SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 31, 2000
Date of Report (Date of Earliest Event Reported)
Mizar Energy Company
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
33-0231238 Colorado 84-1365443
-------------- ------------ ---------------
(Commission (State or Other (IRS Employer
File Number) Jurisdiction of Indentification
Incorporation) Number)
2400 E. Commercial Blvd., St. 211
Ft. Lauderdale, FL 33308
------------------ ---------------
(Address of principal executive offices) (Zip Code)
(954) 938-0810
Registrant's telephone number, including area code
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
<TABLE>
<S> <C> <C>
1. HBOA, COM, Inc.
The audited and unaudited financial sttements of HBOA.COM, Inc. are attached
hereto as pages F-1 through F-30 and is incorporated herein by this reference.
Audited Financial Statements for the Fiscal Year Ended December 31, 1999 F-1
Independent Auditor's Report F-2
Balance Sheet as of December 31, 1999 F-3
Statement of Operations F-5
Statement of Cash Flows F-6
Statement of Changes in Stockholder's Deficit F-7
Notes to Financial Statements F-10
Unaudited Financial Statements for the Three Months Ended March 31, 2000 F-17
Balance Sheet as of March 31, 2000 (Unaudited) and December 31, 1999 (Audited) F-18
Statment of Operations - for the Three Months Ended March 31, 2000
and 1999 (Unaudited) F-20
Statement of Changes in Stockholder's Equity for the Three Months Ended
March 31, 2000 (Unaudited) F-21
Statement of Cash Flows for the Three Months Ended March 31, 2000
and 1999 (Unaudited) F-25
Notes to Financial Statements F-26
b. PRO FORMA FINANCIAL INFORMATION
The pro forma financial information is attached hereto as pages F-31 through F-37
and is incorporated by this reference.
Introductory Paragraph F-31
Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2000 F-32
Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2000 F-33
Unaudited Pro Forma Condensed Combined Statements of Income for the
fiscal year ended December 31, 1999, the three months ended
March 31, 2000 and the six months ended June 30, 2000 F-34
Note to Unaudited Pro Forma Condensed Consolidated Financial Statements F-37
</TABLE>
c. EXHIBITS.
2.1 Plan and Agreement of Merger dated as of May 24, 2000 by and between
HBOA.Com, Inc. and Ingenue, Incorporated.*
2.2 Articles of Merger filed with the Florida Secretary of State on
May 2000.*
2.3 Articles of Merger filed with the District of Columbia on May 31, 2000.*
* All exhibits were previously filed as part of the Current Report on Form 8-K
filed with the SEC on May 31, 2000.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
MIZAR ENERGY COMPANY.
Date: August 14, 2000 By: /s/ Edward Saludes
---------------------------------
Chief Executive Officer and President
<PAGE>
(a)
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
DECEMBER 31, 1999
CONTENTS
Page
----
Independent Auditors' Report F-2
Balance Sheet F-3
Statement of Operations F-5
Statement of Cash Flows F-6
Statement of Changes in Stockholders' Deficit F-9
Notes to Financial Statements F-10
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Stockholders
HBOA.COM, Inc. (A Development Stage Company)
Fort Lauderdale, Florida
We have audited the accompanying balance sheet of HBOA.COM, Inc. (a development
stage company) as of December 31, 1999, and the related statements of
operations, changes in stockholders' deficit, and cash flows for the year ended
December 31, 1999. 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 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 statements referred to above present fairly, in
all material respects, the financial position of HBOA.COM, Inc. (a development
stage company) as of December 31, 1999, and the results of its operations, and
its cash flows for the year ended December 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 11 to the financial
statements, the Company has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these matters is also described in Note 11. The financial
statements do not include any adjustments that might results from the outcome of
this uncertainty.
SEWELL AND COMPANY, PA
Hollywood, Florida
July 31, 2000
F-2
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
BALANCE SHEET
DECEMBER 31, 1999
Assets
Current assets
Cash $ 3,332
Due from related parties 3,000
-------
Total current assets $ 6,332
Fixed assets (net of accumulated depreciation
of $ 1,191) 5,290
Intangible assets (net of accumulated
amortization of $ 126) 2102
Other assets
Deposits 470
Investments 75,000
-------
75,470
--------
$ 89,194
========
F-3
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
BALANCE SHEET
DECEMBER 31, 1999
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $ 22,417
Payroll liability 11,773
Due to related parties 25,892
--------
Total current liabilities $ 60,082
Shareholders' equity
Common stock, $0.01 par value, 20,000,000
shares authorized; 10,000,000 shares issued
and outstanding 100,000
Additional Paid in Capital 309,290
Deficit accumulation during the development stage (380,178)
---------
29,112
--------
$ 89,194
=========
F-4
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Since Inception
July 7, 1998 -
December 31, 1999
December 31, 1999 (Unaudited)
----------------- -----------------
<S> <C> <C>
Income
Sales net of returns $ 8,542 $ 9,101
Management fees 11,778 11,778
Cost of sales (3,570) (4,044)
---------- ----------
Gross profit 16,750 16,835
Expenses
General and administrative expenses 91,592 107,305
Salaries 95,331 106,871
Consulting 73,716 81,567
Professional fees 27,665 29,590
Marketing and advertising 26,189 38,331
Loss Web site design 25,189 25,189
Rent 4,034 6,843
Depreciation and amortization 955 1,317
---------- ----------
344,671 397,013
---------- ----------
Net loss $ (327,921) $ (380,178)
---------- ----------
Earnings per share
