RICHARD I. ANSLOW & ASSOCIATES
4255 Route 9, Suite D
Freehold, New Jersey 07728
July 26, 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.
FORM 10-SB
FILED MAY 25, 1999
FILE # 0-26187
Dear Mr. Friar:
On behalf of Anderson Computers/Tidalwave Corp. (the
"Company"), we hereby file an edgarized copy of Amendment
No. 1 of the above-referenced Form 10-SB. It is our
understanding that the Post-Effective Amendment will undergo
the standard review process and we look forward to your
reply as to its status as soon as possible.
In response to your June 30, 1999 letter regarding the above
referenced Form 10-SB, the following are the responses to
the comments in such letter:
1. Your Form 10-SB should include all material business
information with regard to your company. According to the
press releases on your website, you have changed your
trading symbol, you are acquiring Mortgage Depot Online, you
have hired a vice president, and your current vice president
and Director, Barbara Anderson, has resigned. Moreover,
according to your accountant, there is substantial doubt whether your
corporation will survive the next fiscal year.
All of this information, and any other material financial
information, must be included in this Form 10.
The Company has revised its business plan in its entirety.
The Form 10-SB has been amended to reflect all of this
information as well as all other material financial
information.
2. Advise us of any familial or other relationships that
exist between Mr. Kline and Eric and Barbara Anderson.
Additionally advise us of the relationship between Mr. Kline
and the Internet TV Connector Corp. Depending upon the
nature of these relationships, we may have additional
comments on your disclosure. Also, please advise us of Eric
Anderson's current association with this company. We note
that he was the original director and currently allows the
company to use his property.
Leon Kline and Eric and Barbara Anderson have a
business relationship only and do not have any familial or
any other relationship. Eric Anderson resigned as a
director of the Company in May, 1998 and at this time his
only relationship with the Company is that both Eric and
Barbara Anderson own 1,000,000 shares of the Company and
Eric Anderson has agreed to allow the Company to use part of
his office space at no charge.
The relationship between Leon Kline and Internet TV
Connector Corp. was that Leon Kline was a founder and served
as the President and a Director of Internet TV Connector
Corp. from its inception through May, 1997. Internet TV
Connector Corp. was created to build, distribute, promote
license and sell a United States Patent which Leon Kline had
created, applied for and such patent application is
currently still pending. In May, 1997, Leon Kline resigned
as President and Director of Internet TV Connector Corp. He
intends to act as a consultant to such company if and when
the patent is issued.
Item 1. Description of Business
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3. Include the information required by Item 101 of
Regulation S-B of the Securities Act. Item 101 requires a
description of your business that includes the information
listed under (a) and (b) of this item. Information about
mergers, consolidations, purchase and sale of assets,
products and services and their markets, distribution
methods for your products and services, status of publicly
announced new products or services, licenses, franchises,
concessions, royalty agreements, or labor contracts,
including duration, and your total number of employees and
full time employees, all need to be specifically disclosed.
This includes information like your existing joint venture
with Cyberlink.com and your newly signed franchise agreement
with Amazon.com. This list is not exhaustive. You will
need to disclose all information about material business
transactions that you have conducted over the past three
years.
The Form 10-SB has been amended to include all
information required under Item 101 (a) and (b) of
Regulation S-B of the Securities Act.
The Company - page 1
- --------------------
4. This paragraph and many statements throughout this
Form 10-SB contain vague language from which a potential
investor cannot ascertain what you do. For example, your
second sentence states that you want to acquire "all" of the
assets of "several" companies that "use the Internet as a
vehicle for profit". This implies that you have specific
companies in which you would like to invest, but are not
disclosing the names. If you have specific intent toward
specific companies that have specific Internet businesses,
then disclose this information or else eliminate these statements from your
disclosure as they are not helpful to a
potential investor trying to assess your business.
Item 1. Description of Business under "The Company" and
"Business of the Company" in the Form 10-SB has been amended
to provide specific information regarding the companies
which the Company has targeted as potential investments and
we have removed all vague language regarding the possible
purchase of "unnamed" companies.
Business of the Company - Present Business - page 1
- ---------------------------------------------------
5. State specifically what you mean by "providing
technical, developmental, management, and business related
services."
Item 1. Description of Business under "The Company"
and "Business of the Company" in the Form 10-SB has been
amended to specify what the Company means by technical,
developmental, management and business related services.
Specifically, such paragraph states that the Company
provides technical support and training of computers and
software, developmental help to individual customers as
small businesses in designing and configuring computers and
computer systems.
6. State specifically what it means to be a "state of
the art" technology.
Item 1. Description of Business under "The Company"
and "Business of the Company" in the Form 10-SB has been
amended to indicate the meaning of "state of the art"
technology. Specifically, the company's Computers are state
of the art because only the most up to date computer parts
are used to ensure each computer is Y2K compliant.
7. State specifically what kinds of technical and
support services you have been supplying and to whom, what your area market is,
what kinds of equipment you have been
supplying and to whom, and what you mean by "in connection
with all related forms".
Item 1. Description of Business under "The Company"
and "Business of the Company" in the Form 10-SB has been
amended to reflect the kinds of technical and support
services provided by the Company. Specifically, the Company
provides Point of Sales systems for small businesses, sets
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 efficiently.
8. Explain what you mean by language like "customized
state of the art computers at low prices". Where
appropriate, provide concrete comparison numbers so that a
potential investor can see how your prices compare to in-store retail prices,
discount wholesalers, and other Internet computers sales businesses.
On Page 2 under Item 1. Description of Business under
"The Company" and "Business of the Company" in the Form 10-SB has been
amended to provide concrete comparison numbers between the Company and other
retail and discount wholesalers.
9. Begin a new paragraph when discussing Tidalwave's own
line of computers.
On Page 3, under Item 1. Description of Business, a
new paragraph has been added which discusses Tidalwave's own
line of computers.
10. Explain what you mean by "built to meet the needs of
individuals, families, schools and businesses"
On Page 2, under Item 1. Description of Business, the
Form 10-SB has been amended to explain what the Company means by this phrase.
Specifically, Tidalwave computers are pre-assembled and pre-configured
with software and are built to meet the needs of individuals requiring
special needs such as voice recognition software and/or video conferencing
and families needing learning software for children.
11. Explain what it means to be "priced to meet every
one's budget."
On Page 2, under Item 1. Description of Business, the
Form 10-SB has been amended to reflect how the Company's
products are priced to meet every one's budget.
Specifically, the Company is able to offer competitive
prices because of its low overhead.
12. Because you already state that your computers can run
all IBM-compatible software, eliminate the phrase "including
Internet access and browser software."
The Company has deleted this phrase from the amended
Form 10-SB.
13. Capitalize brand name items such as the Pentium
processor or the Palm Pilot.
All brand names have been capitalized in the amended
Form 10-SB.
14. Explain what you mean by the phrase "hottest brand
name components."
On Page 3, under Item 1. Description of Business, the
Company has provided an explanation of what it means by the
"hottest brand name components" in the amended Form 10-SB.
15. Include more complete disclosure about your joint
venture with Cyberlink.com.
On Page 5, under Item 1. Description of Business, the amended Form10-SB
provides a complete disclosure about the Company's joint venture with
Cyberlink.com. Specifically, the joint venture allows the Company to offer
through its corporate website internet services, telecommunication
services, internet related products and internet access.
Future Business
- ----------------
16. Please revise the Description of Business section to
explain in concrete terms what business that the company
intends to engage in. Do not include information other than
specific projects that have either been completed within the
past three years or are currently underway. For example, if
you are completing negotiations with new management,
disclose these facts specifically. Disclose how you expect
to build a business through acquisitions and consolidation
when you may not have the financial resources to support
such business operations.
