U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A #1
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
ABERDEEN ACQUISITION CORPORATION
-----------------------------
(Name of Small Business Issuer)
Delaware 52-2068323
- -------------------------------- -----------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification
Incorporation or Organization) Number
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.
Aberdeen Acquisition Corporation (the "Company"), was incorporated on
December 3, 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 shareholders, 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.
PERCEIVED BENEFITS
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.
POTENTIAL TARGET COMPANIES
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
company 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
shareholders of the Company have executed and delivered a "lock-up" letter
agreement affirming that such shareholders will not sell or otherwise
transfer their 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 shareholders have
deposited their stock certificates with the Company's management, who will
not release the 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.
RISK FACTORS
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 current
arrangement, agreement or understanding with respect to engaging in a
merger with or acquisition of a specific business entity. There can be no
assurance that 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
that 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 company 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 and 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.
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 an 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 financial 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, market research
indicating that demand exists for the transactions contemplated by the
Company. Even in the event demand exists for a merger or acquisition of
the type 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 UNDER INVESTMENT COMPANY ACT. 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 shareholders of the Company to sell or transfer all or a portion of
the Company's common stock held by them. 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 shareholders 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. In such case, the
Company may choose 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 may 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 has 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.
Pierce Mill Associates, the principal shareholder of the Company,
anticipates seeking out a target company 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. Any such solicitation will be
at the expense of Pierce Mill Associates. Pierce Mill Associates pays
referral fees to consultants and others who refer target businesses for
mergers into blank check companies in which Pierce Mill Associates has an
interest. Payments are made if a merger occurs, and may consist of cash or
a portion of the stock in the Company retained by Pierce Mill, or both.
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.
Management is currently involved with other blank check companies, and
is involved in creating additional blank check companies similar to this
one. A conflict may arise in the event that another blank check company
with which management is affiliated is formed and actively seeks a target
company. Management anticipates that target companies 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 company 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 shareholders 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. Management
believes (but has not conducted any research to confirm) that there are
business entities 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,
increasing the opportunity to use securities for acquisitions, 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. Management 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. To the extent possible,
management 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 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.
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
business 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.
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. 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
person will need to be assumed by the target company, as the Company has
limited cash assets with which to pay such obligation.
If management did determine to utilize the services of a consultant in
the selection of a target company, such consultant would likely be used to
supplement the business experience of Management, such as accountants,
technical experts, appraisers, attorneys or others. Management would
select a consultant based on the type of target company sought, the form
and amount of compensation required by the consultant, the years such
consultant had been in business and rate of success in matching target
companies with acquiring companies. If a consultant were used, management
would expect that any such consultant would provide the Company with a
selection of target companies, would provide due diligence assistance for
study of the target company, would assist in negotiating the terms of a
business combination, and would serve to facilitate the negotiation
process. More than one consultant could be used in locating a target
company.
The Company has no agreements or understandings currently with any
consultant to provide services and does not intend to have any such
relationship prior to acquisition of a target company. If requested by a
target company, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other
consultants.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target company may be
presented to the Company only on the condition that the services of a
consultant or advisor be continued after a merger or acquisition. Such
preexisting agreements of target companies for the continuation of the
services of attorneys, accountants, advisors or consultants could be a
factor in the Company's selection of a target company.
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 shareholders of the Company will no longer be in control of the
Company. In addition, it is likely that the Company's officer and director
will, as part of the terms of the acquisition transaction, resign and be
replaced by one or more new officers and directors.
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 a target
company, management expects to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things,
the target company's assets and liabilities, the Company's shareholders
will in all likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition. The
percentage of 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 shareholders 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.
Management 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 management will advance to the Company. 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 shareholders 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 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 February 6, 1998, 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.
Name and Address Amount of Percentage
of Beneficial Owner Beneficial Ownership of Class
Pierce Mill Associates, Inc.(1)(2) 4,750,000 95%
1504 R Street, N.W.
Washington, D.C. 20009
Cassidy & Associates (2) 250,000 5%
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%
(1) Pierce Mill Associates, Inc. is an affiliate of Cassidy &
Associates, the law firm which prepared this registration statement and of
which James M. Cassidy is a principal. James Cassidy is the sole
shareholder of Pierce MIll Associates. Pierce Mill Associates provides
marketing services for Cassidy & Associates, particularly in regard to
locating private companies which may wish to go public, and acts as an
initial shareholder in certain companies formed by Cassidy & Associates.
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 is principal
of Cassidy & Associates, a Washington, D.C. securities law firm, and is
considered the beneficial owner of the shares of common stock of the
Company issued to them.
