SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-23761
ABERDEEN ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2068323
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: 202/387-5400
Securities registered under Section 12(g) of the Exchange
Act: Common Stock, $.0001 par value per share
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during
the last 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. $0.
State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was sold,
or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. $0.
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date.
Class Outstanding at December 31, 1998
Common Stock, par value $0.0001 5,000,000
Documents incorporated by reference: None
PART I
ITEM 1. DESCRIPTION OF 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 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.
The Company registered its common stock on a Form
10-SB registration statement filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12(g) thereof. The Company files with the Securities
and Exchange Commission periodic and episodic reports under
Rule 13(a) of the Exchange Act, including quarterly reports
on Form 10-QSB and annual reports Form 10-KSB. As a
reporting company under the Exchange Act, the Company may
register additional securities on Form S-8 (provided that it
is then in compliance with the reporting requirements of the
Exchange Act) and on Form S-3 (provided that is has during
the prior 12 month period timely filed all reports required
under the Exchange Act), and its class of common stock
registered under the Exchange Act may be traded in the
United States securities markets provided that the Company
is then in compliance with applicable laws, rules and
regulations, including compliance with its reporting
requirements under the Exchange Act.
The Company will attempt to locate and negotiate
with a business entity for the merger of that target
business into the Company. In certain instances, a target
business 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 business.
Management believes that there are perceived
benefits to being a reporting company with a class of
publicly-traded securities. These are commonly thought to
include (1) the ability to use registered securities to make
acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation
of borrowing from financial institutions; (4) improved
trading efficiency; (5) shareholder liquidity; (6) greater
ease in subsequently raising capital; (7) compensation of
key employees through options stock; (8) enhanced corporate
image; and (9) a presence in the United States capital
market.
A business entity, if any, which may be interested
in a business combination with the Company may include (1) a
company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets or
businesses; (2) 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; (3) a
company which wishes to become public with less dilution of
its common stock than would occur normally upon an
underwriting; (4) a company which believes that it will be
able to obtain investment capital on more favorable terms
after it has become public; (5) a foreign company which may
wish an initial entry into the United States securities
market; (6) a special situation company, such as a company
seeking a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan; or (7) a
company seeking one or more of the other perceived benefits
of becoming a public company.
Management is actively engaged in seeking a
qualified private company as a candidate for a business
combination. The Company is authorized to enter into a
definitive agreement with a wide variety of private
businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with
which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating
history, revenues, future prospects or other characteristics
of that company.
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.
Management of the Company, which in all likelihood
will not be experienced in matters relating to the business
of a target business, 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 business, as the Company has limited cash
assets with which to pay such obligation.
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 may consider such matters as the available
technical, financial and managerial resources; working
capital and other financial requirements; history of
operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience
of management services which may be available and the depth
of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth
or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades;
name identification; and other relevant factors.
Management does not have the capacity to conduct as
extensive an investigation of a target business as might be
undertaken by a venture capital fund or similar institution.
As a result, management may elect to merge with a target
business which has one or more undiscovered shortcomings and
may, if given the choice to select among target businesses,
fail to enter into an agreement with the most
investment-worthy target business.
Following a business combination the Company may
benefit from the services of others in regard to accounting,
legal services, underwritings and corporate public
relations. If requested by a target business, management
may recommend one or more underwriters, financial advisors,
accountants, public relations firms or other consultants to
provide such services.
A potential target business 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 business 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 businesses for the continuation of the services of
attorneys, accountants, advisors or consultants could be a
factor in the selection of a target business.
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 likely 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. The issuance of additional securities and
their potential sale into any trading market which may
develop in the Company's securities may depress the market
value of the Company's securities in the future if such a
market develops, of which there is no assurance.
While the terms of a business transaction to which
the Company may be a party cannot be predicted, it is
expected that the parties to the business transaction will
desire 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
With respect to any merger or acquisition
negotiations with a target business, management expects to
focus on the percentage of the Company which target business
shareholders would acquire in exchange for their
shareholdings in the target business. Depending upon, among
other things, the target business'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. 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.
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
business.
As of the date hereof, management has not made any
final decision concerning or entered into any agreements for
a business combination. When any such agreement is reached
or other material fact occurs, the Company will file notice
of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-KSB
are advised to determine if the Company has subsequently
filed a Form 8-K.