On Page 6, under "Future Business", this section has
been revised to specifically explain what business the
Company intends to engage in and any specific projects that
have been or will be undertaken.
Competition
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17. Disclose what you mean by "Internet related
industry."
The Company has deleted the phrase "Internet related
industry".
18. Disclose the name of specific competitors in your
market.
On Page 9, under "Future Competition", the Form 10-SB
has been amended to specifically state the Company's
competitors in its market.
Gross revenues
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19. Confirm to us whether the date disclosed here is
accurate.
The Form 10-SB has been amended to reflect that the
sales decreased $36,834 from fiscal year ended March 31,
1998, not March 31, 1999.
Item 2. Management's Discussion and Analysis
- --------------------------------------------
20. A one page analysis is insufficient disclosure to
meet the requirements of Item 303 of Regulation S-B. Your
discussion needs to include a comprehensive discussion of
your results of operations over the past two years and your
prospects for the future. For example, Item 303 required
that you disclose any known trends, events, or uncertainties
that are reasonably likely to have a material impact on your
liquidity. Your accountant believes you are unlikely to
survive as a going concern, a fact that warrants disclosure
in this section and how you intend to overcome his concerns.
You need to include a specific analysis explaining why sales
for fiscal year 1998 decreased for 3% from 1997. You would
need to disclose how much money you are spending for your
public relations company and your management consultant.
Note that the instruction for Item 303 required that you
focus on material events known to management that would
cause the information you are reporting to be an inaccurate
predictor of future performance.
The Management Discussion and Analysis contained on
Page 10 has been revised to include a comprehensive
discussion of the results of operations for the past two
years and the future. The revised Management Discussion and
Analysis discloses the trends and events that may have a
material impact on the Company liquidity as well as the accountant's going
concern about the Company's survival and how the Company intends to overcome
such concerns. In addition, the revised Management Discussion and Analysis
includes all material information as required by Item 303.
21. Describe the nature and volume of the transactions
that generated sales in each period presented, i.e. computer
sales and how many sold.
On Page 11, the Management Discussion and Analysis
has been amended to reflect the nature and volume of the
sales generated in each period. The decrease in revenues
and increase in gross margins reflects the Company's focus
away from low margin computer hardware and software products
in 1997 and part of 1998 to selling higher marginal
technical computer services in 1998 and 1999.
22. Describe pricing considerations that allows the
company to realize a 29% gross profit margin (gross profit
divided by gross revenue) in fiscal year 1999 verses 6% in
fiscal year 1998.
On Page 11, the Management Discussion and Analysis
has been amended to show the considerations which allowed
the Company to realize a greater profit in fiscal year 1999.
23. Describe what the consultants have done and proposed
to do to assist the company. Indicate the time period over
which the consultants were engaged to perform their
services. If services will continue into fiscal year 2000,
state the cost of these services.
Roburt Dumas assisted the Company with finding
investors, locating institutions to fund the Company in the
future, research, finding Mortgage Depot Online Corporation
and assisted in meetings with Mortgage Depot Online
Corporation, assists in locating other possible acquisitions
and/or joint venture targets that are either involved in the
Internet, can be adapted to work on the Internet or are
involved in the mortgage industry. In addition, he assisted
in the Company's investor relations including receiving
calls and mailings. Mr. Dumas also located the Company's
accountant to undertake the audit. Mr. Dumas received
1,050,000 shares of common stock for his services and
consulting fees for one year from his contract date. After
that time, Mr. Dumas has agreed to assist the Company for no
additional fees. During this period, Mr. Dumas will receive
a percentage of any funds which he raises.
Advantage Link and Wall Street Marketing Group, Inc.
are marketing and promotion companies that handle the
writing and distribution of the Company's press releases.
Advantage Link was hired for such services from September
30, 1998 to March 31, 1999 and received 125,000 common
shares as consideration for its services. Wall Street
Marketing was hired April 1, 1999 for six months for 125,000
common shares. At the completion of this six month period,
the Company may rehire Wall Street Marketing Group, Inc. for
additional consideration.
24. Quantify the amount of proceeds from stock sales in
each period covered by the financial statements and through
a recent date. State how proceeds are or will be used. (A)
The amended Management Discussion and Analysis on
page 11 sets forth the proceeds from stock sales and how
these proceeds are being, or will be, used.
Liquidity and Working Capital Deficiency
- -----------------------------------------
25. Disclose specifically the name of the company that
you entered into an agreement with to sell your computers.
The Company entered into a joint venture agreement
with Micro Doctor, Inc. to sell its computers.
26. Disclose specifically the name of the company that
you have entered into an agreement with to expand your
Internet presence.
The Company entered into an agreement with
Cyberlink.com, Corp. to expand its Internet presence.
27. Disclose whether you have any potential investors or
acquisitions that you foresee will have a material impact on
Tidalwave.
The Company does have potential acquisitions which
will have a material impact on the Company. As stated in
the Business Plan Future Section and in the supplemental
section of this letter, the Company has purchased 4.9 % of
Citizens Title Services, Inc. and has signed a letter of
intent to acquire an additional 20.1%. After the signing of
a definitive purchase agreement, the Company's holding in
Citizen's Title Services, Inc. will be 25%. In addition,
the Company is in discussion with other online mortgage
companies but no letters of intent have been executed at
this time.
28. Disclose the basis for your projection of increased
sales.
The basis for the projection of increased sales are
the Company's anticipated acquisitions and promotions set
forth in the amended Form 10-SB.
Description of Property
- -----------------------
29. We assume that the shareholder who owns the property
is Eric Anderson, who appears to be the husband of Mrs.
Anderson. Further, we understand that she recently resigned
from her position with the company. Disclose here that Mr.
Anderson is the owner, explain how the company uses his
space and discuss how long the company can expect to use the
space rent free.
Page 14 of the amended Form 10-SB will disclose that
Eric Anderson is the owner of the property that the Company
uses as its main headquarters. The Company anticipates
moving from this space within the next 30-90 days at which
time it will move its headquarters to a leased space in
Coral Springs, Florida.
Security Ownership of Certain Beneficial Owners and
Management
- ----------------------------------------------------
30. Advise us why you do not consider Mr. Kline the
beneficial owner of the shares held by the Internet TV
Connector Corp. Please disclose who has voting and
investment control of Internet TV Connector Corp.
Internet TV Connector Corp. is a company that was
formed for the purpose of creating, manufacturing and
distributing a patent similar to MicroSoft's WebTV which was
created by Mr. Leon Kline. Mr. Kline was the beneficial
owner of less than five percent of outstanding shares held
by Internet TV Connector Corp. Since Internet TV Connector
Corp. is a shareholder of the Company, all Internet TV
Connector Corp. shareholders are entitled to 7,000 shares of
Anderson for each 20,000 shares of Internet owned.
Therefore, as reflected in the amended Form 10-SB, Mr. Kline
recently received 409,148 shares of the Company. At this
time, all Internet TV Connector Corp. shareholders have
received their allotted amounts of the Company. The
remaining 2,370,515 shares of the Company owned by Internet
TV Connector Corp. are being held by Internet TV Connector
Corp. to be used for the manufacturing, distribution,
advertising and promotions, legal expenses, accounting, and
working capital for employees if and when the patent is
approved. At that time, Mr. Kline will be hired as a paid
consultant of Internet TV Connector Corp.
Martin Ehrlich, President of Internet TV Connector
Corp. and Sol Kline, brother of Leon Kline have voting and
investment control of Internet TV Connector Corp.
Item 5. Directors, Executive Officer, Promoters and Control
Persons
- ------------------------------------------------------------
31. If Barbara Anderson is no longer a director or
employee of the company, please advise why information
pertaining to her is included in the filing.
