U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
CORCORAN TECHNOLOGIES CORPORATION
-----------------------------
(Name of Small Business Issuer)
Delaware 52-2031531
- ------------------ ---------------
(State or Other I.R.S. Employer
Jurisdiction of Identification Number
Incorporation or
Organization)
1504 R Street, N.W., Washington, D.C. 20009
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
202/387-5400
_____________
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under
Section 12(g) of the Act: Common Stock, $.0001 Par Value
(Title of Class)
<PAGE>
PART I
ITEM 1. BUSINESS.
Corcoran Technologies Corporation (the "Company"), was
incorporated on March 27, 1997 under the laws of the State of
Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage
since inception and has no operations to date. Other than
issuing shares to its original shareholder, the Company has not
commenced any operational activities.
The Company will attempt to locate and negotiate with a
business entity for the merger of that target company into the
Company. In certain instances, a target company may wish to
become a subsidiary of the Company or may wish to contribute
assets to the Company rather than merge. No assurances can be
given that the Company will be successful in locating or
negotiating with any target company.
The Company has been formed to provide a method for a
foreign or domestic private company to become a reporting
("public") company whose securities are qualified for trading in
the United States secondary market.
There are certain perceived benefits to being a reporting
company with a class of publicly-traded securities. These are
commonly thought to include the following:
* the ability to use registered securities to make
acquisition of assets or businesses;
* increased visibility;
* the facilitation of borrowing from financial
institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options;
* enhanced corporate image;
* a presence in the United States capital market.
A business entity, if any, which may be interested in a
business combination with the Company may include the following:
* a company for whom a primary purpose of becoming
public is the use of its securities for the
acquisition of assets or businesses;
* a company which is unable to find an underwriter of
its securities or is unable to find an underwriter
of securities on terms acceptable to it;
* a company which wishes to become public with less
dilution of its common stock than would occur upon
an underwriting;
* a company which believes that it will be able obtain
investment capital on more favorable terms after it
has become public;
* a foreign company which may wish an initial entry
into the United States securities market;
* a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock Option
Plan;
* a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally
involve the transfer to the target company of the majority of
the issued and outstanding common stock of the Company, and the
substitution by the target business of its own management and
board of directors.
No assurances can be given that the Company will be able
to enter into a business combination, as to the terms of a
business combination, or as to the nature of the target company.
The proposed business activities described herein classify
the Company as a "blank check" company. See "GLOSSARY". The
Securities and Exchange Commission and many states have enacted
statutes, rules and regulations limiting the sale of securities
of blank check companies. Management does not intend to
undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein.
Accordingly, the shareholder of the Company has executed and
delivered a "lock-up" letter agreement affirming that such
shareholder will not sell or otherwise transfer its shares of
the Company's common stock except in connection with or
following completion of a merger or acquisition and the Company
is no longer classified as a blank check company. The
shareholder has deposited such shareholder's respective stock
certificate with the Company's management, who will not release
the respective certificates except in connection with or
following the completion of a merger or acquisition.
The Company is voluntarily filing this Registration
Statement with the Securities and Exchange Commission and is
under no obligation to do so under the Securities Exchange Act
of 1934.
The Company's business is subject to numerous risk
factors, including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history nor any revenues or
earnings from operations. The Company has no significant assets
or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This
may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a
business combination with a target company. There is no
assurance that the Company can identify such a target company
and consummate such a business combination.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS.
The success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial condition
and management of the identified target company. While
management intends to seek business combinations with entities
having established operating histories, there can be no
assurance that the Company will be successful in locating
candidates meeting such criteria. In the event the Company
completes a business combination, of which there can be no
assurance, the success of the Company's operations may be
dependent upon management of the target company and numerous
other factors beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an
insignificant participant in the business of seeking mergers
with and acquisitions of business entities. A large number of
established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of
companies which may be merger or acquisition target candidates
for the Company. Nearly all such entities have significantly
greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company
will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business
combination. Moreover, the Company will also compete with
numerous other small public companies in seeking merger or
acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER
TRANSACTION--No Standards for Business Combination. The Company
has no arrangement, agreement or understanding with respect to
engaging in a merger with or acquisition of a business entity.
There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not
identified any particular industry or specific business within
an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has
not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria
which it will require a target business opportunity to have
achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly,
the Company may enter into a business combination with a
business entity having no significant operating history, losses,
limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates
devoting up to ten hours per month to the business of the
Company. The Company's sole officer has not entered into a
written employment agreement with the Company and he is not
expected to do so in the foreseeable future. The Company has
not obtained key man life insurance on its officer or director.