Net loss per common share $ (0.03) $ (0.01)
---------- ----------
</TABLE>
F-5
<PAGE>
HBOA.COM INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Since Inception
July 7, 1998 -
December 31,1999
December 31, 1999 (Unadited)
----------------- ----------------
<S> <C> <C>
Cash flows from operating activities
Net Loss $ (327,921) $ (380,178)
---------- ----------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 955 1,317
(Increase) decrease in loans to/from affiliates 19,280 22,892
(Increase) decrease in deposits and advances 1,500 (470)
(Increase) decrease in other receivables - -
Increase (decrease) in accounts payable 31,312 22,417
Increase (decrease) in accrued liabilities 6,203 11,773
---------- ----------
Total adjustments 59,250 57,929
---------- ----------
Net cash provided (used) by operating activities (268,671) (322,249)
---------- ----------
Cash flow from investing activities:
Cash payments for the purchase of investment (75,000) (75,000)
Cash payments for the purchase of property 5,389 (8,709)
---------- ----------
Net cash provided (used) by investing activities (69,611) (83,709)
Cash flow from financing activities:
Proceeds from additional paid in capital 75,000 75,000
Proceeds from issuance of common stock 259,290 334,290
---------- ----------
Net cash provided (used) by financing activities 334,290 409,290
---------- ----------
Net increase (decrease) in cash and cash equivalents (3,992) 3,332
Cash and cash equivalents, beginnig of the period 7,324 -
---------- ----------
Cash and cash equivalents, end of the period $ 3,332 $ 3,332
========== ==========
</TABLE>
F-6
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit accumalated
Common Stock Paid in Through the
Shares Amount Capital Development stage Total
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1998 7,500,000 $ 75,000 $ - $ (52,257) $ 22,743
Issuance of common stock for cash to Jerry
Hatfield at $0.01 per share 2,500,000 25,000 25,000
---------- --------- ------ --------- --------
10,000,000 $ 100,000 $ - $ (52,257) $ 47,743
Merger of Home Based Business Owner
Association of America, Inc. and HBOA.
Com, Inc. 990 990
Issuance of common stock for cash to James
Luger at $1 per share, on April 20, 1999 10,000 10,000 10,000
Issuance of common stock for cash on April 22,
1999 to Communications Group at $1 per share 2,000 2,000 2,000
Issuance of common stock for cash on April 30,
1999 to Kim Samuels at $1 per share 100 100 100
Issuance of common stock for cash on May 11,
1999 to Niki Morin at $1 per share 2,000 2,000 2,000
---------- --------- ------ --------- --------
Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $ 62,833
</TABLE>
F-7
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit accumalated
Common Stock Paid in Through the
Shares Amount Capital Development stage Total
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $62,833 257)
Issuance of common stock for cash on May 11,
1999 to Ed Neabauer at $1 per share 1,000 1,000 1,000
Issuance of common stock for cash on May 28,
1999 to William Tuel at $1 per share 1,500 1,500 1,500
Issuance of common stock for cash on June 7,
1999 to Communications Group at $1 per share 2800 2800 2800
Issuance of common stock for cash on June 7,
1999 to Marilyn St. John at $1 per share 500 500 500
Issuance of common stock for cash on July 12,
1999 to Carlene Simpson at $1 per share 500 500 500
----------- --------- ------- ---------- -----------
10,020,400 $ 121,390 $ - $ (52,257) $ 69,133
Issuance of common stock in exchange for services
per contract to Communications Group 1,000 1,000 - 1,000
Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133
</TABLE>
F-8
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit accumalated
Common Stock Paid in Through the
Shares Amount Capital Development stage Total
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133
Issuance of common stock in exchange for loan
payable to Dundas. 211,900 211,900 - 211,900
Acquisition of 59% of Mizar Energy
Company on December 23, 1999 75,000 75,000
Return of shares from Gary Verdier and Jerry
Hatfield to the company (233,300) -
To reflect $0.01 par value (234,290) 234,290 -
Net loss December 31, 1999 (327,921) (327,921)
Balance December 31, 1999 10,000,000 $ 100,000 $ 309,290 $(380,178) $ 29,112
</TABLE>
F-9
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
HBOA.COM, Inc. (the Company) is a multi-faceted company
specializing in providing products and services to the owners
of home based businesses and those individuals who wish to
start a home based business. Most of the companies' products
and services are provided through the Internet.
Organization
Home Based Business Owners Association of America, Inc. (a
development stage company) was incorporated under the laws of
the state of Florida on July 7, 1998. On February 23, 1999,
the Home Based Business Owners Association of America, Inc.
merged into HBOA.COM, Inc., a company incorporated on February
8, 1999 under the laws of the District of Columbia. The
surviving corporation retained the name HBOA.COM, Inc.
On May 24, 2000 the Company entered into a merger with Ingenue
Corporation, a Florida corporation, and a wholly owned
subsidiary of Mizar Energy Company. The surviving corporation
changed its name to HBOA.COM, Inc.
The Company is considered to be in the development stage and
the accompanying financials represent those of a development
stage company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
treats all short-term investments with maturities of three
months or less at acquisition to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Revenue Recognition
Revenues of HBOA.COM, Inc. are recognized at the time the
services are rendered to customers. Services are rendered when
the Company's representatives receive the customer's requests
and completes the customer's orders.
