U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUER
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
BECK & CO.
(Name of Small Business Issuer in its charter)
Nevada 88-0390828
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
7865 South Citori Drive, Building B No. 206, Sandy, UT 84070
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: (801) 562-5687
Securities to be registered under Section 12(b) of the Act:
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
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TABLE OF CONTENTS
ITEM NUMBER AND CAPTION Page
1. Description of Business 3
2. Management's Discussion and Analysis or
Plan of Operations 4
3. Description of Properties 5
4. Security Ownership of Certain Beneficial Owners
and Management 5
5. Directors, Executive Officers, Promoters
and Control Persons 6
6. Executive Compensation 7
7. Certain Relationships and Related Transactions 7
8. Legal Proceedings 7
9. Market for Common Equity and Related
Stockholder Matters 7
10. Recent Sales of Unregistered Securities 7
11. Description of Securities 8
12. Indemnification of Directors and Officers 9
13. Financial Statements 10
14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
15. Financial Statements and Exhibits 10
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ITEM 1. DESCRIPTION OF BUSINESS
History
The Company was formed as a Nevada corporation on April 14,
1998, for the purpose of operating as a specialty jewelry
retailer. Immediately following organization of the Company, it
issued 1,000,000 shares of its common stock to its officer and
director, Larry L. Beck for services rendered to the Company. In
April 1998, the Company completed a private offering of 500,000
shares of its common stock as a sales price of $0.001 per share
or an aggregate offering of $500. These shares were issued
100,000 shares to Valerie King, 200,000 shares to James Evans,
and 200,000 shares to Douglas Madden. In April 1999, the Company
completed a private offering of 21,750 shares of its common stock
at a sales price of $1.00 per share or an aggregate offering of
$21,750. Pursuant to this offering, the Company sold 7,000
shares to two individuals in June 1998 and 14,750 shares to 25
individuals in March 1999.
General
The Company was organized to operate as a specialty retailer
of fine jewelry. To date, the Company has sold a limited
quantity of jewelry through direct-mail and word of mouth
advertising. In August 1999, the Company established a retail
jewelry presence on the internet located at www.etailjewelry.com.
Management intends to focus its resources on developing a dynamic
e-commerce Internet presence marketing fine jewelry.
Additionally, the Company plans on establishing specialty outlets
in small rural communities nationwide, where it can achieve local
market dominance. The Company will offer an in-depth selection
of fine jewelry and precious and semi-precious gemstones
including diamonds, gold, precious and semi-precious jewelry.
The Company plans on opening from 500-800 square foot retail
stores in rural communities that convey a pleasant and inviting
ambiance. With its retail stores operating in small rural
communities, the Company believes that it will not have to
contend with the substantial number of competitors located in
larger cities and will benefit from word of mouth advertising.
In the event the Company is able to find attractive jewelry
retail opportunities in larger cities, the Company may also
utilize its available resources to exploit such opportunities.
Store concepts are expected to be designed around a natural or
`new age' theme. As such, special attention will be given to
lighting, colors and background music. The use of several cases
will allow the Company's customers to have a partial look at
merchandise, allowing a well planned sales presentation to
commence.
To date, the Company has identified several potential store
locations in Elko, Nevada and Salt Lake City, Utah. It is
estimated that each store would require approximately $100,000 to
open, which includes leasehold improvements, inventory,
personnel, legal, marketing and security. The Company would
expect to limit its initial capital outlays by seeking to acquire
existing stores though seller financing.
Currently, the Company has very little capital to exploit
these retail store opportunities. While the Company expects to
raise additional funds in the future, there currently are no
immediate plans to do so and no assurances that it will be
successful in raising additional capital in the future.
Accordingly, the Company has decided to focus time and resources
to developing its Internet presence for the sale of fine jewelry
until such time as the Company has the resources to acquire or
open its first retail store.
The Company's Internet site went online to the public in
August 1999 at www.etailjewelry.com. Through its Internet site,
customers are able to scroll through a number of thumbnail
photographs and identify appealing jewelry products. The
photographs can then be enlarged by the customer to display a
beautiful color rendition of the jewelry product. The customer
is able to enter information regarding sizes and colors and the
ability to purchase the products directly online. The Internet
site has the capability to accept American Express and Discover
credit cards online, provide the customer with a printable order
form or telephone their order directly to the Company. The
Company is presently working on arrangements that will enable it
to accept Visa and Master Card within the next three months.