Barbara Anderson is no longer involved with the
Company as an officer or director but her information was
included in the Form 10-SB since she resigned effective June
1, 1999 and the Form 10-SB was filed on May 25, 1999. The
Company has removed Ms. Anderson from the amended Form 10-
SB.
32. In discussing Mr. Kline's business experiences over
the past five years, remove all phrases that are non-
functional. For example, it is not relevant to your
disclosure that he has been "valuable" to the company, only
that he has designed Tidalwave's personal computers,
servers, and notebooks.
Page 15 of the amended Form 10-SB has been revised so
that Mr. Kline's business experience does not include any
phrases which are non-functional.
33. List Mr. Baker's position with Tidalwave and his age.
Page 15 of the amended Form 10-SB lists Mr. Baker's
position with the Company as Vice President and Secretary
and he is 49 years old.
34. Disclose where Western State University School of Law
is located.
Western State University School of Law is located in
San Diego, California.
Item 7. Certain Relationships and Related Transactions
- -------------------------------------------------------
35. Explain to us why you have included the disclosure
about your Regulation D offering, the Wall Street Marketing
Group, Micro Doctor, Advantage Link and Cyberlink.com. Item
404 of Regulation S-B applies to transactions between your
company and any director or officer of the company, any
nominee for election as a director, any security holder that
meets the terms of Item 403 of Regulation S-B, or any member
of the immediate family of people who fall under the
preceding qualifications that additionally falls under the
terms outlined in Item 404(b). That relationship should be
clearly explained in this section.
The Form 10-SB has been amended to remove the
disclosures regarding these transactions from this Section.
36. Explain to us why you have not included information
about transactions with Eric Anderson or the Internet TV
Connector Corp. in this section.
On Page 19 of the amended Form 10-SB we have included
information about transactions with Internet TV Connector
Corp. and Eric Anderson.
Item 9. Market for Common equity and Related Stockholder
Matters
- ----------------------------------------------------------
37. Replace the current trading symbol with the new
trading symbol and include the high and low trading prices
for the last two fiscal years as required by Item 201 of
Regulation S-B or advise us why you have not done so.
The trading symbol for the Company was changed to ACPTE by the NASD and
as of July 2, 1999 the symbol was returned to ACPT on the Electronic Pink
Sheets. The high trading price for the 2nd Quarter, 1999 was 1.072 and the
low trading price was .156 which is reflected in Item 9 of
the Form 10-SB.
Description of Securities - Authorized and Outstanding
Capital Stock
- ------------------------------------------------------
38. State, if true, that the outstanding shares of common
stock have been validly issued. Additionally, include as an
exhibit, a consent and opinion of counsel that the common
stock was validly issued, fully paid and nonassessable.
The outstanding shares of common stock have been
validly issued and our attorney opinion letter has been
added as an Exhibit to the Form 10-SB.
Item 14 - Changes and Disagreements With Accountants -
Page 16
- -------------------------------------------------------
39. Indicate the date that the new accountant was
engaged. See Item 304(a)(2) of Regulation S-K(A).
The new accountant was engaged on April 26, 1999.
40. Revise the third sentence of the second paragraph of
Item 14 disclosures to state that the former accountant's
report contained an explanatory paragraph addressing going
concern issues.
The third sentence of the second paragraph of Item 14
has been amended to state that the former accountant's
report contained a going concern opinion.
41. In the last sentence of the second paragraph,
indicate that there were no disagreements with the former
accountant from the company's inception of the company
through the date of dismissal.
The last sentence of the second paragraph has been
amended to indicate that there were no disagreements with
the former accountant from inception through the date of
dismissal.
42. Provide the letter from the former accountant at
Exhibit 16.
The letter from the former accountant has been added
to Exhibit 16.
Report of the Independent Accountant
- ------------------------------------
43. Include an executed report of the independent
accountant in the Form 10-SB. See item 302 of Regulation S-
T. (A)
The Form 10-SB has been amended to include the
executed report of the independent accountant.
44. Provide the report of the former accountant on the
March 31, 1998 financial statements. (A)
The Form 10-SB has been amended to include the report
of the former accountant on the March 31, 1998 financial
statements.
Note 5 - Related Party Transactions
- -----------------------------------
45. Disclose when the notes receivable were issued and
the period over which the officer's advances were made and
the purpose for which the funds were used. See paragraph 2
of SFAS 7. (A)
The financial statements have been amended to reflect
that the notes receivable were issued on various dates
between February 27, 1998 and May 13, 1998. The period over
which the officer's advances were made were between July and
August, 1996.
Stock Issued for Services
- -------------------------
46. Disclose how stock issued to employees and others for
services were valued. (A)
Stock issued for services were for par value and/or
for discount market value and the stock to others was issued
at a discount market value.
Item 15. Financial Statement and Exhibits
- ------------------------------------------
47. Please file as exhibits the company's material
contracts.
All of the Company's material contracts have been
added as Exhibits to the Form 10-SB.
Since the filing of the Form 10-SB on May 25, 1999,the
following has occurred:
The Company has sold additional restricted common
shares from treasury to the following individuals and
entities:
<TABLE>
<S> <C> <C>
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>
Pursuant to the issuance of these additional shares from
treasury, the outstanding common shares are currently
21,872,198.
In June 1999, acquired 4.9% of Citizen's Title Services,
Inc. and in July, 1999 it signed a letter of intent to
acquire an additional 20.1% of Citizens Title. After the
signing of the definitive purchase agreement, the Company's
holding in Citizens Title Services, Inc. will be 25%. In
addition, the Company plans to acquire a minimum of an
additional 15% during the next 60 days increasing ownership
to at least 40% by December, 1999. Citizen's Title
Services, Inc. closed over $100 million in loans in 1998. To
date, negotiations are still continuing with several
mortgage and mortgage services companies to be part of the
Company. The Company feels confident that it will sign a
letter of intent with one of these companies within the next
60 days, which will soon be followed by a purchase
agreement. With planned acquisitions through the issuance
of common stock and strategic alliances with other mortgage
origination and mortgage service companies, the Company is
optimistic that it will be profitable in the near future.
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. 1 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 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 of computers and software,
developmental help to individual customers as well as small
business in designing and configuring computers and computer
systems. This includes home systems consisting of computer.
monitor, printer and software as well as POS (Point of
Sales) systems for small businesses, 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 proves other business related services and
products such as POS software, cash drawers, receipt
printers for small businesses for 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
personal to insure confidence to its customers and potential
customer's; and (2) equipment, instruments, devices,
appliances, and parts in connection with all related forms
whether mechanical, electrical otherwise including products
under development.
The Company is a reseller of customized state of the art
computers at low prices on the Internet. The Company's
computers are state of the art because only the most up to
date computer parts are used 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 and pre-configured with software and are built to
meet the needs of individuals requiring special needs such
as voice recognition software and/or video conferencing,
families needing 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 or educational software 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, and 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, software and multimedia
applications. There are three models of Tidalwave Computers
which are priced to meet everyone's budget requirements, yet
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 start under $600, the Surf line which start under $800
and the Tsunami line which start at approximately $1,100.
The Company is able to offer such competitive prices because
of its low overhead. Tidalwave computers back in 1996 and
1997 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 our competitors. Sometimes the Company's
computers are slightly more expensive then it's competitors
but we have seen that our customers are willing to pay a
little more for personalized friendly service. Others like
the availability to being able to design their own computer
systems, and with the Company's willingness to order in
special parts the other computer companies will not.
Customers don't have to use the configurations offered in
the Value, Surf, or Tsunami line they can just be used as
examples. The Company feels that most second time computer
buyers really customizes the computers they order with the
type of equipment specifically want. The Company uses parts
inside of each Tidalwave Computer from manufactures 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 that they have
read about in magazines but have not hit the shelves of the
local computer stores yet.