F-10
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and Equipment
Property and equipment are stated at cost. Depreciation of
depreciable assets is computed using the straight-line method
of depreciation over the estimated useful lives of the assets.
The estimated useful life is 5-10 years.
Amortization
Amortization of trademarks and copyrights is determined
utilizing the straight-line method based generally on the
estimated useful lives of the intangibles as follows:
Trademarks 15 years
Advertising Cost
Advertising and marketing costs are expensed as incurred.
During the year ended December 31, 1999, a total of $26,189
was expensed.
Basic Loss per Share and Diluted Loss per Share
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
Earnings Per Share (SFAS No. 128), which specifies the
computation, presentation and disclosure requirements for
earnings per share. SFAS No. 128 supercedes Accounting
Principle Board Opinion No. 15 entitled Earnings Per Share.
Basic earnings per share are computed by dividing income
available to common stockholders (the numerator) by the
weighted-average number of common shares (the denominator) for
the period. The computation of diluted earnings per share is
similar to basic earnings per share, except that the
denominator is increased to include the number of additional
common shares that would have been outstanding if the
potentially dilutive common shares had been issued.
The numerator in calculating basic earnings per share is
reported net loss. The denominator is based on the following
weighted-average number of common shares:
1999
Basic 9,781,340
F-11
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
credit risk include cash on deposit with one financial
institution amounting to $3,332 at December 31, 1999, which
was insured for up to $100,000 by the U.S. Federal Deposit
Insurance Corporation.
NOTE 2 CAPITAL STOCK TRANSACTIONS
The Articles of Incorporation provide for the authorization of
20,000,000 shares of common stock at $0.01 par value.
On April 20, 1999, 10,000 shares of common stock valued at
$1.00 per share were issued for cash.
On April 22, 1999, 2,000 shares of common stock valued at
$1.00 per share were issued for cash.
On April 30, 1999, 100 shares of common stock valued at $1.00
per share were issued for cash.
On May 11, 1999, 2,000 shares of common stock valued at $1.00
per share were issued for cash.
On May 11, 1999, 1,000 shares of common stock valued at $1.00
per share were issued for cash.
On May 28, 1999, 1,500 shares of common stock valued at $1.00
per share were issued for cash.
On June 7, 1999, 2,800 shares of common stock valued at $1.00
per share were issued for cash.
On June 7, 1999, 500 shares of common stock valued at $1.00
per share were issued for cash.
On June 7, 1999, 2,800 shares of common stock valued at $1.00
per share were issued for cash.
On June 7, 1999, 500 shares of common stock valued at $1.00
per share were issued for cash.
F-12
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 2 CAPITAL STOCK TRANSACTIONS (continued)
On July 12, 1999, 500 shares of common stock valued at $1.00
per share were issued for cash.
On July 12, 1999, 500 shares of common stock valued at $1.00
per share were issued for cash.
On December 31, 1999, 1000 shares of common stock valued at
$1.00 per share were issued for cash.
On December 31, 1999, 211,000 shares of common stock valued at
$1.00 per share were exchanged for loans payable.
NOTE 3 PROPERTY AND EQUIPMENT AND DEPRECIATION
Property and equipment at December 31, 1999 consisted of the
following:
Furniture and fixtures $ 5,900
Computer equipment and software 581
6,481
Less: accumulated depreciation (1,191)
$ 5,290
Depreciation expense for the year ended December 31, 1999 was
$829.
NOTE 4 INTANGIBLE ASSETS
At December 31, 1999, intangible assets were summarized by
major classification as follows:
Trademarks $ 2,228
Less: Accumulated amortization (126)
$ 2,102
Amortization expense for the year ended December 31, 1999 was $126.
F-13
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 5 OTHER FINANCING ARRANGEMENTS
The Company, with the approval of the board of directors, and
under their current contract with Communications Group dated
April 19, 1999, granted the option to convert up to 50% of
their total current payables for shares of common stock at a
price of $1.00 per share with an expiration date on December
31, 1999. Five thousand eight hundred shares have been
exchanged.
On November 10, 1999, the Company, with the approval of the
board of directors, granted the option to convert 100% of the
current loan payable to Dundas Systems, Inc. for shares of
common stock at a price of $1.00 per share. At December 31,
1999, 211,900 shares have been exchanged for $211,900 in loans
payable.
NOTE 6 COMMITMENTS, CONTINGENIES AND OTHER MATTERS
Marketing Consultants
During the year ended December 31, 1999, the Company entered
into a number of marketing consultant agreements to assist in
the creation of marketing, business, and sales plans. The
agreements are effective for various terms, and may be
extended for longer periods as both contractor and the Company
may agree, unless terminated by mutual agreement of the
parties or as permitted by the agreement.
As of December 31, 1999, the monthly commitment under these
agreements aggregated approximately $14,700.
NOTE 7 LEASES
The Company rents office space in Washington, DC on a month to
month basis. There is no lease in force. The monthly rent is
currently $150. plus additional expenses on a monthly basis.
The Company utilizes office space for their office in Fort
Lauderdale, Florida in the office of its shareholder's related
company. There is no lease in force, and no rental payment is
required.
Rental expense for the year ended December 31, 1999 was
$4,034.
F-14
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 8 RELATED PARTY TRANSACTIONS
The Company has receivables/payables from related third party
companies at December 31, 1999 as follows:
Due from Mizar Energy Company $ 3,000
Due to Dundas Systems, Inc. (Note 5) $25,892
Such loans occurred during the ordinary course of business,
bearing no interest, and due on demand. These loans, in the
opinion of management, do not involve more than normal credit
risk or other unfavorable areas of concern.