By utilizing the Internet, the Company is able to
substantially minimize its costs while having the opportunity to
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generate sales. The Company is currently operating from the home
of its President. It is estimated that minimum operating
expenses are approximately $1,000 per month, including the costs
of an Internet service provider, web development, phone, fax,
postage, printing, packaging, legal and minimum marketing through
word of mouth, search engines, discussion groups, chat rooms and
classified advertising.
To date, the Company's only source of marketing has been
through small direct mailings and word of mouth. To further
market the Company's Internet operations, it intends on utilizing
search engines, discussion groups, chat rooms, banner advertising
and print classified advertising in magazines and newspapers.
The Company anticipates as resources become available, to expand
its advertising to include radio and cable television. The
marketing for its specialty retail stores is expected to be
through the use of direct mail, billboard, radio and television
advertising.
The Company does not manufacture its merchandise. It
anticipates purchasing substantially its entire inventory
directly from third party manufacturers and cutters located in
the United States and abroad. Currently, the Company does not
have any contractual agreements with vendors for its merchandise.
The Company is working with approximately five different
suppliers for its jewelry products who require payment for orders
upon delivery or within 30 days and is on a transaction by
transaction basis. Eventually, the Company anticipates the use
of formal supplier contracts as order sizes increase. The
Company anticipates that vendors will commit merchandise on a
consignment basis, eliminating the need to purchase inventory
until it is sold. The Company also anticipates having
arrangements with subcontractors to finish and set stones in
order to keep costs down.
The Company does not currently have sophisticated inventory
control systems due to its limited inventory. Inventory control
systems currently in use are off the shelf software programs.
The Company anticipates that it will utilize a centrally managed
inventory control system in the future as inventory will be
maintained at multiple locations. The computer systems will also
assist in direct mailings, and facilitate future add on sales by
customers. The Company will maintain a database of its customers
buying habits, birthdays, anniversaries and other special
occasions and be able to direct target-mailing offerings add on
merchandise.
Governmental Regulation
There is no significant government regulation of the Company's
operations.
Competition
The Company will be involved in intense competition with other
local jewelry outlets as well as mail order companies and other
Internet sites. Such competing companies have lengthier
experience as jewelry retailers, along with greater financial and
other resources than the Company. Additionally, the Company will
compete, to a limited extent, with out of state jewelry outlets
to the extent that customers choose to purchase products in
larger cities. There is no assurance that the Company will be
able to respond to competitive pressures.
Employees
The Company is a development stage company and currently has no
employees, except its executive officers. Management of the
Company expects to use consultants, attorneys, and accountants as
necessary. The need for full-time employees and their
availability will be determined on an as needed basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
Results of Operations
Quarterly Period Ended June 30, 1999.
The Company had net sales of $28,289 in the six months of 1999
and $6,846 for the period from inception on April 15, 1998,
through June 30, 1998. These sales are attributable to sales
obtained from word of mouth and direct mail advertising, prior to
the Company's Internet site becoming available. Cost of Sales
was $24,582 during the six-month period ended June 30, 1999 and
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$3,908 for the period from inception on April 15, 1998, through
June 30, 1998.
General and administrative expenses in the first six months of
1999 and 1998, consisted of general corporate administration,
legal and professional expenses, advertising, and accounting and
auditing costs. These expenses were $9,121 for the six months
ended June 30, 1999 and $1,913 for the period from inception on
April 15, 1998, through June 30, 1998. Advertising and office
expense were substantially higher 1999 because expenses were
incurred in connection with the development of the Company's
jewelry business. Legal expenses were substantially higher in
1999 because of the costs associated with the Company's filing to
become a reporting company under the Securities Exchange Act of
1934. The Company had no interest expense or income in the
applicable periods.
As a result of the foregoing factors, the Company realized a
net loss of $9,121 for the six months ended June 30, 1999, and a
net loss of $1,913 for the period from inception on April 15,
1998, through December 31, 1998.