Besides its line 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 type of computer equipment
from manufacturers such as AST, APC, Digital, Intuit,
Microsoft, NEC, Toshiba, Tripp Lite and many more. In
addition, the Company sells all major brands of monitors
such as CTX, Hitachi, MAG Innovision, Mitsubishi, NEC,
Panasonic, Sony, Viewsonic and printers such as Cannon,
Epson, Hewlett Packard, and Okidata, scanners from Hewlett
Packard, as well as 3Com Palm Pilots.
The Company, prior to its joint venture agreement with Micro
Doctor, Inc. purchased all of it computers, 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 has also had their line
of Tidalwave Computers manufactured by several different
companies. The Company chooses to out source the
Manufacturing of it's Tidalwave Computers for several
reasons, the manufactures used have stronger buying power
then the Company insuring lower costs, they also have more
experience in building computers than the Company because
they have been in the industry much longer. The Company
will only buy from manufactures that have high quality
control, as well as the availability of additional technical
support if needed, as well as repair facilities. At this
time the Company still purchases product from the
distribution channel but only replacement parts for past
Tidalwave Computers sold and only for small order by
pervious customers.
In 1998 the company aggressively began looking for potential
profitable companies to acquire and later did a few national
press release 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 affiliate
of Beyond.com in December of 1998. After getting approval
from both Amazon.com and Beyond.com on its 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 Amzxon.com and the
Company and/or 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 list available on
it most popular books and Beyond.com make lists and
advertisements available of popular software titles to place
on the Company's corporate web-site.
During this 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 as profits
started to diminish and as 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 determining were
it was to go. 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 Management the time to go out and seek potential
acquisition candidates in an established filed that could
use the Internet as vehicle into establishing a strong hold
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 over the Internet from a large
verity of different computer internal parts when placing an
order for a custom made computer. These parts include CPU,
motherboard, memory, video card, sound card, modem, hard
drive, and more using state of the art software customers
can custom build and order over the Internet their own
customized computers on-line using Micro Doctor, Inc.'s
interactive e-commerce technology. 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 that Micro Doctor, Inc. sells. Micro Doctor, Inc.
also is in charge of all manufacturing of the Tidalwave
computers. These computers are built on as 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 though it 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.
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 Letter of Intent with Mortgage Depot Online
Corporation. This acquisition still has not been finalized
by the signing of a definitive purchase agreement and the
Company is continuing to do further due diligence.
The Company Signed Purchase Agreement with Citizen's Title
Services, Inc. in June 1999. In this purchase agreement the
Company acquired in a stock swap a 4.9% position in
Citizen's Title Service, Inc. 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 has a network infrastructure that allows for
expansion of satellite title offices communicating over a
frame relay circuit. This allows for seamless and smooth
closings for mortgage loans throughout the state of Florida.
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 in to 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 Business
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 the can benefit each other by taking advantage of
their exclusive markets, increasing market share and
combining them to 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
focus of the company. 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 as the
Company plans on changing its main focus and start to
aggressively start developing it's Mortgage and Mortgage
Service 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. on 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 September, 1999. The Company plans on
acquiring a minimum of an additional 15% in Citizen's Title
Services, Inc. increasing ownership to at least 40% by
December, 1999.
Every successful mortgage origination requires that the loan
be 'closed' by way of signing the note, mortgage and other
related documents. To assure proper chain of title and
perfection of liens, the closing service also performs a
title search, exam, document preparation and other forms of
lender-required insurance's, escrow services, and closing
agent expertise. The completed 'loan package is returned to
the lender, funds dispersed, escrows established and various
fees and funds are collected to consummate the new agreement
between the lender and borrower. Because the business
sources for title are directly linked to mortgage loan
origination, its growth and decline parallel that of the
mortgage industry directly. Growth in this industry comes
from increasing market share through brand name recognition
among realtors and lenders, as well as, building various
business relationships with the same. Currently Citizen's
Title Services, Inc. and Company have solicited a software
firm in Miami to complete and expand its web pages and to
implement its exclusive title/closing package software.
This cutting edge software will give the Company technology
it needs to become a market leader.
At this time the Company is still in its due diligence
period with Mortgage Depot Online Corporation and can not
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 the Company 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 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 feels though the acquisitions of Citizen's Title
Services, Inc. as well as several Mortgages companies during
the next 12 month that the Company will due at 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 a
mortgage company this new direction will the key focus of
the Company. Within the next 60 days the Company plans on
changing its name and symbol to more reflect the Company's
future direction.
Since the Company is acquiring established business its
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
an capital if necessary through private placements. If
additional capital is raised most it if will be used for
promotions, software development, and lastly working
capital.
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 the Company
is in negotiations with, 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 more than offset 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
manufactures such as Intel, Diamond, Microsoft, Western
Digital, etc., and all Tidalwave computers are Y2K compliant
as only the most up to date parts are used. Besides our
line of "Tidalwave" computers, we sell other name brand
computers, peripherals, software and computer supplies from
manufactures 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 product offered from both Amazon.com and
Beyond.com on it 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. 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.
allowed the Company's customers to a wider variety of
personal and business solutions when customizing their own
Tidalwave Computers over the Internet. This was possible
when the Company was able to link 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 talks with
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 in
the Company's future direction.
Results of Operations
<TABLE>
<S> <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 265 265 265
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 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) and 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 management consulting fees
incurred of approximately $27,000.
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 199 respectively.
Although our auditor included an explanatory paragraph about
our ability to continue as a going concern in our audited
financial statements, we believe we can overcome his
concerns. 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. Our becoming an "associate" of
Amazon.com and an "affiliate" of Beyond.com are new and we
have not yet had a chance to market these services to our
customers to our full potential. As is true with our newly
signed joint venture agreements with Cyberlinkcom Corp. and
Micro Doctor, Inc. The Company has also 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. We also
believe that our auditor's concerns will be overcome as
explained in the next section.
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 was not where the Company's focus should
be. 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 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 be 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, which
will soon to be followed 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 its headquarters to a leased
space in 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
Beneficial Owner (1) of Beneficial Ownership (2) Percent of Class
- -------------------- --------------------------- ----------------
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, accounts, public relations 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. 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. James Baker has been the Vice President and Secretary
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. 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 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:
<TABLE>
<S> <C> <C>
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
</TABLE>
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.
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.
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 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 a $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, 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 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 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 Date Schedule
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: July 26, 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 July 26, 1999
- -------------- Chief Executive
LEON KLINE Officer and
Director
/s/ James Baker Vice President and July 26, 1999
- -------------------- Secretary
JAMES BAKER
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
/s/ Earl M. Cohen, C.P.A., P.A.
--------------------------------
EARL M. COHEN, C.P.A., P.A.
INDEPENDENT AUDITORS REPORT
TO: The Board of Directors
Anderson Computers/Tidalwave Corporation
Fort Lauderdale, Florida
We have audited the accompanying balance sheets of Anderson
Computers/Tidalwave Corporation, as of March 31, 1998 and
1997 and the related statements of operations, changes in
stockholders' deficiency and cash flows for the year ended
March 31, 1998 and from April 23, 1996 (inception) through
March 31, 1997. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit also 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. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above
present fairly, in all material respects, the financial
position of Anderson Computers/Tidalwave Corporation as of
March 31, 1998 and 1997 and the results of its operations
and its cash flows for the year ended March 31, 1998 and
from April 23, 1996 (inception) through March 31, 1997 in
conformity with generally accepted accounting principles.