NOTE 9 MERGER
On February 23, 1999, Home Based Business Owners Association
of America, Inc. entered into a merger with HBOA.COM, Inc. The
name of the combined foundation is HBOA.COM, Inc. The
combination was accounted for as a pooling of interest under
which net assets of both foundations were combined at book
value and neither entity recognized a gain or loss. The merger
shall qualify as a transaction in securities exempt from
registration or qualification under the Securities Act of
1933, as amended ("the Securities Act"), and under applicable
state securities law, and the merger shall qualify as a
tax-free reorganization under Section 386(a)(1)(A) of the
Internal Revenue Code of 1986, as amended ("the code").
NOTE 10 INVESTMENT
On November 19, 1999, the Company acquired 69.9% of the
outstanding stock (1,000,000 shares) of Mizer Energy Company
for a total price of $75,000.
On December 23, 1999, the Company amended the contract with
Mizer Energy Company to reflect the purchase of 850,000 shares
of common stock of Mizer Energy Company for $10 in cash plus
850,000 shares of common stock of the Company. The transaction
will reflect 59% ownership of Mizar Energy Company by
HBOA.COM, Inc.
Mizer Energy Company is currently an inactive corporation,
previously in the business of operating a natural gas well.
F-15
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 11 GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without
realization of additional capital it would be unlikely for the
Company to continue as a going concern. It is Management" plan
to seek additional capital through a merger with an existing
operating company.
NOTE 12 SUBSEQUENT EVENT
On May 24, 2000 the Company entered into a merger with Ingenue
Corporation, a Florida corporation, and a wholly owned
subsidiary of Mizar Energy Company. HBOA's shareholders
received 8,569,300 shares of Mizar Energy Company common stock
in exchange for 100% shares of the Company. HBOA's operations
will be consolidated into Mizar Energy Company.
Stock Option
On July 20, 2000, the board of directors approved an employee
stock option plan, authorizing up to 800,000 shares of common
stock for employees as part of their overall compensation. As
of the date of this report, the plan has not been implemented.
F-16
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
QUARTER ENDED MARCH 31, 2000
CONTENTS
Page
----
Balance Sheet - March 31, 2000 (Unaudited)
and December 31, 1999 (Audited) F-18
Statement of Operations - For the Three Months Ended
March 31, 2000 and 1999 (Unaudited) F-20
Statement of Changes in Stockholders' Equity For the
Three Months Ended March 31, 2000 (Unaudited) F-21
Statement of Cash Flows - For the Three Months
Ended March 31, 2000 and 1999 (Unaudited) F-25
Notes to Financial Statements F-26
F-17
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
BALANCE SHEET
MARCH 31, 2000
Assets
Current assets
Cash $ 968,385
Prepaid expenses 77,549
---------
Total current assets $ 1,045,934
Fixed assets (net of accumulated depreciation
of $ 1,651) 31,661
Intangible assets (net of accumulated
amortization of $ 190) 6,941
Other assets
Deposits 470
Investments 75,000
----------
75,470
-----------
$ 1,160,006
===========
F-18
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
BALANCE SHEET
MARCH 31, 2000
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $ 15,118
Payroll tax liabilities 5,260
Loan from Dundas Systems 6,923
Total current liabilities $ 27,301
Shareholders' equity
Common stock $0.01 par value, 20,000,000
shares authorized; 10,000,000 shares issued
and outstanding 100,000
Additional paid in capital 1,656,018
Deficit accumulation during the development stage (623,313)
1,132,705
$1,160,006
<PAGE>
F-19
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Since Inception
For the three July 7, 1998 -
months ended March 31, 2000
March 31, 2000 (Unaudited)
-------------- --------------
<S> <C> <C>
Income
Sales - net of returns $ 945 $ 10,046
Management fees - 11,778
Interest income 2,324 2,324
Cost of sales (138) (4,182)
-------------- --------------
Gross profit 3,131 19,966
Expenses
General and administrative expenses 54,178 161,483
Salaries 29,596 136,467
Consulting 109,109 190,676
Professional fees 14,151 43,741
Marketing and advertising 14,580 52,911
Loss Website design 9,518 34,707
Rent 14,610 21,453
Depreciation and amortization 524 1,841
-------------- --------------
246,266 643,279
-------------- --------------
Net loss $ (243,135) $ (623,313)
============== ==============
Earnings per share
Net loss per common share $ (0.02) $ (0.01)
-------------- --------------
</TABLE>
F-20
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTH ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Deficit accumulated
Common Stock Paid in through the
Shares Amount Capital Development stage TOTAL
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1998 7,500,000 $ 75,000 $ - $ (52,257) $ 22,743
Issuance of common stock for cash to Jerry
Hatfield at $0.01 per share 2,500,000 25,000 25,000
----------- --------- ------- --------- --------
10,000,000 $ 100,000 $ - $ (52,257) $ 47,743
Merge of Home Based Business Owner
Association of America, Inc. and HBOA.