The Company anticipates that the selection of a
business opportunity in which to participate will be complex
and without certainty of success. Management believes (but
has not conducted any research to confirm) that there are
numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include
facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for
acquisitions, and providing liquidity for shareholders and
other factors. Business opportunities may be available in
many different industries and at various stages of
development, all of which will make the task of comparative
investigation and analysis of such business opportunities
extremely difficult and complex.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many
existing computer programs use only two digits to identify a
year in such program's date field. These programs were
designed and developed without consideration of the impact
of the change in the century for which four digits will be
required to accurately report the date. If not corrected,
many computer applications could fail or create erroneous
results by or following the year 2000 ("Year 2000 Problem").
Many of the computer programs containing such date language
problems have not been corrected by the companies or
governments operating such programs. It is impossible to
predict what computer programs will be effected, the impact
any such computer disruption will have on other industries
or commerce or the severity or duration of a computer
disruption.
The Company does not have operations and does not
maintain computer systems. Before the Company enters into
any business combination, it may inquire as to the status of
any target business's Year 2000 Problem, the steps such
target business has taken or intends to take to correct any
such problem and the probable impact on such target business
of any computer disruption. However, there can be no
assurance that the Company will not merge with a target
business that has an uncorrected Year 2000 Problem or that
any planned Year 2000 Problem corrections will be
sufficient. The extent of the Year 2000 Problem of a target
business may be impossible to ascertain and any impact on
the Company will likely be impossible to predict.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has
no agreements to acquire any properties. The Company
currently uses the offices of Pierce Mill Associates, Inc.
at no cost to the Company and the Company expects this
arrangement to continue until the Company completes an
acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or
against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security
holders, through the solicitation of proxies or otherwise,
during the fourth quarter of the fiscal year covered by this
report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is currently no public market for the
securities of the Company. The Company does not intend to
trade its securities in the secondary market until
completion of a business combination or acquisition. It is
anticipated that following such occurrence the Company will
cause its common stock to be listed or admitted to quotation
on the NASD OTC Bulletin Board or, if it then meets the
financial and other requirements thereof, on the Nasdaq
SmallCap Market, National Market System or regional or
national exchange.
The proposed business activities described herein
classify the Company as a "blank check" company. The
Securities and Exchange Commission and many states have
enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective
jurisdictions. 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 "lock-up" letter agreements, affirming that
such shareholder will not sell or otherwise transfer its
shares of the Company's common stock except in connection
with or following completion of a merger or acquisition and
the Company is no longer classified as a blank check
company. The shareholders have deposited such shareholder's
respective stock certificate with the Company's management,
who will not release the respective certificates except in
connection with or following the completion of a merger or
acquisition.
There are currently two shareholders of the
outstanding common stock of the Company. The Company has
not designated nor issued any preferred stock.
During the past three years, the Company has sold
securities which were not registered as follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
December 15, 1997 Pierce Mill 4,750,000 $950
Associates, Inc.(1)
December 15, 1997 Cassidy & Associates(2) 250,000 $50
________
(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.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company was formed to engage in a merger with or
acquisition of an unidentified foreign or domestic private
company which desires to become a reporting ("public")
company whose securities are qualified for trading in the
United States secondary market. The Company meets the
definition of a "blank check" company contained in Section
(7)(b)(3) of the Securities Act of 1933, as amended. 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.
Management is actively engaged in seeking a
qualified private company as a candidate for a business
combination. The Company is authorized to enter into a
definitive agreement with a wide variety of private
businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with
which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating
history, revenues, future prospects or other characteristics
of that company.
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 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 business,
the closing documents may provide that the proposed
transaction will be voidable at the discretion of the
present management of the Company.
The Company will not restrict its search for any
specific kind of businesses, but may acquire a business
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.
A business combination with a target business will
normally involve the transfer to the target business of the
majority of common stock of the Company, and the
substitution by the target business of its own management
and board of directors.
