<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB
Amendment No.1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Cyco.Net, Inc.
(Name of Small Business Issuer in its charter)
Nevada 13-3389415
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
600 Central Ave.
SW 3rd Floor
Albuquerque, NM 87102
(Address of principal executive offices) (Zip Code)
(505) 244-0088
(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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $0.001 par value OTC
1
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AVE, Inc. and Subsidiary
(A Developmental Stage Company)
June 30, 1999
(Unaudited)
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AVE, Inc. and Subsidiary
(A Developmental Stage Company)
Table of Contents
Page
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Consolidated Balance Sheet 1
Consolidated Statements of Operations 2
Consolidated Statements of Changes in Stockholders' Equity 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5-7
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AVE, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
June 30, 1999
(Unaudited)
June
1999
----
ASSETS
Current Assets:
Cash $ 670
Due to stockholder (Note 2) 11,000
Other receivables 1,500
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Fixed Assets
Office Equipment 700
Accumulated Depreciation -700
$ 13,170
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 6,006
Note payable (Note 3) 10,000
Accrued interest (Note 3) 1,117
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Total current liabilities 17,123
Commitments and contingencies (Note 5)
Stockholders' equity (Note 4)
Common stock,$0.001 par value,
authorized, 15,000,000 shares,
issued and outstanding, 7,584,675 7,185
Additional paid in capital 1,057,502
Accumulated deficit (1,068,640)
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Total stockholders' equity (3,953)
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13,170
===============
See accompanying notes to consolidated financial statements
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AVE, Inc. and Subsidiary
(A Developmental Stage Company)
Consolidated Statements of Operations
(Unaudited)
For the six months ended June 30, 1999
June 30
1999
(Note 6)
----------------
Revenue $ -
Operating expenses:
General and administrative expenses (60,094)
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Net Loss $ (60,094)
================
Per share information:
Weighted average share outstanding 7,184,675
=================
Net loss per share $ (0.008)
=================
See accompanying notes to consolidated financial statements
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Ave, Inc. and subsidiary
(A Developmental Stage Company)
Consolidated Statements of Stockholders' Equity
(Unaudited)
For the six months ended June 30, 1999
<TABLE>
<CAPTION>
Additional Accumulated
Common Stock Paid in Deficit
--------------------------
Shares Amount Capital (Note 6) Total
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<S> <C> <C> <C> <C> <C>
Balance at January 1, 1999 6,934,675 $ 6,935 $ 1,007,752 $(1,008,546) $ 6,141
Issuance of stock for cash 250,000 250 49,750 - $50,000
at $0.01 per share (Note 4)
Net Loss as of June 30, 1999 - - - (60,094) ($60,094)
---------------------------------------------------------------------------------
Balance at June 30, 1999 $ 7,184,675 $ 7,185 $ 1,057,502 ($1,068,640) ($3,953)
=================================================================================
</TABLE>
See accompanying notes to consolidated financial statements
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AVE, Inc.
A Developmental Stage Company
Consolidated Statement of Cash Flows
(Unaudited)
For the six months ended June 30, 1999
June 30
1999
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Cash flows from operating activities
Net loss $ (60,094)
Increase in receivables (12,500)
Decrease in accounts payable (3,631)
Increase in accrued expenses 230
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Net cash (used by) operating activities (75,995)
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Cash flows from investing activities 50,000
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Net cash provided by incvesting acivities 50,000
Cash flows from financing activities:
Proceeds from promissory notes 8,000
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Net cash provided by financing activities 8,000
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Net (decrease) in cash (17,995)
Beginning - cash balance 18,665
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Ending- cash balance $ 670
==========
See accompanying notes to consolidated financial statements
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AVE, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the six months ended June 30, 1999
(Unaudited)
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated in 1921 under the name of Deluxe Onyx Company. In
1987, the Company's name was changed to Walsh Communications Group, Inc. and the
Company's domicile was changed to Nevada. On January 5, 1990, the board of
Directors authorized that the name of the Company be changed and on May 4, 1990,
amended Articles of Incorporation were filed to change the Company's name to
AVE, Inc. The Company was inactive from 1990 through 1996. The Company intends
to market a flat plane antenna to Direct Broadcast Satellite television
providers.
The Company purchased 1,000 shares of Digital Manufacturing, Inc. ("DMI") no par
value stock on May 4, 1997. This purchase being 100% of the issued and
outstanding common stock of DMI is a reorganization pursuant to Section 368
(a)(1)(B) of the Internal Revenue Code. The Company has accounted for the
merger using the purchase method. As of December 31, 1997 all assets and
liabilities of DMI were transferred to AVE.
Consolidation
The accompanying consolidated financial statements include the accounts of The
Company and DMI a, 100% owned subsidiary. All significant inter-company
accounts and transactions have been eliminated.
Net loss per share
The net loss per share amounts are based on the weighted average number of
common shares outstanding for the period.
Note 2. NOTE RECEIVABLE
On March 4, 1999, the Company loaned $11,000 in the form of a ninety day
promissory note bearing no interest. The principal is payable in full June 30,
1999.
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AVE, Inc
(A Development Stage Company)
Notes to Consolidated Financial Statements (continued)
For the six months ended June 30, 1999
(Unaudited)
Note 3. NOTE PAYABLE
On January 30, 1998, the Company borrowed $10,000 in the form of a
twelve month promissory note bearing interest at 8%. The principal and all
accrued interest is payable on demand.
Note 4. STOCKHOLDERS' EQUITY
On February 18, 1999, the Company issued 175,000 shares to an investor for cash
of $35,000.
On February 19, 1999, the Company issued 75,000 shares to an investor for cash
of $15,000.
Note 5. LICENSE AGREEMENT
The Company's subsidiary DMI entered into a Patent License Agreement with the
National Aeronautics and Space Administration on August 14, 1997. As
consideration for the grant of the license DMI paid a one time royalty of
$2,000. Under the terms of the agreement, DMI will pay royalties based on 5% of
the net selling price with a minimum $3000 annual payment. The first royalty
payment must be made by August 1999 from commercial sales sufficient to generate
$1,000 in royalties.
Note 6. DEVELOPMENT STAGE
The Company has been in a development stage since the beginning of 1998. The
accumulated deficit includes $60,094 from the development stage in the
cumulative total of $1,068,640.
Note 7. INCOME TAXES
The net operating loss carryforward as of December 31 1998 is approximately
$1,000,000, which will expire through year 2008.
Due to the merger with DMI and the subsequent issuance of stock to new
shareholders, the Company has certain limitations on the use of its net
operating loss carryforward under I.R.C. section 382.
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