The accompanying financial statement have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note (8) to the financial statements, the
Company has experienced net loses of $43,361 for the year
ended march 31, 1998 and $12,662 from April 23, 1996
(inception) through March 31, 1997. The Company's financial
position and operating results raise substantial doubt about
its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note
(8). The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
/S/ Durland & Company, CPA's, P.A.
----------------------------------
DURLAND & COMPANY, CPA'S, P.A.
Palm Beach, Florida
August 18, 1998
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.
During April 1999, 40,000 common shares were issued
for a total consideration of $6,000.
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 Date Schedule
EXHIBIT 3(i) ARTICLES OF INCORPORATION
- ---------------------------------------
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) FIRST ARTICLES OF AMENDMENT TO ARTICLES OF
INCORPORATION
- --------------------------------------------------------
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) SECOND ARTICLES OF AMENDMENT TO ARTICLES
OF INCORPORATION
- --------------------------------------------------------
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) THIRD ARTICLES OF AMENDMENT TO ARTICLES
OF INCORPORATION
- -----------------------------------------------------
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) BY-LAWS
- --------------------
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 holders 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 ny 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.
EXHIBIT 5 OPINION OF RICHARD I. ANSLOW, ESQ.
- --------------------------------------------
July 26, 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
Form10-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 10(i) LETTER OF INTENT
ANDERSON COMPUTERS/TIDALWAVE CORP.
1831 N.E. 45TH STREET
FT. LAUDERDALE, FLORIDA 33308
(954) 255-6753
July 9, 1999
Citizens Title Services, Inc.
210 University Dr., #208
Coral Springs, Florida 33071
RE: Letter of Intent between Anderson Computers/Tidalwave Corp. and
Citizens Title Services, Inc.
Dear Mr. Joseph P. Andy:
This letter hereby confirms the intent with respect to the
purchase by the undersigned, Anderson Computers/Tidalwave
Corp., or any designee thereof, in either case,
("Purchaser") of twenty point one (20.1%) of the issued and
outstanding stock ( the "Stock") of Citizens Title Services,
Inc. ("Seller"), subject to the terms of a definitive and
binding agreement to be negotiated and executed by the
parties ( "the Purchase Agreement").
Purchaser proposes to purchase the Stock based on the
following terms and conditions:
. Purchaser shall tender a combination of its common
stock and/or common stock warrants to the shareholders of
the Seller equal in value to twenty point one (20.1%)
percent of Sellers common stock in an amount equal to
$1,221,245 and based on the following formula. The purchase
price of $1,221,245 shall consist of common stock and/or
common stock warrants. If reverse split should happen
before closing the common stock and/or common stock warrants
will be adjusted accordingly. The purchase price will be
divided by the average daily trading price of the common
stock or Purchaser as it is quoted on the Pink Sheets and/or
OTC Electronic Bulletin Board for the thirty (30) trading day period prior
to the closing date herein. By way of example is such average is $0.50,
Seller shall receive 2,442,496 shares of warrants of Purchaser. Such shares
shall be "restricted" in accordance with Rule 144 or upon
the effectiveness of Purchasers registration statement. Mr.
Andy hereby agrees that upon such restriction being removed
from the share certificate, he shall not be able to sell
more than 100,000 shares per month.
The Purchase Agreement will include other appropriate terms
and conditions, including, but no limited to, standard
representations and warranties by the parties. The terms of
the Purchase Agreement will be negotiated by the parties and
their respective legal counsel promptly after signing this
letter of intent.
Both parties agree to exert all reasonable efforts to
negotiate, execute, execute the Purchase Agreement and close
on or before August 15, 1999. Provided that we are
negotiating in good faith from the date hereof through
August 15, 1999, you will not, during such period, solicit
offers for the Stock or assets of Seller or respond to
inquiries from, share information with, negotiate with or in
any way facilitate inquiries of offers from, third parties
who express or have heretofore expressed interest in
acquiring the Stock or assets of Seller.
Both parties agree to hold any and all information exchanged
or discovered with respect to the parties or the proposed
transaction in confidence and not to disclose the same to
any third party or to use any such information for any
purpose other than the transaction proposed herein all in
accordance with the confidentiality and nondisclosure
agreement which was fully executed by the parties on N/A,
1999. All parties agree to keep execution of this letter of
intent confidential. Further, both parties agree to
personally pat their own legal, accounting and other related
fees for this transaction.
In making this proposal, both parties understand that
neither party, or its respective designee, intends to create
any legal right or obligations at this time on the part of
either party, except with respect to the "no shop",
"confidentiality", and fee provisions contained in this
letter. No legal obligation to complete the proposed
transaction will be created until execution of the Purchase
Agreement (and satisfaction of all contingencies therein)
upon approval there by both parties or their respective
designees.
Immediately after execution of the Letter of Intent, Seller
shall provide Purchaser with the following due diligence:
1. Financial Statements for previous two (2) years;
and
2. All Tax Returns for previous two (2) years.
If the foregoing meets with your approval, please sign two
copies of this letter and return one to the undersigned.
Very truly yours,
Anderson Computers/Tidalwave Corp.
By: /s/ Leon Kline
- --------------------
Leon Kline, President
ACCEPTED AND AGREED TO
this 19th day of July, 1999
By: /s/ Joseph P. Andy
- ----------------------
Joseph P. Andy, President
EXHIBIT 10(ii) PURCHASE AGREEMENT BETWEEN COMPANY AND
CITIZENS TITLE SERVICES, INC.
- ------------------------------------------------------
ANDERSON COMPUTERS/TIDALWAVE CORP.
1831 N.E. 45TH STREET
FT. LAUDERDALE, FLORIDA 33308
(954) 255-6753
June 22, 1999
Citizens Title Services, Inc.
210 University Drive, #208
Coral Springs, Florida 33071
RE: Purchase Agreement between Anderson Computers/Tidalwave Corp.
and Citizens Title Services, Inc.
Dear Mr. Joseph P. Andy:
This letter hereby conforms the purchase by the undersigned,
Anderson Computers/Tidalwave Corp., or any designee thereof,
in either case, ("Purchaser") of four point nine (4.9%) of
the issued and outstanding stock ("the Stock") of Citizens
Title Services, Inc. ("Seller").
Purchaser purchases the Stock based on the following terms
and conditions:
. Purchaser shall tender a combination of its common
stock and/or common stock warrants to the shareholders of
the Seller equal in value to four point nine (4.9%) percent
of Sellers common stock in an amount equal to $297,717 and
based on the following formula. The purchase price of
$297,717 shall consist of common stock and/or common stock
warrants in an amount equal to one fourth (in contemplation
of a 4 to 1 reverse split, if reverse split should not
happen or a reverse split of another denomination, stock
will be adjusted accordingly of the purchase price divided
by the average daily trading price of the common stock of
Purchaser as it is quoted on the OTC Electronic Bulletin
Board for the thirty (30) trading day period prior to the
closing date herein. At the signing of this agreement the
thirty (30) day average daily trading price is $0.61. Seller
shall receive 488,000 shares or warrants of Purchaser. Such
shares shall be "restricted" in accordance with Rule 144 or
upon the effectiveness of Purchasers registration statement.
Mr. Andy hereby agrees that upon such restriction being
removed from the share certificate, he shall not be able to
sell more than 100,000 shares per month.
Further, both parties agree to personally pay their own
legal, accounting and other related fees for this
transaction.
If the foregoing meets with your approval, please sign two
copies of this letter and return one to the undersigned.
Very truly yours,
Anderson Computers/Tidalwave Corp.
By: /s/ Leon Kline, President
- -----------------------------
Leon Kline, President
ACCEPTED AND AGREED TO
this 22nd day of June, 1999
By: /s/ Joseph P. Andy
- -----------------------
Joseph P. Andy
President
WAYNE HORWITZ
Certified Public Accountant
Professional Association
July 21, 1999
Citizens Title Services, Inc.