Com, Inc. 990 990
Issuance of common stock for cash to James
Luger at $1 per share, on April 20, 1999 10,000 10,000 10,000
Issuance of common stock for cash on April 22,
1999 to Communications Group at $1 per share 2,000 2,000 2,000
Issuance of common stock for cash on April 30,
1999 to Kim Samuels at $1 per share 100 100 100
Issuance of common stock for cash on May 11,
1999 to Niki Morin at $1 per share 2,000 2,000 2,000
----------- --------- ------- --------- --------
Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $ 62,833
</TABLE>
F-21
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE THREE MONTH ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Deficit accumulated
Common Stock Paid in through the
Shares Amount Capital Development stage TOTAL
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $ 62,833
Issuance of common stock for cash on May 11,
1999 to Ed Neabauer at $1 per share 1,000 1,000 1,000
Issuance of common stock for cash on May 28,
1999 to William Tuel at $1 per share 1,500 1,500 1,500
Issuance of common stock for cash on June 7,
1999 to Communications Group at $1 per share 2800 2800 2,800
Issuance of common stock for cash on June 7,
1999 to Marilyn St. John at $1 per share 500 500 500
Issuance of common stock for cash on July 12,
1999 to Carlene Simpson at $1 per share 500 500 500
----------- --------- ------- --------- --------
10,020,400 $ 121,390 $ - $ (52,257) $ 69,133
Issuance of common stock in exchange for services
per contract to Communications Group 1,000 1,000 - 1,000
----------- --------- ------- --------- --------
Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133
</TABLE>
F-22
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE THREE MONTH ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Deficit accumulated
Common Stock Paid in through the
Shares Amount Capital Development stage TOTAL
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133
Issuance of common stock in exchange for loan
payable to Dundas 211,900 211,900 - 211,900
Return of shares from Gary Verdier and Jerry
Hatfield to the company (233,300) -
To reflect $0.01 par value (234,290) 234,290 -
Net loss December 31, 1999 (327,921) (327,921)
----------- --------- --------- ---------- -----------
Balance December 31, 1999 10,000,000 $ 100,000 $ 234,290 $ (380,178) $ (45,888)
Acquisition of shares of common stock
of Mizar Energy Company 75,000 75,000
Issuance of common stock according to the
private offering dated February 7, 2000
net of offering expenses ($1 per share) 1,502,500 15,025 $1,308,354 1,323,379
Issuance of common stock in exchange for loan
payable to Dundas 11,249 112 11,137 11,249
----------- --------- --------- ---------- -----------
Sub-total 11,513,749 $ 115,137 $1,628,781 $ (380,178) $ 1,363,740
</TABLE>
F-23
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
FOR THE THREE MONTH ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Deficit accumulated
Common Stock Paid in through the
Shares Amount Capital Development stage TOTAL
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sub-total 11,513,749 $ 115,137 $ 1,628,781 $ (380,178) $ 1,363,740
Issuance of common stock in exhange for services
per contract to Communications Group 6,200 62 6,138 6,200
Issuance of common stock for cash,
1999 to Marilyn St. John at $1 per share 5,900 59 5,841 5,900
Return of shares from Gary Verdier and Jerry
Hatfield to the company (1,525,849) (15,258) 15,258 -
Net loss for the three months ended March 31, 2000 (243,135) (243,135)
---------- -----------
Balance March 31, 2000 10,000,000 $ 100,000 $ 1,656,018 $ (623,313) $ 1,132,705
=========== ========= =========== ========== ===========
</TABLE>
F-24
<PAGE>
HBOA.COM INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS ASSOCIATION OF AMERICA, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Since Inception
For the three July 7, 1998 -
months ended March 31, 2000
March 31, 2000 (Unadited)
-------------- --------------
<S> <C> <C>
Cash flows from operating activities
Net Loss $ (243,135) $ (623,313)
------------ --------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 524 1,841
(Increase) decrease in loans to/from affiliates (22,892) -
(Increase) decrease in deposits and advances - (470)
(Increase) decrease in prepaid expenses (77,549) (77,549)
Increase (decrease) in accounts payable (7,299) 15,118
Increase (decrease) in accrued liabilities (6,513) 5,260
Increase (decrease) in short term loans payable 6,923 6,923
------------ --------------
Total adjustments (106,806) (48,877)
------------ --------------
Net cash provided (used) by operating activities (349,941) (672,190)
------------ --------------
Cash flow from investing activities:
Cash payments for the purchase of property (31,734) (40,443)
------------ --------------
Net cash provided (used) by investing activities (31,734) (40,443)
Cash flow from financing activities:
Proceeds from issuance of common stock 1,346,728 1,681,018
------------ --------------
Net cash provided (used) by financing activities 1,346,728 1,681,018
------------ --------------
Net increase (decrease) in cash and cash equivalents 965,053 968,385
Cash and cash equivalents, beginning of the period 3,332 -
------------ --------------
Cash and cash equivalents, end of the period $ 968,385 $ 968,385
============ ==============
</TABLE>
F-25
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000
NOTE 1 UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Rule 310(b) of Regulation SB.
Accordingly, they do not include all of the information and
footnote disclosures normally included in complete financial
statements prepared in accordance with generally accepted
accounting principles. For further information, such as
significant accounting policies followed by the Company, refer
to the notes to the Company's audited financial statements.
In the opinion of management, the unaudited financial
statements include all necessary adjustments (consisting of
normal, recurring accruals) for a fair presentation of the
financial position, results of operations and cash flow for
the interim periods presented. Preparing financial statements
requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue
and expenses. Actual results may differ from these estimates.
Interim results are not necessarily indicative of results for
a full year.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
HBOA.Com, Inc. (the Company) is a multi-faceted company
specializing in providing products and services to the owners
of home based businesses and those individuals who wish to
start a home based business. Most of the company's products
and services are provided through the Internet.