Notwithstanding the combined limited experience and time
commitment of management, loss of the services of this
individual would adversely affect development of the Company's
business and its likelihood of continuing operations. See
"MANAGEMENT."
CONFLICTS OF INTEREST-GENERAL. The Company's officer and
director participates in other business ventures which may
compete directly with the Company. Additional conflicts of
interest and non-arms length transactions may also arise in the
future. Management has adopted a policy that the Company will
not seek a merger with, or acquisition of, any entity in which
any member of management serves as officer, director or partner,
or in which they or their family members own or hold any
ownership interest. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS - CONFLICTS OF
INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act") requires companies subject thereto to provide certain
information about significant acquisitions including certified
financial statements for the company acquired covering one or
two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some
target companies to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects
that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made available to
it, results of market research indicating that market demand
exists for the transactions contemplated by the Company.
Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand
is identified for a merger or acquisition contemplated by the
Company, there is no assurance the Company will be successful in
completing any such business combination.
LACK OF DIVERSIFICATION. The Company's proposed
operations, even if successful, will in all likelihood result in
the Company engaging in a business combination with only one
business opportunity. Consequently, the Company's activities
will be limited to those engaged in by the business opportunity
which the Company merges with or acquires. The Company's
inability to diversify its activities into a number of areas may
subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated
with the Company's operations.
REGULATION. Although the Company will be subject to
regulation under the Exchange Act, management believes the
Company will not be subject to regulation under the Investment
Company Act of 1940, insofar as the Company will not be engaged
in the business of investing or trading in securities. In the
event the Company engages in business combinations which result
in the Company holding passive investment interests in a number
of entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the Company
would be required to register as an investment company and could
be expected to incur significant registration and compliance
costs . The Company has obtained no formal determination from
the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act could subject the
Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target
company obtaining a controlling interest in the Company. Any
such business combination may require Management of the Company
to sell or transfer all or a portion of the Company's common
stock held by it, and to resign as a member of the Board of
Directors and an officer of the Company. The resulting change in
control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding
reduction in or elimination of his participation in the future
affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based
upon a business combination with a business entity which, in all
likelihood, will result in the Company issuing securities to
shareholders of such business entity. The issuance of
previously authorized and unissued common stock of the Company
would result in reduction in percentage of shares owned by the
present shareholder of the Company and would most likely result
in a change in control or management of the Company.
ASPECTS OF BLANK CHECK OFFERING. The Company may enter
into a business combination with a business entity that desires
to establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may
include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders or the
inability to obtain an underwriter or to obtain an underwriter
on terms satisfactory to the Company.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions.
The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the
Company and the target company; however, there can be no
assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes which may have
an adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management of the Company will request
that any potential business opportunity provide audited
financial statements. One or more attractive business
opportunities may choose to forego the possibility of a business
combination with the Company rather than incur the expenses
associated with preparing audited financial statements.
Such audited financial statements may not be available.
In such case, the Company intends to obtain certain assurances
as to the target company's assets, liabilities, revenues and
expenses prior to consummating a business combination, with
further assurances that an audited financial statement would be
provided after closing of such a transaction. Closing documents
relative thereto will include representations that the audited
financial statements will not materially differ from the
representations included in such closing documents.
ITEM 2. PLAN OF OPERATION
The Company intends to merge with or acquire a business
entity in exchange for the Company's securities. The Company has
no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. Neither the
Company's officer and director nor any affiliates have engaged
in any negotiations with any representative of any company
regarding the possibility of an acquisition or merger between
the Company and such other company.
The Company anticipates seeking out a target business
through solicitation. Such solicitation may include newspaper
or magazine advertisements, mailings and other distributions to
law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide
Web sites and similar methods. No estimate can be made as to the
number of persons who will be contacted or solicited. Such
persons will have no relationship to management.
The Company has no full time employees. The Company's
president has agreed to allocate a portion of his time to the
activities of the Company, without compensation. The president
anticipates that the business plan of the Company can be
implemented by his devoting approximately 10 hours per month to
the business affairs of the Company and, consequently, conflicts
of interest may arise with respect to the limited time
commitment by such officer. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS."
Management is currently involved with other blank check
companies, and is involved in creating other blank check
companies similar to this one. In addition, the Company's
officer and director expects, in the future, to become involved
with other companies which have a business purpose similar to
that of the Company. A conflict may arise in the event that
another blank check company with which management is affiliated
is formed and actively seeks a target business. Management
anticipates that target businesses will be located for the
Company and other blank check companies in chronological order
of the date of formation of such blank check companies.