Mr. Joseph Andy
210 University Drive
Suite 208
Coral Springs, Florida 33071
Dear Joe:
It was a pleasure speaking to you yesterday about Anderson
Computers purchasing a portion of your corporate stock. As
per your request, I am providing you with the following
financial information:
Date of Incorporation December 31, 1997
Began business on January 2, 1998
For the twelve months ended December 31, 1998
---------------------------------------------
Revenues were $985,220
Net income was $81,529
Over 1,100 property closings
Over $100,000,000 of mortgage insurance coverage
provided
Number of employees on December 31, 1998 were eleven
Total corporate assets as of December 31, 1998 were
$184,170
For the six months ended June 30, 1998
--------------------------------------
Revenues were $588,518
Net income was $62,964
Over 600 property closings
Over $50,000,000 of mortgage insurance coverage
Provided
Number of employees on June 30, 1999 were twelve
Total corporate assets as of June 30, 1999 were
$242,220
If I can be further assistance, please do not hesitate to
contact me.
Sincerely,
WAYNE HORWITZ, C.P.A., P.A.
/s/ Wayne Horwitz
- ------------------
Certified Public Accountant
EXHIBIT 10(iii) AGREEMENT BETWEEN COMPANY AND MICRO DOCTOR,
INC.
- -----------------------------------------------------------
ANDERSON COMPUTERS/TIDALWAVE CORP.
1831 N.E. 45th STREET
FT. LAUDERDALE, FLORIDA 33308
(954) 255-6753
March 25, 1999
Micro-Doctor Inc.
4195 Parkman Rd. NW
Warren, Ohio 44481
Attn: Mark Richmond, President
RE: Anderson Computers/Tidalwave Corp. with Micro
Doctor, Inc.
Dear Sir/Madam:
The following hereby sets forth the agreement between
Anderson Computers/Tidalwave Corp. ("Anderson") and Micro
Doctor, Inc. ("Micro"):
1. Anderson agrees to issue 203,314 restricted treasury
shares of Anderson to Micro to sell Anderson tidalwave
computers rather than Micro's brand. Such shares shall be
"restricted" for one year in accordance with Rule 144 and
will be received within 30 days of the signing of this
agreement. The amount of such share issuance will be based
upon the amount of Micro computers sold during the last
twelve (12) months and the projected number of tidalwave
computers sold by Micro over the next twelve (12) months,
multiplied by three times the average profit per computer
and then divided by the average closing prices of Anderson
stock for the last 30 trading days as it is quoted on the
NASDAQ OTC Bulletin Board.
2. Micro shall pay Anderson a monthly license fee based
on a percentage of the tidalwave computer system(s)
(tidalwave computer system is a tidalwave computer(s) along
with any additional equipment sold with it such as software,
monitor, printer, accessories, etc.) sold by Micro and
purchased by Tidalwave clients and customers (existing and
new)that contact Micro by web-site, phone, fax, or mail
and/or that Micro contacts under the direction of Anderson.
The following sets forth the agreed upon percentages to be
paid to Anderson for the sale of tidalwave computers by
Micro:
A. Fifteen (15%) percent of the monthly net
profits up to $10,000;
B. Twenty (20%) percent of the monthly net
profits from $10,001 to $25,000;
C. Twenty-five (25%) of the monthly net profits
from $25,001 to $50,000; and
D. Thirty (30%) of the monthly net profits over
$50,000.
For the purpose of this Agreement, the term "net profit"
shall mean the price shown on each Micro invoice or sales
agreement as "Total Sale", less the cost paid by the Company
for the Product sold including the cost of shipping and
handling, tax, credit card fees, insurance, any wire
transfers.
3. Anderson shall receive a ten (10%) percent "finders
fee" on all other business (all other business is any non-tidalwave system PC
product(s) such as non-tidalwave notebooks, computers, printers, monitors,
software, hard drives, memory, accessories, etc. sold by Micro and
purchased by tidalwave clients and customers (existing and
new)) generated from Anderson to Micro, by web-site, phone,
fax, or mail and/or that Micro contact under the direction
of Anderson on a monthly basis up to $25,000 and a twenty
(20%) per4cent "finders fee" over $25,001. All fees owed
pursuant to this agreement shall be paid on a monthly basis.
4. Anderson agrees to hyperlink its web-site to Micro's
web-site.
5. This agreement shall not be assigned without the
prior written consent of both parties to this agreement.
6. All notices, demands and other communications
required or permitted to be given hereunder shall be in
writing and shall be deemed to have been properly given if
delivered by hand or by registered or certified mail, return
receipt requested, with postage prepaid, to Seller or
Purchaser, as the case may be, at their addresses first
above written, or at such other addresses as they may be
designate by notice given hereunder.
7. This agreement contains all of the terms agreed upon
between Seller and Purchaser with respect to the subject
matter hereof. This Agreement has been entered into after
full investigation.
8. This agreement may not be altered, amended, changed,
modified, waived or terminated in any respect or particular
unless the same shall be in writing signed by the party to
be bound.
9. This agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
10. This agreement shall not be considered an offer or
an acceptance of an offer by Seller, and shall not be
binding upon Seller until executed and delivered by both
Seller and Purchaser. Upon such execution and delivery,
this agreement shall be binding upon inure to the benefit of
the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
If the foregoing meets with your approval, please sign two
copies of this letter and return one to the undersigned.
Very truly yours,
Anderson Computers/Tidalwave Corp.
By: s/s Leon Kline
- --------------------
Leon Kline
President
ACCEPTED AND AGREED TO
this 25th day of March, 1999
Micro Doctor Inc.
By: s/s Mark Richmond
- ---------------------
Mark Richmond
President
EXHIBIT 10(iv) AGREEMENT BETWEEN COMPANY AND CYBERLINKCOM
CORP.
- ---------------------------------------------------------
ANDERSON COMPUTERS/TIDALWAVE CORP.
1831 N.E. 45th STREET
FT. LAUDERDALE, FLORIDA 33308
(954) 255-6753
April 7, 1999
CyberLinkCom Corp.
47379 Westwood Place
Sterling, Virginia 20165-2415
Attn: Paul Duplessis, President
RE: Joint Venture Agreement between Anderson
Computers/Tidalwave Corp. and CyberLinkCom Corp.
("CyberLinkCom")
Dear Sir/Madam:
The following hereby sets forth the agreement between
Anderson Computers/Tidalwave Corp. ("Anderson") and CyberLinkCom Corp.
("CyberLinkCom"):
1. Anderson agrees to issue 25,800 restricted treasury
shares of Anderson to CyberLinkCom. Such shares shall be
"restricted" for one year in accordance with Rule 144 and
will be received within 30 days of the signing of this
agreement. These shares are to pay for the outstanding
balance of $6,900 which accounts for work performed to
Anderson's website for the last 30 months. Anderson will
also pay an additional $6,000 to CyberLinkCom in restricted
treasury shares so they can maintain a credit balance for
work that CyberLinkCom performs on the Anderson website in
the future. The amount of shares issued will be based on
the past balance and future credit balance total of $12,900
and then divided by the average closing prices of Anderson
stock for the last 30 trading days prior to the signing of
this Agreement as it is quoted on the NASDAQ OTC Bulletin
Board. CyberLinkCom will continue to send Anderson
statements on a periodic basis for accounting purposes, for
charges performed to the Anderson site, separate from the
remainder of this Agreement. There will be no charge for
updating the Anderson web-site for the items forthcoming in
this agreement as they will be in the best interest of
Anderson and CyberLinkCom.