The Company has, and will continue to have, no
capital with which to provide the owners of business
opportunities with any cash or other assets. However,
management believes the Company will be able to offer owners
of acquisition candidates the opportunity to acquire a
controlling ownership interest in a publicly registered
company without incurring the cost and time required to
conduct an initial public offering. The officer and
director of the Company has not conducted market research
and is not aware of statistical data to support the
perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The Company's shareholders have agreed that they
will advance to the Company any additional funds which the
Company needs for operating capital and for costs in
connection with searching for or completing an acquisition
or merger. Such advances will be made without expectation of
repayment unless the owners of the business which the
Company acquires or merges with agree to repay all or a
portion of such advances. There is no minimum or maximum
amount such shareholder will advance to the Company. The
Company will not borrow any funds for the purpose of
repaying advances made by such shareholder, and the Company
will not borrow any funds to make any payments to the
Company's promoters, management or their affiliates or
associates.
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek an
acquisition or merger with any entity in which the Company's
officer, director, shareholder or his affiliates or
associates serve as officer or director or hold any
ownership interest.
ITEM 7. FINANCIAL STATEMENTS
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1998
PAGE 3 - STATEMENTS OF OPERATIONS FOR THE YEAR
ENDED DECEMBER 31, 1998 AND FOR THE PERIOD
FROM DECEMBER 3, 1997 (INCEPTION) TO
DECEMBER 31, 1998
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY FOR THE PERIOD FROM DECEMBER 3,
1997 (INCEPTION) TO DECEMBER 31,1998
PAGE 5 - STATEMENTS OF CASH FLOW FOR THE YEAR ENDED
DECEMBER 31, 1998 AND FOR THE PERIOD FROM
DECEMBER 3, 1997 (INCEPTION) TO DECEMBER
31, 1998
PAGE 6 - 8 - NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1998
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Aberdeen Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Aberdeen
Acquisition Corporation (a development stage company) as of
December 31, 1998 and the related statements of operations,
changes in stockholders' equity and cash flows for the year
then ended and for the period from December 3, 1997
(inception) to December 31, 1998. 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
statements 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 Aberdeen Acquisition Corporation (a development
stage company) as of December 31, 1998, and the results of
its operations and its cash flows for the year then ended
and from December 3, 1997 (inception) to December 31, 1998,
in conformity with generally accepted accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
February 19, 1999
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1998
ASSETS
Cash $ 894
TOTAL ASSETS $ 894
LIABILITIES AND STOCKHOLDERS' EQUITY
Loan payable to Cassidy & Associates
Trust $ 50
Total Liabilities 50
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001
par value, 20 million
shares authorized, none
issued and outstanding -
Common Stock, $.0001 par
value, 100 million shares
authorized, 5,000,000 issued
and outstanding 500
Capital in excess of par 500
Accumulated deficit during
development stage (156)
Total Stockholders' Equity 844
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 894
See accompanying notes to financial statements.
2
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
AND FOR THE PERIOD FROM DECEMBER 3, 1997
(INCEPTION) TO DECEMBER 31, 1998
CUMULATIVE FROM
DECEMBER 3, 1997
(INCEPTION) TO YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31,1998
Income $ - $ -
Expenses
Bank charges $ 156 $ 156
NET LOSS $ (156) $ (156)
See accompanying notes to financial statements.
3
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 3, 1997
(INCEPTION) TO DECEMBER 31, 1998
Deficit
Additional Accumulated
Common Paid-In During Devel-
Stock Capital opment Stage Total
Common stock issuance $ 500 $ 500 $ - $ 1,000
Balance at December
31, 1997 500 500 - 1,000
Net loss for the year
ended December 31, 1998 - - (156) (156)
BALANCE AT DECEMBER
31, 1998 500 $ 500 $ (156) $ 844
See accompanying notes to financial statements.
4
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
AND FOR THE PERIOD FROM DECEMBER 3, 1997
(INCEPTION) TO DECEMBER 31, 1998
CUMULATIVE FROM
DECEMBER 3, 1997
(INCEPTION) TO YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1998
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (156) $ (156)
Adjustments to
reconcile net loss
to net cash used
by operating activities: - -
Net cash used in
operating activities (156) (156)
CASH FLOWS FROM INVESTING
ACTIVITIES - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance
of common stock 1,000 -
Increase in loan payable 50 50
Net cash provided by
financing activities 1,050 50
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 894 (106)
CASH AND CASH
EQUIVALENTS - BEGINNING
OF PERIOD - 1,000
CASH AND CASH EQUIVALENTS
- END OF PERIOD $ 894 $ 894
See accompanying notes to financial statements.