Organization
Home Based Business Owners Association of America, Inc. (a
development stage company) was incorporated under the laws of
the state of Florida on July 7, 1998. On February 23, 1999,
the Home Based Business Owners Association of America, Inc.
merged into HBOA.Com, Inc., a company incorporated on February
8, 1999 under the laws of the District of Columbia. The
surviving corporation retained the name HBOA.Com, Inc.
On May 24, 2000 the Company entered into a merger with Ingenu
Incorporated, a Florida corporation, and a wholly owned
subsidiary of Mizar Energy Company. The surviving corporation
change its name to HBOA.Com, Inc.
The Company is considered to be in the development stage and
the accompanying financials represent those of a development
stage company.
F-26
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
treats all short-term investments with maturities of three
months or less at acquisition to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Revenue Recognition
Revenues of HBOA.Com, Inc. are recognized at the time the
services are rendered to customers. Services are rendered when
the Company's representatives receive the customers' requests
and completes the customers' orders.
Property and Equipment
Property and equipment are stated at cost. Depreciation of
depreciable assets is computed using the straight-line method
of depreciation over the estimated useful lives of the assets.
The estimated useful life is 5-10 years.
Amortization
Amortization of trademarks and copyrights is determined
utilizing the straight-line method based generally on the
estimated useful lives of the intangibles as follows:
Trademarks 15 years
Advertising Cost
Advertising and marketing costs are expensed as incurred.
During the three months ended March 31, 2000, a total of
$14,580 was expensed.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
credit risk include cash on deposit with two financial
institution amounting to $968,385 at March 31, 2000, which was
insured for up to $100,000 at each financial institution by
the U.S. Federal Deposit Insurance Corporation.
F-27
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basic Loss per Share and Diluted Loss per Share
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
Earnings Per Share (SFAS No. 128), which specifies the
computation, presentation and disclosure requirements for
earnings per share. SFAS No. 128 supercedes Accounting
Principle Board Opinion No. 15 entitled Earnings Per Share.
Basic earnings per share are computed by dividing income
available to common stockholders (the numerator) by the
weighted-average number of common shares (the denominator) for
the period. The computation of diluted earnings per share is
similar to basic earnings per share, except that the
denominator is increased to include the number of additional
common shares that would have been outstanding if the
potentially dilutive common shares had been issued.
The numerator in calculating basic earnings per share is
reported net loss. The denominator is based on the following
weighted-average number of common shares:
1999
Basic 10,000,000
NOTE 3 CAPITAL STOCK TRANSACTIONS
The Articles of Incorporation provide for the authorization of
20,000,000 shares of common stock at $0.01 par value.
At March 31, 2000, 1,502,500 shares of common stock were
issued according to the private offering dated February 7,
2000, in exchange for $1,335,225, net of offering expenses of
$167,275.
At March 31, 2000, 11,249 shares of common stock valued at
$1.00 per share were exchanged for loans payable.
At March 31, 2000, 6,200 shares of common stock valued at
$1.00 per share were issued for cash.
At March 31, 2000, 5,900 shares of common stock valued at
$1.00 per share were issued for cash.
F-28
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000
NOTE 4 OTHER FINANCING ARRANGEMENTS
The Company, with the approval of the board of directors, and
under their current contract with Communications Group dated
April 19, 1999, granted the option to convert up to 50% of
their total current payables for shares of common stock at a
price of $1.00 per share with an expiration date of March 31,
2000. Twelve thousand shares have been exchanged at March 31,
2000.
On November 10, 1999, the Company, with the approval of the
board of directors, granted the option to convert 100% of the
current loan payable to Dundas Systems, Inc. for shares of
common stock at a price of $1.00 per share. At March 31, 2000,
a total of 223,149 shares were exchanged for $223,149 in loans
payable.
NOTE 5 LEASE COMMITMENTS
The Company rents office space in Washington, DC on a month to
month basis. There is no lease in force. The monthly rent is
currently $150, plus additional expenses on a monthly basis.
The Company utilizes office space for their office in Fort
Lauderdale, Florida in the office of its shareholder's related
company. There is no lease in force, and no rental payment is
required.
NOTE 6 RELATED PARTY TRANSACTIONS
The Company has receivables/payables from related third party
companies at March 31, 2000 as follows:
Due from Dundas Systems, Inc. (Note 4) $ 6,923
Such loans occurred during the ordinary course of business,
bearing no interest, and due on demand. These loans, in the
opinion of management, do not involve more than normal credit
risk or other unfavorable areas of concern.
F-29
<PAGE>
HBOA.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Formerly known as
HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000
NOTE 7 INVESTMENT
On November 19, 1999, the Company acquired 69.9% of the
outstanding stock (1,000,000 shares) of Mizer Energy Company
for a total price of $75,000.
On December 23, 1999, the Company amended the contract with
Mizer Energy Company to reflect the purchase of 850,000 shares
of common stock of Mizer Energy Company for $10 in cash plus
850,000 shares of common stock of the Company. The transaction
reflected 59% ownership of Mizar Energy Company by HBOA.Com,
Inc.
Mizer Energy Company is currently an inactive corporation,
previously in the business of operating a natural gas well.