2. CyberLinkCom shall pay Anderson a monthly referral
fee based on a percentage of the total net gross income
resulting from sales to customers referred to CyberLinkCom
by Anderson. Referrals may be made by linking to CyberLinkComn's web site or
by fax, email or phone. The following sets forth the agreed upon percentages
to be paid to Anderson for the sale of Internet services and products
by CyberLinkCom:
A. Twenty (20%) percent of the total monthly
net gross income up to $10,000;
B. Twenty Five (25%) percent of the total
monthly net gross income from $10,001 to
$25,000;
C. Thirty (30%) of the total monthly net gross
income from $25,001 to $50,000.
The above percentages can be reevaluated upon a six month
review by both parties. For the purpose of this Agreement,
the term "net gross" shall mean the gross income less direct
costs incurred by CyberLinkCom for rendering the services or
product sold to customers referred by Anderson.
3. This agreement shall not be assigned without the
prior written consent of both parties to this agreement.
4. All notices, demands and other communications
required or permitted to be given hereunder shall be in
writing and shall be deemed to have been properly given if
delivered by hand or by registered or certified mail, return
receipt requested, with postage prepaid, to Seller or
Purchaser, as the case may be, at their addresses first
above written, or at such other addresses as they may be
designate by notice given hereunder.
5. This agreement contains all of the terms agreed upon
between Seller and Purchaser with respect to the subject
matter hereof. This Agreement has been entered into after
full investigation.
6. This agreement may not be altered, amended, changed,
modified, waived or terminated in any respect or particular
unless the same shall be in writing signed by the party to
be bound.
7. Any disagreement arising out of this agreement will
be resolved by arbitration. Both parties agree to use a
registered independent Arbitrator in Loudoun County in the
Commonwealth of Virginia. The prevailing party shall be
entitled to fees and cost incurred in connection with the
enforcement of the terms and conditions determined by
arbitration.
If the foregoing meets with your approval, please sign two
copies of this letter and return one to the undersigned.
Very truly yours,
Anderson Computers/Tidalwave Corp.
By: s/s Leon Kline
- -----------------------
Leon Kline
President
ACCEPTED AND AGREED TO
this 7th day of April, 1999
CyberLinkCom Corp.
By: s/s Paul Duplessis
- ----------------------
Paul Duplessis
President
EXHIBIT 10(v) CONSULTING AGREEMENT BETWEEN COMPANY AND
ADVANTAGE LINK INC.
- ------------------------------------------------------
ADVANTAGE LINK INC.
Consulting Agreement
This AGREEMENT made this 1st day of April, 1999 by and
between ANDERSON COMPUTERS/TIDALWAVE CORPORATION
(hereinafter "Client") and ADVANTAGE LINK INC. (hereinafter
"Consultant").
WITNESSETH
In consideration of the mutual promises herein after made by
each to the other, Client and Consultant agree as follows:
1. CONTRACT SERVICES
Client hereby retains Consultant to represent, advise,
counsel, and assist Client an corporate development public
relations, public appearances and the marketing of client's
company. Client additionally hereby retains Consultant to
disseminate information from Client to licensed members of
the securities industry.
2. COMPENSATION FOR SERVICES
Client agrees to pay Consultant in the amount of (125,000)
one hundred twenty-five thousand non-restricted shares.
3. PAYMENT OF CONSULTANT'S FEE
Consultant shall be paid in full upon execution of this
agreement.
4. EXPENSES
Consultant is responsible for all expenses in promoting
Client's company.
5. DISCLAIMER OF LIABILITY
Consultant makes no guarantees to any results including but
not limited to trading activity, volume, or stock price with
respect to the timing, place, manner or fashion in which
consulting services are to be conducted.
6. NOTICES
All notices hereunder shall be effective if sent by
certified mail, postage prepaid to the following addresses:
If to the Consultant: ADVANTAGE LINK INC.
2375 E. Tropicana, Suite 757
Las Vegas, NV 89119
If to Client: Anderson Computers/Tidalwave Corp.
12092 Glenmore Drive
Coral Springs, FL 33071
7. ENTIRE AGREEMENT
This Agreement, sets forth the entire agreement between the
parties hereto and cannot be amended, modified or changed
orally.
8. FILING
This contract is signed in duplicate. Consultant agrees to
deliver one (1) copy to the Client within five (5) days of
its execution and retain one (1) copy for their files.
9. TERM
The term of this Agreement is for six months and shall begin
on the day hereof and shall continue until October 1, 1999.
IN WITNESS WHEREOF, the party hereto have hereunder signed
their name as hereinafter set forth.
By: /s/ Leon Kline
- -------------------
Leon Kline, CEO
Anderson Computers/Tidalwave Corp.
1831 N.E. 45th Street
Fort Lauderdale, FL 33308
4/1/99
------
(Date)
EXHIBIT 10(vi) AGREEMENT BETWEEN COMPANY AND WALL STREET
MARKETING GROUP
- --------------------------------------------------------
WALL STREET MARKETING GROUP
Representation Agreement
This AGREEMENT made this 29th day of September, 1998 by and
between ANDERSON COMPUTERS/TIDALWAVE CORPORATION
(hereinafter "Client") and WALL STREET MARKETING GROUP INC.
(hereinafter "Advisor").
WITNESSETH
In consideration of the mutual promises herein after made by
each to the other, Client and Advisor agree as follows:
1. CONTRACT SERVICES
Client hereby retains Advisor to represent, advise, counsel,
and assist Client in the marketing of client's company. Client additionally
hereby retains Advisor to represent, advise, counsel and assist Client in
public appearances and public relations.
2. COMPENSATION FOR SERVICES
Client agrees to pay Advisor in the amount of 125,000 non-
restricted trading shares of stock.
3. PAYMENT OF ADVISOR'S FEE
Advisor shall be compensated upon execution of this
agreement in full.
4. EXPENSES
Advisor is responsible for all expenses in promoting
Client's company.
5. DISCLAIMER OF LIABILITY
Advisor makes no guarantees to any results including but not
limited to trading activity, volume, or stock price with
respect to the timing, place, manner or fashion in which
financial and media relations are to be conducted.
6. NOTICES
All notices hereunder shall be effective if sent by
certified mail, postage prepaid to the following addresses:
If to the Advisor: WALL STREET MARKETING GROUP, INC.
4341 Boardwalk Drive, Suite 108
Huntington Beach, CA 92649
If to Client: Leon Kline
Anderson Computers/Tidalwave Corp.
12092 Glenmore Drive
Coral Springs, FL 33071
7. ENTIRE AGREEMENT
This Agreement, sets forth the entire agreement between the
parties hereto and cannot be amended, modified or changed
orally.
8. FILING
This contract is signed in duplicate. Advisor agrees to
deliver one (1) copy to the Client within five (5) days of
its execution and retain one (1) copy for their files.
9. TERM
The term of this Agreement is for six months and shall begin
on the day hereof and shall continue until April 1, 1999.
IN WITNESS WHEREOF, the party hereto have hereunder signed
their name as hereinafter set forth.
Wall Street Marketing Group Inc.
/s/ Mark Taggatz
- -----------------
Mark Taggatz
4351 Boardwalk Drive, Suite 108
Huntington Beach, CA 92649
Telephone: 714-964-1142
Fax: 714-625-1433
By: /s/ Leon Kline
- -------------------
Leon Kline, CEO
Anderson Computers/Tidalwave Corp.
1831 N.E. 45th Street
Fort Lauderdale, FL 33308
Telephone: 954-795-6008
September 29, 1998
- ------------------
(Date)
EXHIBIT 10(vii) AGREEMENT FOR CONSULTING SERVICES BETWEEN
COMPANY AND ROBERT A. DUMAS, JR.