Liquidity and Capital Resources
At June 30, 1999, the Company had working capital of $9,703 as
compared to working capital of $1,737 at December 31, 1998. The
working capital resulted from loans totaling $2,500 to the
Company from the sole officer and director, and sale of 21,750
shares of common stock resulting in gross proceeds to the Company
of $21,750. This sale was conducted pursuant to a private
offering by the Company completed in March 1999. The Company
intends to apply its working capital to paying administrative
costs and marketing the Company's jewelry products through its
website. The Company estimates that the net proceeds of the
offering will cover the Company's operating expenses for a term
of six months through October 1999, after which the Company
intends to rely on revenue generated from sale of its jewelry
products to fund operations, including the Company's plan to
establish retail locations in rural communities. It is
estimated, that the minimum operating expenses are approximately
$1,000 per month, which include the cost of an Internet service
provider, web development, telephone, fax, postage, printing,
packaging, legal and minimal marketing. If the Company is unable
to generate sufficient revenue to support and expand its
operations, it may need to seek debt or equity financing. The
Company has not identified any potential sources of debt or
equity financing and can not predict whether any such financing
will be available to the Company should it be needed on terms
acceptable to the Company. In addition, the Company's President
and majority shareholder, Larry Beck, has expressed a desire to
utilize personal resources to fund operations. However, there is
no contractual obligation to do so.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company is currently operating from a home office of its
President, Larry Beck, in Sandy, Utah. In the event Internet
operations grow to where the Company is required to hire
employees, the Company will operate its Internet operations from
a future retail specialty store preferably in a rural community
such as Elko, Nevada, where the Company has identified several
potential locations. The Company may also operate from a retail
location in Salt Lake City or Sandy, Utah if it is able to secure
a lease on favorable terms.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of May 27, 1999, the number and
percentage of the outstanding shares of common stock which,
according to the information supplied to the Company, were
beneficially owned by (i) each person who is currently a director
of the Company, (ii) each executive officer, (iii) all current
directors and executive officers of the Company as a group and
(iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the outstanding common stock.
Except as otherwise indicated, the persons named in the table
have sole voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
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Common Percent
Shares of
Class
Name and Address
Larry L. Beck (1) 1,000,000 65.7
7865 South Citori Drive
Building B, No. 206
Sandy, UT 84070
James P. Evans 200,000 13.1
P.O. Box 935
Wells, Nevada 89835
Valerie King 100,000 6.6
148 Cascade Drive
Sp. Creek, Nevada 89815
Douglas E. Madden 200,000 13.1
444 Elm street
Elko, Nevada 89801
All Executive officers and Directors 1,000,000 65.7
as a Group (1 person)
(1) Mr. Beck is the sole officer and director of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
Directors and Officers
The following table sets forth the names, ages, and positions
with the Company for each of the directors and officers of the
Company.
Name Age Positions (1) Since
Larry L. Beck 46 President, Secretary, 1998
Treasurer and Director
Board of Directors of the corporation shall consist of at least
one (1) but no more than seven (7) persons, who shall be elected
at the annual meeting of the shareholders of the corporation and
who shall hold office for one (1) year or until their successors
are elected and qualify.
The following is information on the business experience of each
director and officer.
Larry L. Beck is the founder of the Company and has served as
President, Secretary, Treasurer and Director since its
incorporation in April 1998. Mr. Beck has over 20 years
experience in various aspects of the retail jewelry business
including purchasing, merchandising, appraising, managing and
restructuring. From March 1996 through December 1997, Mr. Beck
was involved in sales and jewelry appraising for Fortier
Jewelers, a chain of jewelry stores in Utah. From September 1994
through February 1996 Mr. Beck managed the Shane Company, a
wholesale jewelry store in Utah. Mr. Beck helped open the first
store and participated in its growth to over $3,000,000 in sales.
From April 1993 to September 1994 Mr. Beck was a consultant for
Silverman Retail Consultants, a consulting firm that assisted
distressed retailers in the area of closeouts, bankruptcies,
acquisitions and marketing.