However, other blank check companies that may be formed may
differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It may
be that a target business may be more suitable for or may prefer
a certain blank check company formed after the Company. In such
case, a business combination might be negotiated on behalf of
the more suitable or preferred blank check company regardless of
date of formation. See "ITEM 5, DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS--Current Blank Check Companies"
The Certificate of Incorporation of the Company provides
that the Company may indemnify officers and/or directors of the
Company for liabilities, which can include liabilities arising
under the securities laws. Therefore, assets of the Company
could be used or attached to satisfy any liabilities subject to
such indemnification.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
presented to it by persons or firms who or which desire to seek
the perceived advantages of a corporation which has a class of
securities registered under the Exchange Act. The Company will
not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a
business venture of virtually any kind or nature. This
discussion of the proposed business is not meant to be
restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities.
Management anticipates that it will be able to participate in
only one potential business venture because the Company has
nominal assets and limited financial resources. See ITEM F/S,
"FINANCIAL STATEMENTS." This lack of diversification should be
considered a substantial risk to the shareholder of the Company
because it will not permit the Company to offset potential
losses from one venture against gains from another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to
utilize the public marketplace in order to raise additional
capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate
purposes. The Company may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely risky. Due to general economic conditions, rapid
technological advances being made in some industries and
shortages of available capital, management believes that there
are numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock
options or similar benefits to key employees, and providing
liquidity for shareholders and other factors. Business
opportunities may be available in many different industries and
at various stages of development, all of which will make the
task of comparative investigation and analysis of such business
opportunities difficult and complex.
The Company has, and will continue to have, no capital
with which to provide the owners of business opportunities with
any cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The officer and
director of the Company has not conducted market research and is
not aware of statistical data to support the perceived benefits
of a merger or acquisition transaction for the owners of a
business opportunity.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officer and
director of the Company, who is not a professional business
analyst. In analyzing prospective business opportunities,
management will consider such matters as the available
technical, financial and managerial resources; working capital
and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected
competition; the quality and experience of management services
which may be available and the depth of that management; the
potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company;
the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products,
services, or trades; name identification; and other relevant
factors. Management will meet personally with management and
key personnel of the business opportunity as part of their
investigation. To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate
the above factors. The Exchange Act requires that any merger or
acquisition candidate comply with all certain reporting
requirements, which include providing audited financial
statements to be included in the reporting filings made under
the Exchange Act. The Company will not acquire or merge with
any company for which audited financial statements cannot be
obtained at or within a reasonable period of time after closing
of the proposed transaction.
Management of the Company, which in all likelihood will
not be experienced in matters relating to the business of a
target company, will rely upon its own efforts in accomplishing
the business purposes of the Company. It is anticipated that
outside consultants or advisors may be utilized by the Company
to assist in the search for qualified target companies. If the
Company does retain such an outside consultant or advisor, any
cash fee earned by such party will need to be paid by the
prospective merger/acquisition candidate, as the Company has
limited cash assets with which to pay such obligation.
The Company will not restrict its search for any specific
kind of firms, but may acquire a venture which is in its
preliminary or development stage, which is already in operation,
or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may
need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which
the Company may offer. However, the Company does not intend to
obtain funds to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the
consummation of a transaction, it is probable that the present
Management and shareholder of the Company will no longer be in
control of the Company. In addition, the Company's director
may, as part of the terms of the acquisition transaction, resign
and be replaced by one or more new directors without a vote of
the Company's shareholder or may sell his stock in the Company.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs,
of which there can be no assurance, it will be undertaken by the
surviving entity after the Company has entered into an agreement
for a business combination or has consummated a business
combination and the Company is no longer considered a blank
check company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance
of substantial additional securities and their potential sale
into any trading market which may develop in the Company's
securities may have a depressive effect on the market value of
the Company's securities in the future if such a market
develops, of which there is no assurance.
While the actual terms of a transaction to which the
Company may be a party cannot be predicted, it may be expected
that the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a "tax-free" reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as
amended (the "Code").
With respect to any merger or acquisition, negotiations
with target company management is expected to focus on the
percentage of the Company which target company shareholders
would acquire in exchange for all of their shareholdings in the
target company. Depending upon, among other things, the target
company's assets and liabilities, the Company's shareholder will
in all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to
significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition
effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the
Company's shareholder at such time.