- ---------------------------------------------------------
AGREEMENT FOR CONSULTING SERVICES
The undersigned, Anderson Computers/Tidalwave Corp.
hereinafter knows as "Client", hereby appoints and
authorizes Robert A. Dumas, Jr., as their "Consultant" for
corporate finance and management services.
. 1,050,000 shares of Anderson Computers/Tidalwave Corp.
(ACPT) stock to be issued from treasury. Such shares shall
be "restricted" in accordance with Rule 144.
. In addition to the above mentioned services, the
Consultant shall receive a Fund Raising Consulting Fee of
$30,000 per $100,000 raised, such fee shall be payable at
$10,000 per month for a three month period. If Consultant
services are no longer needed by Client, Client shall notify
Consultant in writing and Client shall pay any fees due
Consultant in full for services rendered. If Consultant
raises $400,000 or more, Client may give Consultant an
additional bonus in stock or cash, this amount will be
determined by Client.
. All expenses related to services provided. (Expenses
will be billed at direct cost. Amounts over $100.00 will
require prior approval by Client.)
This agreement shall be governed by and construed under the
laws of the State of New Jersey, without regard to conflicts
of law principals.
This Agreement shall not be binding or become effective
until and unless accepted by and signed by Consultant and
Client.
/s/ Leon Kline, President 1/21/99
- ------------------------- --------
Client: Anderson Computers/Tidalwave Corp. Date
/s/ Robert A Dumas, Jr. 1/21/99
- ------------------------ --------
Consultant: Robert A. Dumas, Jr.
EXHIBIT 10(viii) AGREEMENT BETWEEN COMPANY AND AMAZON.COM
- ---------------------------------------------------------
From: [email protected]
Sent: Thursday, December 17, 1998 10:01 PM
to: [email protected]
Subject: Amazon.com Associates program - your application
approved
Welcome to the Amazon.com Associates program your
application has been approved. Starting today, you're
eligible to earn referral fees from qualifying sales.
Your unique Associates ID is: andersoncomput0d
Linking information is available under the Linking Methods
section of the Associates program pages, at:
Http://www.amazon.com/associates/
We will be responsible for all customer service, including
payment processing, ordering, shipping, order status reports
and even returns of any kind. If any of your visitors
contact you with questions about their orders or using the
Amazon.com system, please direct them to our home page at
http://www.amazon.com/. The "Need Help?" link at the bottom
of our page gives them a list of appropriate contacts here
at Amazon.com.
We know from experience that some visitors may write to you
with questions and comments about books or music that you
already list and those that they think you should feature.
You should handle these messages, since you have the freedom
to choose which items to recommend.
As a reminder, either the Amazon.com logo or the phrase "In
association with Amazon.com" must be prominently displayed
somewhere on the sponsoring Web site. A selection of Amazon.com logos is
provided on our Web site in the Associates section. Follow the link to
"logos and artwork" to find these logos.
Http://www.amazon.com/exec/obidos/subst/assoc-art.html
Using one of these logos identifies you as an Amazon.com
Associates Program Participant. This tells your visitors
not only that books and CDs are for sale on your site, but
also that their order is safe with our familiar brand name.
Experience clearly shows that our best-selling associate
sites are those that use our brand name very prominently.
The logo or phrase may be linked to the following message,
at the Associate's option:
Amazon.com is please to have (sponsoring Web site name)
in the family of Amazon,com associates. We've agreed
to ship products and provide Customer services for
orders we receive through special links on (sponsoring
Web site name).
Amazon.com associates list selected books and music in
an editorial context that helps you make the right
choice. We encourage you to visit (sponsoring Web site
name) often to see what new items they've selected for
you.
Thank you for shopping with an Amazon.com associate.
Sincerely,
Jeff Bezos
President
Amazon.com
P.S. We guarantee you the same high level customer
service you would receive at Amazon.com If you have a
questions about an order you've placed, please don't
hesitate to contact us.
This exact text may be displayed on the sponsoring Web site
at the Associate's option, and is subject to change from
time to time at the discretion of Amazon.com.
If you have questions about how to form links or about anyother details
regarding the Associates program, we recommend that you look over the FAQ
and other helpful information found on our Web site. The URL for going
directly to the Associates program page is:
Http://www.amazon.com/associates/
It's a good idea to visit and bookmark this page for future
reference. If you can't find the answer to your question
here, please send e-mail to [email protected] with your
questions. Thanks again for joining us to bring this new
service to your visitors.
Sincerely,
Tom Schonhoff
Amazom.com Associates program
http://www/amazon.com/
EXHIBIT 10(ix) AGREEMENT BETWEEN COMPANY AND BEYOND.COM
- -------------------------------------------------------
From: [email protected] on behalf of
[email protected]
Sent: Thursday, December 17, 1998 11:40 AM
To: [email protected]
Your application has been pre-approved and your unique
affiliate number is AF23680. You can insert your unique
affiliate number into any Beyond.com URL that you would like
to link to and your user's purchases will be tracked
immediately.
Here's what you need to do to get started:
1. Review our Store Tips at
http://www.beyond.com/affiliate/tips.htm for ideas on how to
build a successful software store.
2. Read our Linking Instructions
(Http://www.beyond.com/affiliate/linking.htm)
For complete information on how to create your links.
3. Choose one of our graphics or logos to place on your
site. You can see the graphics we have available at
Http://www.beyond.com/affiliate/graphics.htm
4. Use a graphic or logo to create a link, and you are
on your way!
You will receive your final authorization via e-mail. You
may begin selling software immediately, but until you
receive you final authorization, you are not an official
participant, and Beyond,com reserves the right to deny your
full membership. You should receive final approval within
seven days.
Contact Information
Paul Duplessis
[email protected]
Anderson Computers/Tidalwave Corp.
Webmaster
703-430-3407
47379 Westwood Place
Sterling, VA 20165-2415
US
Payment Information
Paul Duplessis
Cyberlink Communications
Webmaster
Site Information
Site Name: Top Quality Computers at Rock Bottom Prices
Site URL: http://TidalwavePC.com
Site Description:
We sell a full range of brand name notebook and desktop
computers and peripherals. We also sell "Tidalwave"
notebook and desktop computers at guaranteed lowest prices
on the web.
If you have any questions, you may want to visit our
frequently Asked Questions (FAQ) page at:
Http://www.beyond.com/affiliate/faq.htm
for the answer to some of the questions we receive most
often.
You can also e-mail us at [email protected], we are happy
to help! (Please include your affiliate number within the
subject line so that we can easily locate your account.)
Thank you for joining the program. We look forward to
working with you!
Best,
Affiliate Program Team
[email protected]
EXHIBIT 16 LETTER FROM FORMER ACCOUNTANT
- ----------------------------------------
DURLAND & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
340 Royal Palm Way, 3rd Floor
Palm Beach, FL 33480
Telephone: 561-822-9906
Fax: 561-822-9942
17 July 1999
To the Board of Directors
Anderson Computers/Tidalwave Corp.
Ft. Lauderdale, FL
Dear Gentlemen:
This firm was paid in full for its audit of Anderson
Computers/Tidalwave Corp. for the years ended March 31, 1998
and 1997. We have had no disagreements with management
regarding accounting principled or policies.
Since we were not afforded an opportunity to review the Form
10 of the Company prior to its filing, and in fact only
learned of existence on Friday, July 16, 1999, the Board is
instructed that it is not allowed to use our report on the
above years at this time. This does not preclude the
possibility of such authorization in the future.
/s/ Durland & Company C.P.A's, P.A.
- -----------------------------------
Durland & Company, C.P.As, P.A.
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] 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] <377,919>
[EPS-BASIC] 0.02
[EPS-DILUTED] 0
</TABLE>