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ITEM 6. EXECUTIVE COMPENSATION
In April 1998, the Company issued 1,000,000 shares of its
common stock, to the Company's sole director and President, Larry
Beck. These shares were issued in consideration of services
rendered to the Company at $0.001 par value. The Company has no
further arrangement for compensating any of its executive
officers. At such time as the results of operations of the
Company improve, it is expected the Company will implement
compensation arrangements for its executive officers.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 14, 1998, the Company issued 1,000,000 shares of
common stock, par value $0.001 per share, to Larry L. Beck, in
consideration of services rendered and for other nominal
consideration received in connection with the formation of the
Company.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings, and to the best of its knowledge, no such
proceedings by or against the Company have been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
There is no established trading market for the Company's common
stock. The Company has no outstanding options or warrants to
purchase, or securities convertible into, common equity.
Of the 1,521,750 shares of common stock outstanding, 1,500,000
shares ("Control Shares"), are held by officers, directors, and
10% stockholders of the Company, and are subject to restrictions
on resale under Rule 144 promulgated under the Securities Act of
1933. Control Shares may be sold subject to complying with all
of the terms and conditions of Rule 144, except the one-year
holding period which has been satisfied.
Since its inception, no dividends have been paid on the Company's
common stock. The Company intends to retain any earnings for use
in its business activities, so it is not expected that any
dividends on the common stock will be declared and paid in the
foreseeable future.
At May 21, 1999, there were approximately 31 holders of record of
the Company's Common Stock.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Immediately following organization of the Company in April 1998,
it issued 1,000,000 shares of its common stock to its sole
officer and director in connection with the formation of the
Company. No underwriter or broker was involved in the offering,
and no commissions were paid on the sale of the shares. The
shares were offered and sold in reliance on the exemption set
forth in Section 4(2) of the Securities Act of 1933.
In connection with for formation of the Company, it issued on
April 14, 1998, 500,000 shares of common stock at a price of
$0.001 per share or a total of $500. The shares were sold in
reliance on Rule 504 of Regulation D promulgated under the
Securities Act of 1933. The offering was completed on or about
June 1, 1998, with all offered shares sold at a gross purchase
price of $500. No underwriter or broker was involved in the
offering, and no commissions were paid on the sale of the shares.
The purchasers of the shares are as follows:
James P. Evans 200,000 shares
Valerie King 100,000 shares
Douglas E. Madden 200,000 shares
On June 1, 1998, the Company commenced a placement of 100,000
shares of common stock at a price of $1.00 per share in reliance
on Rule 504 of Regulation D promulgated under the Securities Act
of 1933. The offering was completed on or about April 2, 1999,
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with 21,750 shares sold at a gross purchase price of $21,750. No
underwriter or broker was involved in the offering, and no
commissions were paid on the sale of the shares. The purchasers
of the shares, the number of shares and the month of sale are as
follows:
John Banas March 1999 500 shares
Gordon E. Beckstead March 1999 500 shares
John Bradley March 1999 500 shares
Stephen Bushansky June 1998 2,000 shares
Bill M. Conrad March 1999 500 shares
John K. Delisa, Jr. March 1999 500 shares
Elvena Inc. June 1998 5,000 shares
Jeffrey Falke March 1999 150 shares
William Falke March 1999 150 shares
Debra Gellar March 1999 1,000 shares
Eugene Gellar March 1999 1,000 shares
Douglas J. and Donna K. Kilmas March 1999 500 shares
Kuno Laren March 1999 500 shares
Michael A. Linsky March 1999 500 shares
John B. Lowy March 1999 200 shares
Debra A. Marsalisi March 1999 500 shares
Fay M. Matsukage March 1999 500 shares
Raymond E. and Tamara D. McElhaney March 1999 500 shares
OMI Trust March 1999 750 shares
Steven and Tracie Pollack March 1999 750 shares
Tracie Pollack March 1999 750 shares
Barry Potter March 1999 500 shares
Stephen Richards March 1999 2,000 shares
Andrew D. Russ March 1999 500 shares
Hal Schoenfeld March 1999 500 shares
Charlie Trench March 1999 500 shares
Michael L. Valo March 1999 500 shares
ITEM 11. DESCRIPTION OF SECURITIES
The Company is authorized to issue 20,000,000 shares of common
stock, par value $0.001 per share, of which 1,521,750 shares are
issued and outstanding. Holders of common stock are entitled to
one vote per share on each matter submitted to a vote at any
meeting of stockholders. Shares of common stock do not carry
cumulative voting rights and, therefore, holders of a majority of
the outstanding shares of common stock will be able to elect the
entire board of directors, and, if they do so, minority
stockholders would not be able to elect any members to the board
of directors. The Company's board of directors has authority,
without action by the Company's stockholders, to issue all or any
portion of the authorized but unissued shares of common stock,
which would reduce the percentage ownership in the Company of its
stockholders and which may dilute the book value of the common
stock. Stockholders of the Company have no pre-emptive rights to
acquire additional shares of common stock. The common stock is
not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Company,
the shares of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. Holders
of common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds
legally available for the payment of dividends. The Company has
not paid dividends on its common stock and does not anticipate
that it will pay dividends in the foreseeable future.