The Company will participate in a business opportunity
only after the negotiation and execution of appropriate
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the
parties prior to and after such closing, will outline the manner
of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other
terms.
The Company will not acquire or merge with any entity
which cannot provide audited financial statements at or within a
reasonable period of time after closing of the proposed
transaction. The Company is subject to all of the reporting
requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited
financial statements as part of its Form 8-K to be filed with
the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited
financial statements included in its annual report on Form 10-K
(or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the
requirements of the Exchange Act, or if the audited financial
statements provided do not conform to the representations made
by the target company, the closing documents may provide that
the proposed transaction will be voidable at the discretion of
the present management of the Company.
The Company's sole shareholder has agreed that it will
advance to the Company any additional funds which the Company
needs for operating capital and for costs in connection with
searching for or completing an acquisition or merger. Such
advances will be made without expectation of repayment unless
the owners of the business which the Company acquires or merges
with agree to repay all or a portion of such advances. There is
no minimum or maximum amount such shareholder will advance to
the Company. The Company will not borrow any funds for the
purpose of repaying advances made by such shareholder, and the
Company will not borrow any funds to make any payments to the
Company's promoters, management or their affiliates or
associates.
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek an acquisition
or merger with any entity in which the Company's officer,
director, and shareholder or any affiliate or associate serves
as an officer or director or holds any ownership interest.
COMPETITION
The Company will remain an insignificant participant among
the firms which engage in the acquisition of business
opportunities. There are many established venture capital and
financial concerns which have significantly greater financial
and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited
financial resources and limited management availability, the
Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently
uses the offices of Pierce Mill Associates, Inc. at no cost to
the Company. Pierce Mill Associates has agreed to continue this
arrangement until the Company completes an acquisition or
merger.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of August 1, 1997, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock, all directors
individually and all directors and officers of the Company as a
group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
- ------------------ ------------ -----------
<S> <C> <C>
Pierce Mill
Associates, Inc.(1) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy (2) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
All Executive Officers
and Directors as a
Group (1 Person) 5,000,000 100%
</TABLE>
(1) Since Pierce Mill Associates has fewer than 100
shareholders and is not making and does not intend to make a
public offering of its securities Management believes that it is
not deemed to be an investment company by virtue of an exemption
provided under the Investment Company Act of 1940, as amended.
(2) Mr. Cassidy owns 100% of Pierce Mill Associates and
therefore is considered the beneficial owner of the 5,000,000
shares of common stock owned by it.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.
The Company has one Director and Officer as follows:
Name Age Positions and Offices Held
- -------- --- -------------------------------
James M. Cassidy 62 President, Secretary,
Director
There are no agreements or understandings for the officer
of director to resign at the request of another person and the
above-named officer and director is not acting on behalf of or
will act at the direction of any other person.
Set forth below is the name of the director and officer of
the Company, all positions and offices with the Company held,
the period during which he has served as such, and the business
experience during at least the last five years:
James Michael Cassidy, Esq., J.D., LL.M., received a
Bachelor of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic
University School of Law in 1963, and a Master of Laws in
Taxation from The Georgetown University School of Law in 1968.
From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer
B. Wyatt of the United States District Court for the Southern
District of New York. From 1964-1965, Mr. Cassidy was law clerk
to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia. From 1969-1975, Mr.
Cassidy was an associate of the law firm of Kieffer & Moroney
and a principal in the law firm of Kieffer & Cassidy,
Washington, D.C. From 1975 to date, Mr. Cassidy has been a
principal in the law firm of Cassidy & Associates, Washington,
D.C. and its predecessors, specializing in securities law and
related corporate and federal taxation matters. Mr. Cassidy is
a member of the bar of the District of Columbia and is admitted
to practice before the United States Tax Court and the United
States Supreme Court.
PREVIOUS BLANK CHECK COMPANIES
In 1988, management was involved in two blank check
offerings. Mr. Cassidy was vice president, a director and a
shareholder of First Agate Capital Corporation and Consolidated
Financial Corporation. First Agate Capital Corporation is no
longer a public company and has had no activity since 1991.
Consolidated Financial Corporation was transferred to new
management in 1990. As part of such transaction, Mr. Cassidy
transferred his shares and did not continue as an officer or
director. New management effected the merger of Consolidated
Financial Corporation with A.B.E Industrial Holdings in June,
1991.