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 or director
to resign at the request of another person and the above-named officer and
director is not acting on behalf of nor 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. In August,
1988, First Agate Capital Corporation offered 50,000 units at $10.00 for an
aggregate of $500,000 in an underwritten offering of its common stock and
warrants. First Agate Capital is no longer a public company and has had no
activity since 1991. In November, 1988, Consolidated Financial Corporation
offered 50,000 units at $10.00 for an aggregate of $500,000 in an
underwritten offering of its common stock and warrants. 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, and Chatsworth Acquisition Corporation. Until December 30,
1997, Mr. Cassidy was the sole director and beneficial shareholder of
Corcoran Technologies Corporation. Sheffield Acquisitions, Inc. has filed
a registration statement on Form S-1 under the Securities Act and Tunlaw
International Corporation, Corcoran Technologies Corporation and Chatsworth
Acquisition Corporation filed registration statements on Forms 10-SB under
the Exchange Act. The initial business purpose of each of these companies
was to engage in a merger or acquisition with an unidentified company or
companies and each will be classified as a blank check company until
completion of a business acquisition.
Mr. Cassidy anticipates being involved with additional blank check
companies filed under the Securities Act or under the Exchange Act.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
On December 30, 1997, Prime Management, Inc., a California
corporation, merged with and into Corcoran Technologies Corporation. Prime
Management, Inc. is an operating transportation company with 1997 gross
revenues as reported on its Form 10-KSB of $15,958,229 which has two
wholly-owned subsidiaries, Mid-Cal Express, a long-haul trucking company
hauling shipments of general commodities, including temperature-sensitive
goods, in both intrastate and interstate commerce and Mid-Cal Logistics, a
freight brokerage company. Pursuant to the merger, Corcoran Technologies
Corporation changed its name to Prime Companies, Inc. Corcoran
Technologies Corporation has filed a Form 8-K with the Securities and
Exchange Commission describing the merger in greater detail.
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
company. It is anticipated that target companies 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 company 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 will be responsible
for seeking, evaluating, negotiating and consummating a business
combination with a target company which may result in terms providing
benefits to Mr. Cassidy.
Mr. Cassidy is the principal of Cassidy & Associates, a securities 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 company which amount of time would increase when the analysis of,
and negotiations and consummation with, a target company are conducted.
Mr. Cassidy owns 100% of Pierce Mill Associates which, in turn, owns
4,750,000 shares of common stock of the Company and is a principal of
Cassidy & Associates, a securities law firm, which owns 250,000 shares of
the Company's common stock. 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 or all of the 4,750,000 shares of Common Stock owned by Pierce
Mill Associates will be purchased by the target company. The amount of
Common Stock sold or continued to be owned by Pierce Mill Associates cannot
be determined at this time.
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 Associates for the purchase of all or part of its common stock
of the Company by a target company. Mr. Cassidy would directly benefit
from such employment or payment. Such benefits may influence Mr. Cassidy's
choice of a target company.
The Company may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a target company 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 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
with the Company.
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.
Management has adopted certain policies involving possible conflicts
of interest, including prohibiting any of the following transactions
involving management, promoters, shareholders 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 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, has not received such
compensation in the past, and is not accruing any compensation pursuant to
any agreement with the Company.
The officer and director of the Company will not receive any finder's
fee, either directly or indirectly, as a result of his efforts to implement
the Company's business plan outlined herein. However, the officer and
director of the Company anticipates receiving benefits as a beneficial
shareholder of the Company. See "ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
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 December 15, 1997, the Company issued a total of 5,000,000 shares
of Common Stock to the following persons for a total of $1,000 in cash:
Name Number of Total Shares Consideration
Pierce Mill Associates, Inc. 4,750,000 $950
Cassidy & Associates 250,000 $50
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 their affiliates
or associates serve as an officer or director or hold any ownership
interest. Management is not aware of any circumstances under which this
policy 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
shareholders of the Company have executed and delivered a "lock-up" letter
agreement, affirming that such shareholders shall not sell their 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 shareholders have deposited their
stock certificates with the Company's management, who will not release the
certificates except in connection with or following the completion of a
merger or acquisition.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, par value $.0001 per share, and 20,000,000 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.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the issuance of
20,000,000 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
shareholders. 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 shareholders 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
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 prior to a
business combination.
GLOSSARY
"Blank Check" Company. As defined in Section 7(b)(3) of the Securities
Act, a "blank check" company 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. Aberdeen Acquisition 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 private company
owned by management of the Company. Pierce Mill Associates provides
marketing services for Cassidy & Associates, particularly in regard to
locating private companies which may wish to go public, and acts as an
initial shareholder in certain companies formed by Cassidy & Associates.
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.
(a) MARKET PRICE. 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.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes 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.
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.