The Company is authorized to issue 5,000,000 shares of
preferred stock, par value $0.001, none of which are issued and
outstanding. The Company currently has no plans to issue any
preferred stock. The Board of Directors is authorized to
classify any shares of its authorized but unissued preferred
stock as preferred stock in one or more series. With respect to
each series, the Board of Directors shall determine the number of
shares which shall constitute such series; the rate of dividend,
if any, payable on shares of such series; whether the shares of
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such series shall be cumulative, non-cumulative or partially
cumulative as to dividends, and the dates from which any
cumulative dividends are to accumulate; whether the shares of
such series may be redeemed, and, if so, the price or prices at
which and the terms and conditions on which shares of such series
may be redeemed; the amount payable upon shares of such series in
the event of the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company.; the
sinking fund provisions, if any, for the redemption of shares of
such series; the voting rights, if any, of the shares of such
series; the terms and conditions, if any, on which shares of such
series may be converted into shares of capital stock of the
Company of any other class or series; whether the shares of such
series are to be preferred over shares of capital stock of the
Company of any other class or series as to dividends, or upon the
voluntary or involuntary dissolution, liquidation, or winding up
of the affairs of the Company, or otherwise; and any other
characteristics, preferences, limitations, rights, privileges,
immunities or terms not inconsistent with the provisions of the
Articles of Incorporation. The availability of preferred stock,
while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect
of discouraging takeover proposals, and the issuance of preferred
stock could have the effect of delaying or preventing a change in
control of the Company not approved by the Board of Directors.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes provides in
relevant part as follows:
(1) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending,
or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(2) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue, or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which
such action or suit was brought shall determine on application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall
deem proper.
(3) To the extent that a director, officer, employee, or agent
of a corporation has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
The Company's articles of incorporation provide that no director
or officer of the Company shall be personally liable to the
Company to the extent provided in the Nevada Revised Statutes.
The Nevada Revised Statutes provide that no officer or director
of a corporation shall be personally liable to the corporation or
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any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any
such officer or director, except for acts or omissions involving
intentional misconduct, fraud or a knowing violation of law, or
the payments of dividends in violation of Section 78.300 of the
Nevada Revised Statutes.
ITEM 13. FINANCIAL STATEMENTS
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants
since the Company's organization.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements of the Company appear at the
end of this registration statement beginning with the Index to
Financial Statements on page F-1.
Balance Sheets
Statements of Operations
Statement of Stockholders' Equity From Inception through June 30, 1999
Statements of Cash Flows
Notes to the Financial Statements
Exhibits
Copies of the following documents are included as exhibits to
this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Ref. Title of Document Location
No. No.
1 (2) Articles of Incorporation, Fm 10-SB
as amended (1) Page E-1
2 (2) By-Laws (1) Fm 10-SB
Page E-3
3 (3) Specimen of Common Stock Certificate This Filing
E-1
4 N/A Financial Data Schedules (2)
(1) These exhibits are incorporated herein by this reference to
the Registration Statement on Form 10-SB filed with the
Securities and Exchange Commission on July 6, 1999.
(2) The Financial Data Schedule is presented only in the
electronic filing with the Securities and Exchange
Commission.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned thereunto duly
authorized.
BECK & CO.