CURRENT BLANK CHECK COMPANIES
Mr. Cassidy is the president, sole director and a
beneficial shareholder of Sheffield Acquisitions, Inc. and
Tunlaw International Corporation. Sheffield Acquisitions has
filed a registration statement on Form S-1 under the Securities
Act. Tunlaw International has filed a registration statement on
Form 10-SB under the Exchange Act. The business purpose of both
Sheffield Acquisitions and Tunlaw International is to engage in
a merger or acquisition with an unidentified company or
companies. Both companies are classified as blank check
companies. See "GLOSSARY".
Mr. Cassidy anticipates being involved with additional
blank check companies filed under the Securities Act or under
the Exchange Act.
CONFLICTS OF INTEREST
The Company's officer and director has organized and
expects to organize other companies of a similar nature and with
a similar purpose as the Company. Consequently, there are
potential inherent conflicts of interest in acting as an officer
and director of the Company. Insofar as the officer and
director is engaged in other business activities, Management
anticipates that it will devote only a minor amount of time to
the Company's affairs. The Company does not have a right of
first refusal pertaining to opportunities that come to
Management's attention insofar as such opportunities may relate
to the Company's proposed business operations.
A conflict may arise in the event that another blank check
company with which Management is affiliated is formed and
actively seeks a target business. It is anticipated that target
businesses will be located for the Company and other blank check
companies in chronological order of the date of formation of
such blank check companies. However, any blank check companies
that may be formed may differ from the Company in certain items
such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities,
or other items. It may be that a target business may be more
suitable for or may prefer a certain blank check company formed
after the Company. In such case, a business combination might
be negotiated on behalf of the more suitable or preferred blank
check company regardless of date of formation.
Mr. Cassidy, the president and director of the Company, is
the sole shareholder of Pierce Mill which is, in turn, the sole
shareholder of the Company. Mr. Cassidy will be responsible for
seeking, evaluating, negotiating and consummating a business
combination with a target business which may result in terms
providing benefits to Mr. Cassidy.
Mr. Cassidy is the principal of Cassidy & Associates, a
law firm located in Washington, D.C. As such, demands may be
placed on the time of Mr. Cassidy which will detract from the
amount of time he is able to devote to the Company. Mr. Cassidy
intends to devote as much time to the activities of the Company
as required. However, should such a conflict arise, there is no
assurance that Mr. Cassidy would not attend to other matters
prior to those of the Company. Mr. Cassidy projects that
initially approximately ten hours per month of his time may be
spent locating a target business which amount of time would
increase when the analysis of, and negotiations and consummation
with, a target business are conducted.
The terms of business combination may include such terms
as Mr. Cassidy remaining a director or officer of the Company
and/or the continuing securities or other legal work of the
Company being handled by the law firm of which Mr. Cassidy is
the principal. The terms of a business combination may provide
for a payment by cash or otherwise to Pierce Mill for the
purchase of its common stock of the Company by a target
business. Mr. Cassidy would directly benefit from such
employment or payment. Such benefits may influence Mr. Cassidy's
choice of a target business.
Management owns 100% of Pierce Mill which, in turn, owns
5,000,000 shares of the shares of common stock of the Company.
Mr. Cassidy is the sole shareholder of Pierce Mill and is
therefore considered the beneficial owner of the 5,000,000
shares of the Common Stock owned by Pierce Mill. No other
securities, or rights to securities, of the Company will be
issued to management or promoters, or their affiliates or
associates, prior to the completion of a business combination.
At the time of a business combination, management expects that
some of the 5,000,000 shares of Common Stock owned by Pierce
Mill will be purchased by the target business. The amount of
Common Stock sold or continued to be owned by Pierce Mill cannot
be determined at this time.
Management may agree to pay finder's fees, as appropriate
and allowed, to unaffiliated persons who may bring a target
business to the Company where that reference results in a
business combination. The amount of any finder's will be
subject to negotiation, and cannot be estimated at this time.
No finder's fee of any kind will be paid to the management or
promoters of the Company or to their associates or affiliates.
No loans of any type have, or will be, made to management or
promoters of the Company or to any of their associates or
affiliates.
The Company's officer and director, its promoter and their
affiliates or associates have not had any negotiations with and
there are no present arrangements or understandings with any
representatives of the owners of any business or company
regarding the possibility of a business combination.
The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management or promoters of the Company or any affiliates or
associates have any interest, direct or indirect.
Pierce Mill anticipates that it will actively negotiate
the purchase of a portion of its 5,000,000 shares of Common
Stock by a target business, and anticipates that a target
business will purchase a part of its common stock of the
Company.