If, after a merger or acquisition, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company's
securities may be traded in the over-the-counter ("OTC") market. The OTC
market differs from national and regional stock exchanges in that it (1) is
not cited in a single location but operates through communication of bids,
offers and confirmations between broker-dealers and (2) securities admitted
to quotation are offered by one or more broker-dealers rather than the
"specialist" common to stock exchanges. The Company may apply for listing
on the NASD OTC Bulletin Board or may offer its securities in what are
commonly referred to as the "pink sheets" of the National Quotation Bureau,
Inc. To qualify for listing on the NASD OTC Bulletin Board, an equity
security must have one registered broker-dealer, known as the market maker,
willing to list bid or sale quotations and to sponsor the company for
listing on the Bulletin Board.
If the Company is unable initially to satisfy the requirements for
quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the
requirements for continued quotation thereon, and trading, if any, is
conducted in the OTC market, 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 are two holders of the Company's Common Stock.
On December 15, 1997, the Company issued 5,000,000 of its Common Shares to
these shareholders for cash at $.0001 per share for a total price of
$$1,000. The issued and outstanding shares of the Company's Common Stock
were issued in accordance with the exemptions from registration afforded by
Sections 3(b) and 4(2) of the Securities Act of 1933 and Rules 506 and 701
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 its 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 Shares Consideration
December 15, Pierce Mill 4,750,000 $950
1997 Associates, Inc.(1)
December 15, Cassidy & Associates(2) 250,000 $50
1997
________
(1) Mr. Cassidy, the president and sole director of the Company, is
the sole director and shareholder of Pierce Mill Associates, Inc. and is
therefore considered to be the beneficial owner of the common stock of the
Company issued to Pierce Mill Associates, Inc. With respect to the sales
made to Pierce Mill Associates, Inc., the Company relied on Section 4(2) of
the Securities Act of 1933, as amended and Rule 506 promulgated thereunder.
(2) Mr. Cassidy is a principal of Cassidy & Associates, a Washington,
D.C. securities law firm, and is therefore considered to be the beneficial
owner of the common stock of the Company issued to Cassidy & Associates.
With respect to the sales made to Cassidy & Associates, the Company relied
upon Section 3(b) of the Securities Act of 1933, as amended and Rule 701
promulgated thereunder.
The shareholders of the Company have executed and delivered a
"lock-up" letter agreement which provides that such shareholders shall not
sell the securities except in connection with or following the consummation
of a merger or acquisition. Further, each shareholder has placed its stock
certificates with the Company until such time. Any liquidation by the
current shareholders 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.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION
IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE
UNENFORCEABLE.
<PAGE>
PART F/S
FINANCIAL STATEMENTS.
Attached are audited financial statements for the Company for the
period ended December 16, 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 LOCATION
(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 with Pierce Mill
Associates, Inc.
3.2 ** Lock-Up Agreement with Cassidy & Associates
(10)(a) Consents - Experts:
10.1* Consent of Accountants
____
* previously filed.
** filed herewith
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ABERDEEN ACQUISITION CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants F-2
Financial Statements:
Assets F-3
Stockholders' Equity 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
ABERDEEN ACQUISITION CORPORATION
I have audited the accompanying Balance Sheet of Aberdeen Acquisition
Corporation as of December 16, 1997. This financial statement is the
responsibility of Aberdeen Acquisition 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 Aberdeen
Acquisition Corporation as of December 16, 1997, in conformity with
generally accepted accounting principles.
/s/ John P. MacLean, CPA, CFP
December 21, 1997
F-2
<PAGE>
ABERDEEN ACQUISITION CORPORATION
Balance Sheet
December 16, 1997
ASSETS
Cash $1,000
Total assets $1,000
Shareholder Equity
Common Stock (10,000,000 $.0001
par value shares authorized,
5,000,000 outstanding)
$.0001 par value) $500
Additional paid in capital $500
Total Equity $1,000
See Auditor's Report
F-3
<PAGE>
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 December 3,
1997 for the purpose of engaging in any lawful business. The Company is in
the development stage. Other than issuing shares to its original
shareholders and filing the registration statement of which this prospectus
is a part, the Company hasnot commenced any operational activities. The
COmpany intends to locate and negotiate with a business entity to merge
into the Company. In certain instances, such a company may wish to become
a subsidiary of the Company or may wish to contribute assets to the Company
rather than merge. The Company has selected the calendar year as its
fiscal year.
(B) COMMON STOCK ISSUED. The Company has authorized 100,000,000
shares of Common Stock having a par value of $.0001 per share and
20,000,000 shares of preferred stock having a par value $.0001 per share.
As of December 16, 1997, 5,000,000 shares of Common Stock had been issued
and were outstanding.
(C) As of December 16, 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.
F-4
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this amendment #1 to the registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.
ABERDEEN ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, Director and President
April 27, 1998
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 Alameda Drive
Bowie, Maryland 20716
301/249-4900
FAX 301/249-9296
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in Amendment #1 to the Registration Statement on
Form 10-SB of my report dated December 21, 1997 relating to the audited
financial statements of Abderdeen Acquisition Corporation.
John P. MacLean
Certified Public Accountants
April 22, 1998