5
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Aberdeen Acquisition Corporation (a development stage company)
("the Company") was incorporated in Delaware on December 3, 1997
to serve as a vehicle to effect a merger, exchange of capital
stock, asset acquisition or other business combination with a
domestic or foreign private business. At December 31, 1998, the
Company had not yet commenced any formal business operations, and
all activity to date relates to the Company's formation and
proposed fund raising. The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon
its ability to identify a prospective target business and raise
the capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination
thereof.
B. Use of Estimates
The preparation of the 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.
C. Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company
considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
6
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D. Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. There were no current
or deferred income tax expense or benefits due to the Company's
limited operations for the period ended December 31, 1998.
E. New Accounting Pronouncements
The Financial Accounting Standards Board has recently issued
several new accounting pronouncements. Statement No. 129,
"Disclosure of Information about Capital Structure" establishes
standards for disclosing information about an entity's capital
structure, is effective for financial statements for periods
ending after December 15, 1997 and has been adopted by the Company
as of December 31, 1997. Statement No. 130, "Reporting
Comprehensive Income" establishes standards for reporting and
display of comprehensive income and its components, and is
effective for fiscal years beginning after December 15, 1997.
Statement No. 131, "Disclosures about Segments of an Enterprise
and Related Information" establishes standards for the way that
public business enterprises report information about operating
segments in annual financial statements and requires that those
enterprises report selected information about operating segments
in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and
services, geographic areas, and major customers, and is
effective for
7
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
financial statements for periods beginning after December 15,
1997. The Company believes that its adoption of Statements 130
and 131 will not have a material effect on the Company's financial
position or results of operations.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and
other rights and preferences as may be determined from time to
time by the Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock at $.0001 par value. The Company issued 4,750,000 and
250,000 shares to Pierce Mill Associates, Inc. and Cassidy &
Asscoiates, respectively.
NOTE 3 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns 100% of the outstanding stock of Pierce
Mill Associates, Inc., the 95% shareholder. The same party is
also the controlling owner of Cassidy & Associates.
8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The Company filed a Form 8-K on February 18, 1999, noticing the
change in the Company's accountants. There were no disagreements with
accountants on accounting and financial disclosure for the period
covered by this report.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
----------------- -----------
James M. Cassidy 63 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., LL.B., 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. In 1990, in
connection with the change in control of Consolidated Financial Corporation,
Mr. Cassidy transferred all his shares of Consolidated Financial Corporation
common stock without compensation or any financial benefit and resigned as
an officer and director of that company. Mr. Cassidy has had no further
relationship or transactions with Consolidated Financial Corporation since
1990. As described in public filings made by the company, in June, 1991,
the new management of Consolidated Financial Corporation effected its merger
with A.B.E Industrial Holdings.
CURRENT BLANK CHECK COMPANIES
Mr. Cassidy is the president, sole director and beneficial
shareholder of Tunlaw International Corporation, Aberdeen Acquisition
Corporation, Barhill Acquisition Corporation, Sunderland Acquisition
Corporation and Westford Acquisition Corporation. Until its business
combination on December 30, 1997, Mr. Cassidy was the sole director and
beneficial shareholder of Corcoran Technologies Corporation. Until its
business combination on December 4, 1998, Mr. Cassidy was the sole director
and beneficial shareholder of Chatsworth Acquisition Corporation. Each of
these companies filed registration statements on Forms 10-SB under the
Exchange Act which became effective and each files periodic reports under
the Exchange Act. Mr. Cassidy is the president, sole director and a
beneficial shareholder of Blencathia Acquisition Corporation which filed a
registration statement on Form 10-SB under the Exchange Act on February 9,
1999 and of Warwick Acquisition Corporation and Torbay Acquisition
Corporation which filed their registration statements on Form 10-SB on
February 19, 1999. The initial business purpose of each of these companies
was or is to engage in a merger or acquisition with an unidentified company
or companies and each were or will be classified as a blank check company
until completion of a business combination.
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.