Management has adopted certain policies involving possible
conflicts of interest, including prohibiting any of the
following transactions involving management or promoters or
their affiliates or associates:
(i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such
persons prior to a business combination;
(iii) The entering into any business combination or
acquisition of assets in which such persons have any
interest, direct or indirect; or
(iv) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors
of the Company, and any changes in these provisions would
require the approval of the Board of Directors. Management does
not intend to propose any such action and does not anticipate
that any such action will occur.
There are no binding guidelines or procedures for
resolving potential conflicts of interest. Failure by
management to resolve conflicts of interest in favor of the
Company could result in liability of management to the Company.
However, any attempt by shareholders to enforce a liability of
management to the Company would most likely be prohibitively
expensive and time consuming.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under
the Securities Act of 1933 and the Securities Exchange Act of
1934, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940 insofar as
the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in
business combinations which result in the Company holding
passive investment interests in a number of entities the Company
could be subject to regulation under the Investment Company Act
of 1940. In such event, the Company would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and
Exchange Commission as to the status of the Company under the
Investment Company Act of 1940. Any violation of such Act would
subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has
he received such compensation in the past. As of the date of
this registration statement, the Company has no funds available
to pay the officer and director. Further, the officer and
director is not accruing any compensation pursuant to any
agreement with the Company.
The officer and director of the Company will not receive
any finders fee, either directly or indirectly, as a result of
his respective efforts to implement the Company's business plan
outlined herein.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted
by the Company for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On June 26, 1997, the Company issued a total of 5,000,000
shares of Common Stock to the following persons for a total of
$500 in cash:
NAME NUMBER OF TOTAL SHARES CONSIDERATION
- ------ --------------------- -------------
Pierce Mill
Associates, Inc. 5,000,000 $500
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek an acquisition
or merger with any entity in which the Company's officer,
director, or shareholder or its affiliates or associates will
not serve as an officer or director or hold any ownership
interest. Management is not aware of any circumstances under
which this policy through their own initiative may be changed.
The proposed business activities described herein classify the
Company as a "blank check" company. See "GLOSSARY". The
Securities and Exchange Commission and many states have enacted
statutes, rules and regulations limiting the sale of securities
of blank check companies. Management does not intend to
undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein.
Accordingly, the shareholder of the Company has executed and
delivered a "lock-up" letter agreement, affirming that such
shareholder shall not sell such shareholder's respective shares
of the Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company
is no longer classified as a blank check company. The
shareholder has placed the respective stock certificate with the
Company which will not release the certificates until such time
as a merger or acquisition has been successfully consummated.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, par value $.0001 per share,
and 10,000,000 shares of Preferred Stock, par value $.0001 per
share. The following statements relating to the capital stock
are summaries and do not purport to be complete. Reference is
made to the more detailed provisions of, and such statements are
qualified in their entirety by reference to, the Certificate of
Incorporation and the By-laws, copies of which are filed as
exhibits to this registration statement.
COMMON STOCK
Holders of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the
stockholders. Holders of common stock do not have cumulative
voting rights. Holders of common stock are entitled to share
ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds
legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, the holders of common
stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. All of the outstanding
shares of common stock are, and the shares of common stock
offered by the Company pursuant to this offering will be, when
issued and delivered, fully paid and non-assessable.
Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion or
redemption rights or sinking fund provisions with respect to the
common stock.
The shareholder of the Company has executed and delivered
a "lock-up" letter agreement, affirming that such shareholder
shall not sell such shareholder's respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company
is no longer classified as a blank check company. The
shareholder has placed the respective stock certificate with the
Company which will not release the certificates until such time
as a merger or acquisition has been successfully consummated.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the
issuance of 10,000,000 shares of preferred stock, $.0001 par
value per share, of which no shares have been issued. The Board
of Directors is authorized to provide for the issuance of shares
of preferred stock in series and, by filing a certificate
pursuant to the applicable law of Delaware, to establish from
time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and
rights of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or
action by the shareholder. Any shares of preferred stock so
issued would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of
preferred stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further
action by the shareholder and may adversely affect the voting
and other rights of the holders of common stock. At present,
the Company has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred
stock.
The issuance of shares of Preferred Stock, or the issuance
of rights to purchase such shares, could be used to discourage
an unsolicited acquisition proposal. For instance, the issuance
of a series of Preferred Stock might impede a business
combination by including class voting rights that would enable
the holder to block such a transaction, or facilitate a business
combination by including voting rights that would provide a
required percentage vote of the stockholders. In addition,
under certain circumstances, the issuance of Preferred Stock
could adversely affect the voting power of the holders of the
Common Stock. Although the Board of Directors is required to
make any determination to issue such stock based on its judgment
as to the best interests of the stockholders of the Company, the
Board of Directors could act in a manner that would discourage
an acquisition attempt or other transaction that some, or a
majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for
their stock over the then market price of such stock. The Board
of Directors does not at present intend to seek stockholder
approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules. The
Company has no present plans to issue any Preferred Stock.
