corporate Secretary, or another officer or agent of the
corporation having custody of the book in which proceedings
of meetings of shareholders are recorded. No written
consent shall be effective to take the corporate action
referred to therein, unless within sixty days of the date of
the earliest dated consent delivered in the manner require
by Section 607.0704 of the Business Corporation Act, written
consents signed by holders of shares having the number of
votes required to take action are delivered to the
corporation by delivery as set forth in Section
607.0704 of the Florida Business Corporation Act. Action
under thus paragraph be subject to the requirements of
Section 607.0704 of the Business Corporation Act.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate
powers shall be exercised by or under the authority of, and
the business and affairs of the corporation managed under
the direction of, a Board of Directors. The Board may fix
the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident
of the State of Florida. The initial Board of Directors
shall consist of one person, which shall be the number of
directors until changed. Thereafter, the number of
directors shall not be less than one (1) nor more than ten
(10). The number of directors may be fixed or changed from
time to time by the shareholders. The number shall never be
less than one.
3. TERMS AND VACANCIES. The Terms of the initial directors
of the corporation expire at the first shareholders' meeting
at which directors are elected. The terms of all other
directors expire at the next annual shareholders' meeting
following their election. A decrease in the number of
directors does not shorten an incumbent director's term.
The term of a director elected to fill a vacancy expires at
the next shareholders' meeting at which directors are
elected. Despite the expiration of a director's term, the
director continues to serve until his successor is elected
and qualifies or until there is a decrease in the number of
directors. Whenever a vacancy occurs on the Board of
Directors, including a vacancy resulting from an increase in
the numbers of directors, it may be filled by the
affirmative vote of a majority of the remaining directors,
through less than a quorum of the Board of Directors, or by
the shareholders, unless the articles of incorporation
provide otherwise.
4.MEETINGS.
-TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as
the directors may conveniently assemble.
-PLACE. The Board of Directors may hold regular or
special meetings in or out of the State of Florida at such
place as shall be fixed by the Board.
-CALL. No call shall be required for regular meetings
for which time and place have been fixed. Special meetings
may be called by or at the direction of the Chairman of the
Board, if any, the Vice Chairman of the Board, if any, of
the President, or of a unanimous decision by all of
the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular
meetings of the Board of Directors may be held without
notice of the date, time, place, or purpose of the meeting.
Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the
convenient assembly of the directors thereat. The notice of
a special meeting need not describe the purpose of the
meeting. Notice of a meeting of the Board of Directors need
not given to any director who signs a waiver of notice of
such meeting and a waiver of any and all objection to the
place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly
upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully
called or convened.
-QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed
in or fixed in accordance with these Bylaws. If a
quorum is present when a vote is taken, the affirmative vote
of a unanmious vote of directors present is the act of the
Board of Directors. The Board of Directors may permit any
or all directors to participate in a regular or special
meeting by, or conduct the meeting through use of, any means
of communication by which all directors participating may
simultaneously hear each other during the
meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
-CHAIRMAN OF THE MEETING. Meetings of the Board of
Directors shall be presided over by the following directors
in the order of seniority and if present and acting the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or by other director chosen by
the Board.
5. REMOVAL OF DIRECTORS . The shareholders may remove one
or more directors with or without cause pursuant to the
provisions of Section 607.0808 of the Business
Corporation Act.
6. COMMITTEES. The Board of Directors by resolution
adopted by a majority of the full Board of Directors, may
designate from among its members an executive committee and
one or more other committees each of which, to the extent
provided in such resolution or in the articles of
incorporation or the Bylaws, shall have and may exercise all
the authority of the Board of Directors, except such
authority as may not be delegated under the Business
Corporation Act. Each committee may have two or more
members, who serve at the pleasure of the Board of
Directors. The provisions of Sections 607.082, 607.0823,
and 607.0824 of the Business Corporation Act, which
govern meetings, notice and waiver of notice, and quorum and
voting requirements, apply to committees and their members
as well.
7. ACTION WITHOUT MEETING. Action required or permitted
by the Business Corporation Act to be taken at a Board of
Directors' meeting or committee meeting may be taken
without a meeting if the action is taken by all members of
the Board or of the committee. The action must be evidenced
by one or more written consents describing the action taken,
signed by each director or committee member. Action taken
under this paragraph is effective when the last director
signs the consent, unless the consent specifies a different
effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and
such other officers as may be deemed necessary, who may be
appointed by the directors. The same individual may
simultaneously hold more than one office in the corporation.
A duly appointed officer may appoint one or more officers or
assistant officers is authorized by the Board of Directors.
Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or
by direction of an officer authorized by the Board of
Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility
for preparation and custody of minutes of the directors' and
shareholders' meetings and for authenticating records of the
corporation.
The Board of Directors may remove any officer at any time
with or without cause.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the
corporation and the name of the initial registered agent of
the corporation are set forth in the original articles of
incorporation.
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
And Director
Dated: May 24, 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, May 24, 1999
Chief Executive
Officer and
Director
/s/ Barbara Anderson Secretary and May 24, 1999
Director
<EXHIBIT>
10 ANDERSON COMPUTERS/TIDALWAVE CORP.
INDEX TO FINANCIAL STATEMENTS
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
ANDERSON COMPUTERS/TIDALWAVE CORP.
BALANCE SHEETS
MARCH 31, 1999 AND 1998
ASSETS
<TABLE>
<S> <C> <C>
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
-------- --------
</TABLE>
Read accompanying Notes to Financial Statements.
ANDERSON COMPUTERS/TIDALWAVE CORP.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1999 AND 1998
<TABLE>
<S> <C> <C>
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
---------- ----------
</TABLE>
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> <C>
Common Stock Additional Stock
Number of Par Paid-in Subscription
Shares Value Capital Receivable Deficit Total
------ ----- ------- ------ ------- -----
BALANCE-MAR 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-MAR 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-MAR 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
------- --------
</TABLE>
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
-------- ------
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 are due on demand with interest payable monthly.
Due to Officer
Due to officer consists of advances made to the Company by
its President. 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 stocksales and through increasing operating
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.
During April 1999, 40,000 common shares were issued for a
total consideration of $6,000.
EXHIBIT 27 FINANCIAL DATA SCHEDULE
ANDERSON COMPUTERS\TIDALWAVE CORP.
Exhibit 27 - FINANCIAL DATA SCHEDULE
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] 795
[DEPRECIATION] 729
[TOTAL-ASSETS] 35,945
[CURRENT-LIABILITIES] 162,345
[BONDS] 0
[COMMON] 21,441
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] <147,841>
[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]
</TABLE>