Corcoran Technologies Corporation was formed on March 27, 1997 to engage in
a merger or acquisition with an unidentified company or companies and was
structured substantially identically to the Company, including identical
management and beneficial shareholders. At the time of the merger, Prime
Management, Inc. was an operating transportation company with 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. and Corcoran
Technologies Corporation filed a Form 8-K with the Securities and Exchange
Commission describing the merger. The common stock of Prime Companies, Inc.
trades on the NASD OTC Bulletin Board under the symbol PRMC. Detailed
information concerning Prime Companies, Inc. may be obtained from its
filings under the Exchange Act which are found on the EDGAR archives page of
the Securities and Exchange Commission's Web site at www.sec.gov.
On December 4, 1998, AmeriCom USA, Inc., a Delaware corporation,
merged with and into Chatsworth Acquisition Corporation. Chatsworth
Acquisition Corporation was formed on December 3, 1997 to engage in a merger
or acquisition with an unidentified company or companies and was structured
substantially identically to the Company, including identical management and
beneficial shareholders. AmeriCom USA, Inc. is an operating Internet
advertising company with one wholly-owned subsidiary, Diversified Associates
International, a California company. Pursuant to the merger, Chatsworth
Acquisition Corporation changed its name to AmeriCom USA, Inc. and
Chatsworth Acquisition Corporation filed a Form 8-K with the Securities and
Exchange Commission describing the merger. AmeriCom USA, Inc. is seeking
the admission of its common stock to quotation on the NASD OTC Bulletin
Board. Detailed information concerning AmeriCom USA, Inc. may be obtained
from its filings under the Exchange Act which are found on the EDGAR archives
page of the Securities and Exchange Commission's Web site at www.sec.gov.
On February 22, 1999, AmeriCom USA, Inc. filed a Form 8-K describing its
acquisition of Kiosk Software, Inc., which has developed a proprietary kiosk
operating system and specializes in complete kiosk development services
including custom cabinet design and multimedia software development.
CONFLICTS OF INTEREST
The Company's officer and director has organized and expects to
organize other companies of a similar nature and with a similar purpose as
the Company. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company. Insofar as
the officer and director is engaged in other business activities, management
anticipates that it will devote only a minor amount of time to the Company's
affairs. The Company does not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.
A conflict may arise in the event that another blank check company
with which management is affiliated is formed and actively seeks a target
business. It is anticipated that target businesses will be located for the
Company and other blank check companies in chronological order of the date
of formation of such blank check companies. However, any blank check
companies that may be formed may differ from the Company in certain items
such as place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It may be that a
target business may be more suitable for or may prefer a certain blank check
company formed after the Company. In such case, a business combination might
be negotiated on behalf of the more suitable or preferred blank check
company regardless of date of formation.
Mr. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the time of
Mr. Cassidy which would detract from the amount of time he is able to devote
to the Company. Mr. Cassidy intends to devote as much time to the
activities of the Company as required. However, should such a conflict
arise, there is no assurance that Mr. Cassidy would not attend to other
matters prior to those of the Company. Mr. Cassidy projects that initially
approximately ten hours per month of his time may be spent locating a target
business which amount of time would increase when the analysis of, and
negotiations and consummation with, a target business are conducted.
The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the continuing
securities or other legal work of the Company being handled by the law firm
of which Mr. Cassidy is the principal. The terms of a business combination
may provide for a payment by cash or otherwise to Pierce Mill or Cassidy &
Associates for the purchase of their Common Stock by a target business. Mr.
Cassidy would directly benefit from such employment or payment. Such
benefits may influence Mr. Cassidy's choice of a target business.
Management owns 100% of Pierce Mill and is a principal of Cassidy &
Associates, which, in turn, own 4,750,000 and 250,000 shares, respectively,
of the common stock of the Company. Mr. Cassidy is considered the
beneficial owner of the 5,000,000 shares of the Common Stock owned by Pierce
Mill and Cassidy & Associates. Pierce Mill Associates is a private company
whose function is to form and market blank check companies.
No other securities, or rights to securities, of the Company will be
issued to management or promoters, or their affiliates or associates, prior
to the completion of a business combination. At the time of a business
combination, management expects that some of the 5,000,000 shares of Common
Stock owned by Pierce Mill and Cassidy & Associates will be purchased by the
target business. The amount of Common Stock sold or continued to be owned
by Pierce Mill or Cassidy & Associates cannot be determined at this time.