DIVIDENDS
The Company does not expect to pay dividends. Dividends,
if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and financial conditions.
The payment of dividends, if any, will be within the discretion
of the Company's Board of Directors. The Company presently
intends to retain all earnings, if any, for use in its business
operations and accordingly, the Board of Directors does not
anticipate declaring any dividends in the foreseeable future.
Glossary
"Blank Check" Company As defined in Section 7(b)(3) of the
Securities Act, a "blank check" is a
development stage company that has no
specific business plan or purpose or
has indicated that its business plan
is to engage in a merger or
acquisition with an unidentified
company or companies and
is issuing "penny stock" securities as
defined in Rule 3a51-1 of the Exchange
Act.
The Company Corcoran Technologies Corporation, the
company whose common stock is the
subject of this registration
statement.
Exchange Act The Securities Exchange Act of 1934,as
amended. "Penny Stock" Security. As
defined in Rule 3a51-1 of the Exchange
Act, a "penny stock" security is any
equity security other than a security
(i) that is a reported security (ii)
that is issued by an investment
company (iii) that is a put or call
issued by the Option Clearing
Corporation; (iv) that has a price of
$5.00 or more (except for purposes of
Rule 419 of the Securities Act);
(v) that is registered on a
national securities exchange; (vi)
that is authorized for quotation on
the Nasdaq Stock Market, unless other
provisions of Rule 3a51-1 are not
satisfied; or (vii) that is issued
by an issuer with (a) net tangible
assets in excess of $2,000,000, if in
continuous operation for more than
three years or $5,000,000 if in
operation for less than three
years or (b) average revenue of at
least $6,000,000 for the last three
years.
Pierce Mill Associates Pierce Mill Associates, Inc., a pri-
vate company owned by management of
the Company. Pierce Mill has purchased
5,000,000 shares of the Company's
common stock.
Securities Act The Securities Act of 1933, as
amended.
Small Business Issuer As defined in Rule 12b-2 of the
Exchange Act, a "Small Business
Issuer" is an entity (i) which has
revenues of less than $25,000,000
(ii) whose public float (the
outstanding securities not held by
affiliates) has a value of less than
$25,000,000 (iii) which is a United
States or Canadian issuer (iv) which
is not an Investment Company and
(v) if a majority-owned subsidiary,
whose parent corporation is also a
small business issuer.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
There is no trading market for the Company's Common Stock
at present and there has been no trading market to date. There
is no assurance that a trading market will ever develop or, if
such a market does develop, that it will continue.
(a) Market Price. The Company's Common Stock is not
quoted at the present time.
The Securities and Exchange Commission has adopted Rule
15g-9 which established the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that
has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks and (ii) the
broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of
the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer
must (i) obtain financial information and investment experience
and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer
must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers the Nasdaq Stock Market, has recently
announced changes in the criteria for initial and continued
eligibility for listing on the Nasdaq Stock Market. In order to
qualify for listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or
market capitalization of $50,000,000 or net income for two of
the last three years of $750,000; (ii) public float of 1,000,000
shares with a market value of $5,000,000; (iii) a bid price of
$4.00; (iv) three market makers; (v) 300 shareholders and (vi)
an operating history of one year or, if less than one year,
$50,000,000 in market capitalization. For continued listing on
the Nasdaq SmallCap Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market
value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.
There can be no assurances that, upon a successful merger
or acquisition, the Company will qualify its securities for
listing on the Nasdaq SmallCap Market or a national or regional
exchange, or be able to maintain the maintenance criteria
necessary to insure continued listing. The failure of the
Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification may result in the
discontinuance of the inclusion of the Company's securities. In
such events, trading, if any, in the Company's securities may
then continue in the over-the-counter market. In such case, a
shareholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the
Company's securities.
(b) Holders. There is one holder of the Company's Common
Stock. On June 26, 1997, the Company issued 5,000,000 of its
Common Shares to this person for cash at $.0001 per share for a
total price of $500. All of the issued and outstanding shares
of the Company's Common Stock were issued in accordance with the
exemption from registration afforded by Section 4(2) of the
Securities Act of 1933 and Rule 506 promulgated thereunder.