NOTE 8 SUBSEQUENT EVENT
On May 24, 2000 the Company entered into a merger with Ingenu
Incorporated, a Florida corporation, and a wholly owned
subsidiary of Mizar Energy Company. The shareholders of
HBOA.Com, Inc. received 8,569,300 shares of Mizar Energy
Company common stock in exchange for 100% shares of the
Company. After the merger, Mizar Energy Company retained
10,000,000 shares of its common stock. The operations of
HBOA.Com, Inc. have been consolidated into Mizar Energy
Company.
Stock Option
On July 20, 2000, the board of directors approved an employee
stock option plan, authorizing up to 800,000 shares of common
stock for employees as part of their overall compensation. As
of the date of this report, the plan has not been implemented.
F-30
<PAGE>
(b)
Mizar Energy Company
Pro Forma Condensed Combined Financial Statements
(Unaudited)
The following pro forma condensed combined balance sheet as of March 31, 2000
and June 30, 2000, and the pro forma condensed consolidated statement of income
for the year ended December 31, 1999, three months ended March 31, 2000, and six
months ended June 30, 2000 give effect to the merger of HBOA.Com, Inc. (a
District of Columbia corporation) with and into Ingenue, Incorporated, a
wholly-owned subsidiary of Mizar Energy Company. The merger approved by Mizar
was for an exchange of 100% of the outstanding shares of common stock of
HBOA.Com for shares of Mizar Energy Company common stock. The pro forma
information is based on the historical financial statements of Mizar Energy
Company, Ingenue, Incorporated, and HBOA.Com, Inc. giving effect to the
transaction under the pooling method of accounting and the assumptions and
adjustments in the accompanying notes to the pro forma financial statements.
The pro forma statements have been prepared by the management of Mizar Energy
Company based on the financial statements of Mizar Energy Company, Ingenue,
Incorporated, and HBOA.Com, Inc. These pro forma statements may not be
indicative of the results that actually would have occurred if the combination
had been in effect on the dates indicated or which may be obtained in the
future. The pro forma financial statements should be read in conjunction with
the audited financial statements and notes of Mizar Energy Company.
F-31
<PAGE>
MIZAR ENERGY COMPANY
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2000
<TABLE>
<CAPTION>
Historical
Ingenue (2) Pro forma Pro forma
Mizar HBOA Adjustments Combined
--------------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash 472 1,104,078 -- 1,104,550
Accounts receivable 820
Prepaid expenses 82,756 82,756
---------- ---------- ---------- ----------
Total current assets 472 1,187,654 1,188,126
Fixed assets net of depreciation 45,661 45,661
Intangibles net of amortization 16,822 16,822
Other assets
Deposits 5,470 5,470
Investments 94,500 75,000 169,500
Due to/from HBOA (101,888) 101,888(1) --
Due to/from Mizar 101,888 (101,888)(1) --
Loans to related parties 6,923 6,923
---------- ---------- ---------- ----------
(7,388) 189,281 181,893
---------- ---------- ---------- ----------
Total Assets (6,916) 1,439,418 1,432,502
========== ========== ========== ==========
LIABILITIES
Liabilities
Accounts payable -- 6,748 16,418
Payroll payable --
---------- ---------- ---------- ----------
Total current liabilities -- 6,748 -- 16,418
Stockholders' Equity
Preferred stock no par value; 10 million shares
authorized; no shares issued or outstanding
Common stock no par value; 25 million shares
authorized; 10,050,000 shares issued and
outstanding 55,869 100,000 2,136,576(3) 2,292,445
Paid in capital 2,136,576 (2,136,576)(3) --
Retained earnings (62,785) (803,906) (866,691)
---------- ---------- ---------- ----------
(6,916) 1,432,670 -- 1,425,754
---------- ---------- ---------- ----------
Total Liabilities (6,916) 1,439,418 -- 1,442,172
========== ========== ========== ==========
</TABLE>
See notes to Pro Forma Condensed Combined Financial Statements
F-32
<PAGE>
MIZAR ENERGY COMPANY
PRO FORMA CONDENSED COMBINED BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
Historical
Ingenue (2) Pro forma Pro forma
Mizar HBOA Adjustments Combined
-------------------------- ------------------ -----------------
<S> <C> <C> <C> <C>
ASSETS
Current assets
Cash 490 968,385 -- 968,875
Accounts receivable
Prepaid expenses 77,549 77,549
---------- ---------- ---------- ----------
Total current assets 490 1,045,934 -- 1,046,424
Fixed assets net of depreciation -- 31,661 -- 31,661
Intangibles net of amortization -- 6,941 -- 6,941
Other assets
Deposits -- 470 -- 470
Investments -- 75,000 -- 75,000
---------- ---------- ---------- ----------
-- 75,470 -- 75,470
---------- ---------- ---------- ----------
Total Assets 490 1,160,006 -- 1,160,496
========== ========== ========== ==========
LIABILITIES
Liabilities
Accounts payable -- 20,378 -- 20,378
Loans to related parties -- 6,923 -- 6,923
---------- ---------- ---------- ----------
Total current liabilities -- 27,301 -- 27,301
Stockholders' Equity
Preferred stock no par value; 10 million shares
authorized; no shares issued or outstanding
Common stock no par value; 25 million shares