Management may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a target business to the
Company where that reference results in a business combination. The amount
of any finder's fee will be subject to negotiation, and cannot be estimated
at this time. No finder's fee of any kind will be paid to the management or
promoters of the Company, or to their associates or affiliates. No loans of
any type have, or will be, made to management or promoters of the Company or
to any of their associates or affiliates.
The Company's officer and director, or promoters, or their
affiliates or associates are regularly in discussion with potential target
businesses which may wish to combine with the Company or similar companies
with which management is associated. There are no binding 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 or promoters or their affiliates or associates: (i) any
lending by the Company to such persons; (ii) the issuance of any additional
securities to such persons prior to a business combination; (iii) the
entering into any business combination or acquisition of assets in which
such persons have any interest, direct or indirect; or (iv) the payment of
any finder's fees to such persons.
These policies have been adopted by the Board of Directors of the
Company, and any changes in these provisions would require the approval of
the Board of Directors. Management does not intend to propose any such
action and does not anticipate that any such action will occur.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve conflicts
of interest in favor of the Company could result in liability of management
to the Company. However, any attempt by shareholders to enforce a liability
of management to the Company would most likely be prohibitively expensive
and time consuming.
ITEM 10. EXECUTIVE COMPENSATION
The Company's officer and director does not receive any compensation
for his services rendered to the Company, nor has he received such
compensation in the past. As of the date of this registration statement,
the Company has no funds available to pay the officer and director.
Further, the officer and director is not accruing any compensation pursuant
to any agreement with the Company.
The officer and director of the Company will not receive any
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.
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 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1998, each person
known by the Company to be the beneficial owner of five percent or more of
the Company's Common Stock and the director and officer of the Company.
Except as noted, the holder thereof has sole voting and investment power
with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
- ----------------------- ------------------ -------------------
Pierce Mill Associates, Inc.(1) 4,750,000 95%
1504 R Street, N.W.
Washington, D.C. 20009
Cassidy & Associates 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) 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 the principal
of Cassidy & Associates and is therefore considered the beneficial
owner of the 5,000,000 shares of common stock owned by them.
ITEM 12. 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:
NUMBER OF TOTAL
NAME SHARES CONSIDERATION
---------------- ---------- --------------
Pierce Mill 4,750,000 $950
Associates, Inc.
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 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. The Securities and Exchange Commission
and many states have enacted statutes, rules and regulations limiting the
sale of securities of blank check companies in their respective
jurisdictions. 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 agreements, affirming that such shareholders shall not sell
their respective shares of the Company's common stock until such time as the
Company has successfully consummated a merger or acquisition and the Company
is no longer classified as a blank check company. The shareholders have
placed the respective stock certificates with the Company which will not
release the certificates until such time as a merger or acquisition has been
successfully consummated.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* Certificate of Incorporation filed as an exhibit to the
Company's registration statement on Form 10-SB filed on
February 10, 1998, and incorporated herein by reference.
3.2* By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB filed on February 10, 1998, and
incorporated herein by reference.
9.1* Lock-Up Agreement with Pierce Mill Associates filed as an
exhibit to the Company's registration statement on Form
10-SB filed on February 10, 1998, and incorporated herein
by reference.
9.2* Lock-Up Agreement with Cassidy & Associates filed as an
exhibit to the Company's registration statement on Form
10-SB filed on February 10, 1998, and incorporated herein
by reference.
23.1 Consent of Accountants
27.1 Financial Data Schedule
_____
* Previously filed
(b) There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 1998. The Company filed a Form
8-K on February 18, 1999 noticing a change in accountants.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
ABERDEEN ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Dated: March 31, 1999
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
NAME OFFICE DATE
James M. Cassidy Director March 31, 1999
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WEINBERG & COMPANY, PA
Town Executive Center
6100 Glades Road, Suite 314
Boca Raton, Florida 33434
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-KSB of Aberdeen Acquisition
Corporation our report for the period from December 3, 1997 (inception)
to December 31, 1998 dated February 19, 1999 relating to the financial
statements of Aberdeen Acquisition Corporation which appear in such
Form 10-KSB.
WEINBERG & COMPANY PA
Certified Public Accountants
Boca Raton, Florida
March 8, 1999