(c) Dividends. The Company has not paid any dividends to
date, and has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against
the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has not changed accountants since its
formation and there are no disagreements with the findings of
said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold
securities which were not registered as follows:
DATE NAME NUMBER OF CONSIDERATION
SHARES
June 26,
1997 Pierce Mill 5,000,000 $500
Associates, Inc.(1)
________
(1) Mr. Cassidy, the president and sole director of the
Company, is the sole director and shareholder of Pierce Mill
Associates, Inc. and the beneficial owner of such shares.
With respect to the sales made, the Company relied on
Section 4(2) of the Securities Act of 1933, as amended and Rule
506 promulgated thereunder.
The shareholder of the Company has executed and delivered
a "lock-up" letter agreement which provides that such
shareholder shall not sell the securities except in connection
with or following the consummation of a merger or acquisition.
Further, the shareholder has placed its stock certificates with
the Company. Any liquidation by the current shareholder after
the release from the "lock-up" selling limitation period may
have a depressive effect upon the trading price of the Company's
securities in any future market which may develop.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware provides that a Delaware corporation has the power,
under specified circumstances, to indemnify its directors,
officers, employees and agents, against expenses incurred in any
action, suit or proceeding. The Certificate of Incorporation
and the by-laws of the Company provide for indemnification of
directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a
provision eliminating the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The
Company's Certificate of Incorporation contains such a
provision.<PAGE>
PART F/S
Financial Statements.
Attached are audited financial statements for the Company
for the period ended September 30, 1997. The following financial
statements are attached to this report and filed as a part
thereof.
1) Table of Contents - Financial Statements
2) Report of Independent Certified Public Accountants
3) Balance Sheet
4) Stockholders' Equity <PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
(2) Articles of Incorporation and By-laws:
2.1 Articles of Incorporation
2.2 By-laws
(3) Instruments Defining the Rights of Holders:
3.1 * Lock-up Agreement
(10)(a) Consents - Experts:
10.1 Consent of Accountants
____
* filed herewith.<PAGE>
INDEX TO FINANCIAL STATEMENTS
CORCORAN TECHNOLOGIES CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
Report of Independent
Certified Public Accountants F-2
Financial Statements:
Assets F-3
Stockholders' F-3
Notes to Financial Statement F-4
<PAGE>
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 Alameda Drive
Bowie, Maryland 20716
301/249-4900 Fax 301/249-9296
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Corcoran Technologies Corporation
I have audited the accompanying Balance Sheet of Corcoran
Technologies Corporation as of September 30, 1997. This financial
statement is the responsibility of Corcoran Technologies
Corporation's management. My responsibility is to express an
opinion on this financial statement based on my audit.
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 statement is 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 statement referred to above
presents fairly, in all materials respects, the financial
position of Corcoran Technologies Corporation as of September
30, 1997, in conformity with generally accepted accounting
principles.
/s/ John P. MacLean, CPA,
CFP
September 30, 1997
<PAGE>
CORCORAN TECHNOLOGIES CORPORATION
Balance Sheet
September 30, 1997
ASSETS
Cash $1,000
Total assets $1,000
Shareholder Equity
Common Stock (5,000,000 shares
$.0001 par value) $500
Additional paid in capital $500
Total Equity $1,000
See Auditor's Report
NOTES TO FINANCIAL STATEMENT
A summary of the significant accounting policies
consistently applied in the preparation of the financial
statement follows:
(A) DESCRIPTION OF BUSINESS. The Company was organized on
March 24, 1997 for the purpose of engaging in any lawful
business. The Company is in the development stage and
operations have not commenced. The Company has selected the
calendar year as its fiscal year.
(B) COMMON STOCK ISSUED. The Company has authorized
50,000,000 shares of Common Stock having a par value of $.0001
per share and 10,000,000 shares of preferred stock having a par
value $.0001 per share. As of September 30, 1997, 5,000,000
shares of Common Stock had been issued and were outstanding.
(C) As of September 30, 1997, no shareholders, officers,
directors or other related parties had incurred costs on behalf
of the Company to be repaid or refunded by the Company.
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of 1934, the Registrant caused this Amendment #2 to its
registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.
CORCORAN TECHNOLOGIES CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy
October 31, 1997
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 ALAMEDA DRIVE
BOWIE, MARYLAND 20716-1312
301/249-4900
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in the Registration Statement on Form 10-SB
of my report dated September 30, 1997, relating to the audited financial
statements of Corcoran Technologies Corporation and any reference to my
firm under the caption "experts" in the Registration Statement.
/s/ John P. MacLean
September 30, 1997