authorized; 10,000,000 issued and outstanding 44,869 100,000 1,656,018(3) 1,800,887
Paid in capital -- 1,656,018 (1,656,018)(3) --
Retained earnings (44,379) (623,313) (667,692)
---------- ---------- ---------- ----------
490 1,132,705 -- 1,133,195
---------- ---------- ---------- ----------
Total Liabilities 490 1,160,006 -- 1,160,496
========== ========== ========== ==========
</TABLE>
See notes to Pro Forma Condensed Combined Financial Statements
F-33
<PAGE>
MIZAR ENERGY COMPANY
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended December 31, 1999
----------------------------------------------------
Historical
----------------------
Ingenue Pro Forma Pro Forma
Mizar HBOA Adjustments Combined
-------------------------- ------------- -----------
<S> <C> <C> <C> <C>
Net Sales $ -- $ 9,101 $ -- $ 9,101
Other Income -- 11,778 -- 11,778
--------- --------- --------- ---------
-- 20,879 -- 20,879
--------- --------- --------- ---------
Cost of sales -- 4,044 -- 4,044
General and administrative 18,321 107,305 -- 125,626
Lease operating costs
Impairment of oil and gas properties 17,876 -- -- 17,876
Depreciation and amortization -- 1,317 -- 1,317
Salary -- 106,871 -- 106,871
Consultant -- 81,567 -- 81,567
Rent -- 6,843 -- 6,843
Advertising/Marketing -- 38,331 -- 38,331
Professional fees -- 29,590 -- 29,590
Loss on website -- 25,189 -- 25,189
--------- --------- --------- ---------
44,359 401,057 -- 445,416
--------- --------- --------- ---------
Net Loss $ (44,359) $(380,178) $ -- $(424,537)
========= ========= ========= =========
Net loss per share $ (0.031) $ (0.037)
</TABLE>
See notes to Pro Forma Condensed Combined Financial Statements
F-34
<PAGE>
MIZAR ENERGY COMPANY
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended March 31, 2000
-------------------------------------------------------
Historical
-------------------------
Ingenue Pro Forma Pro Forma
Mizar HBOA Adjustments Combined
------------------------- ------------- -----------
<S> <C> <C> <C> <C>
Net Sales $ -- $ 945 $ -- $ 945
Other Income -- 2,324 -- 2,324
--------- --------- --------- ---------
-- 3,269 -- 3,269
--------- --------- --------- ---------
Cost of sales -- 138 -- 138
General and administrative -- 54,178 -- 54,198
Lease operating costs
Impairment of oil and gas properties
Depreciation and amortization -- 524 -- 524
Salary -- 29,596 -- 29,596
Consultant -- 109,109 -- 109,109
Rent -- 14,610 -- 14,610
Advertising/Marketing -- 14,580 -- 14,580
Professional fees -- 14,151 -- 14,151
Loss on website -- 9,518 -- 9,518
--------- --------- --------- ---------
20 246,404 -- 246,424
--------- --------- --------- ---------
Net Loss $ (20) $(243,135) $ -- $(243,155)
========= ========= ========= =========
Net loss per share $(0.00001) $(0.02127)
</TABLE>
See notes to Pro Forma Condensed Combined Financial Statements
F-35
<PAGE>
MIZAR ENERGY COMPANY
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
------------------------------------------------------
Historical
------------------------
Ingenue Pro Forma Pro Forma
Mizar HBOA Adjustments Combined
------------------------ ------------- -----------
<S> <C> <C> <C> <C>
Net Sales $ -- $ 2,555 $ -- $ 2,555
Other Income -- 17,122 -- 17,122
--------- --------- --------- ---------
-- 19,677 -- 19,677
--------- --------- --------- ---------
Cost of sales -- 331 -- 331
General and administrative 7,426 81,617 -- 89,043
Lease operating costs
Impairment of oil and gas properties
Depreciation and amortization -- 1,722 -- 1,722
Salary 11,000 99,726 -- 110,726
Consultant -- 160,609 -- 160,609
Rent -- 30,582 -- 160,609
Advertising/Marketing -- 17,606 -- 30,582
Professional fees -- 27,084 -- 27,084
Loss on website -- 24,128 -- 24,128
--------- --------- --------- ---------
18,426 443,405 -- 461,831
--------- --------- --------- ---------
Net Loss $ (18,426) $(423,728) $ -- $(442,154)
========= ========= ========= =========
Net loss per share $(0.00001) $(0.03868)
</TABLE>
See notes to Pro Forma Condensed Combined Financial Statements
F-36
<PAGE>
Mizar Energy Company
Notes to Pro Forma Condensed Combined Financial Statements
(Unaudited)
On May 24, 2000, Mizar Energy Company approved the merger of HBOA.Com, Inc. (a
District of Colombia corporation) with and into its wholly own subsidiary
Ingenue Incorporated (a Florida corporation). HBOA.Com, Inc will be the
disappearing corporation and Ingenue Incorporated, the surviving corporation.
The surviving corporation change its name to HOA. Com, Inc. The acquisition was
done with the conversion of 10,000,000 shares of common stock of HBOA.Com, Inc.,
in exchange for 8,569,300 shares of common stock of Mizar. The 8,569,300 shares
of Mizar Energy Company shall be distributed to all of the current shareholders
of HBOA.Com, Inc. on a pro-rata basis determined by their percentage ownership
at the time of closing of this transaction.
(1) Elimination of intercompany transactions.
(2) During the 6 months ended June 30, 2000, Mizar Energy Company
incorporated its wholly own subsidiary Ingenue Incorporated, a Florida
corporation.
(3) To reclassify equity of Ingenue Incorporated to conform to the
presentation of Mizar Energy Company's Equity.
F-37