Date: August 31, 1999 By: /s/ Larry L. Beck, President
In accordance with the Exchange Act, this registration statement
has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Dated: August 31, 1999 /s/ Larry L. Beck, Director
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BECK & CO.
(A Development Stage Company)
Financial Statements
June 30, 1999 and December 31, 1998
C O N T E N T S
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to the Financial Statements F-6
F-1
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BECK & CO.
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, December 31,
1998 1998
(Unaudited)
CURRENT ASSETS
Cash $ 10,191 $ 2,737
Inventory 2,074 -
Total Current Assets 12,265 2,737
FIXED ASSETS
Furniture & Equipment 1,370 -
Total Fixed Assets 1,370 -
TOTAL ASSETS $ 13,635 $ 2,737
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable - related party (Note 4) $ 2,500 $ 1,000
Accrued Interest 62 -
Total Current Liabilities 2,562 1,000
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value:
5,000,000 shares authorized; -0- and -0-
shares issued and outstanding, respectively - -
Common stock, $0.001 par value: 20,000,000
shares authorized; 1,521,750 and 1,507,000
shares issued and outstanding, respectively 1,522 1,507
Additional paid-in capital 21,728 6,993
Deficit accumulated during the
development stage (12,177) (6,763)
Total Stockholders' Equity 11,073 1,737
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,635 $ 2,737
The accompanying notes are an integral part of these financial statements.
F-2
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BECK & CO.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the
Six Months From Inception on
Ended April 14, 1998
Through
June 30, June 30, June 30,
1999 1998 1999
NET SALES $ 28,289 $ 6,846 $ 41,518
COST OF SALES 24,582 3,908 33,522
GROSS PROFIT 3,707 2,938 7,996
EXPENSES
General and administrative
Advertising 1,196 54 1,413
Bank charges 30 - 30
Contract labor 15 58 313
Consulting - 1450 5,830
Interest 62 - 62
Legal 3,551 - 3,551
Office expense 3,188 261 6,612
Taxes & License 85 - 85
Telephone 98 90 402
Travel expenses 896 - 1,875
Total general and administrative 9,121 1,913 20,173
Total Expenses 9,121 1,913 20,173
NET LOSS $ (5,414) $ 1,025 $ (12,173)
BASIC GAIN/(LOSS) PER SHARE $ (0.00) $ 0.00
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,507,743 661,097
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
BECK & CO.
(A Development Stage Company)
Statements of Stockholders' Equity
From inception on April 14, 1998 through June 30, 1999
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance at inception on
April 14, 1998 - $ - $ - $ -
Issuance of common stock for
services at $0.001 per share 1,000,000 1,000 - -
Issuance of common stock for
cash at $0.001 per share 500,000 500 - -
Issuance of common stock for
cash at $1.00 per share 7,000 7 6,993 -
Net loss from inception on
April 14, 1998 through
December 31, 1998 - - - (6,763)
Balance, December 31, 1998 1,507,000 1,507 6,993 (6,763)
Issuance of common stock for
cash at $1.00 per share 14,750 15 14,735 -
Net loss for the six months
ended June 30, 1999 (unaudited) - - - (5,414)
Balance, June 30, 1999 (unaudited) 1,521,750 $ 1,522 $ 21,728 $ (12,177)
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
BECK & CO.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the
Six Months From Inception on
Ended April 14, 1998
Through
June 30, June 30, June 30,
1999 1998 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net gain/(loss) $(5,414) $ 1,025 $(12,177)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Common stock issued for services - 1,000 1,000
Increase in accounts payable and
accrued expenses 1,562 - 2,562
(Increase) in inventories (2,074) - (2,074)
Net Cash Used by Operating Activities (7,296) 2,025 (10,689)
CASH FLOWS FROM INVESTING
ACTIVITIES:
(Increase) in Furn/Equipment (1,370) - (1,370)
Net Cash Used by Investing Activities (1,370) - (1,370)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Common stock issued for cash 14,750 7,500 22,250
Net Cash Provided by Financing
Activities 14,750 7,500 22,250
NET INCREASE (DECREASE) IN CASH 7,454 9,525 10,191
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,737 - -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 10,191 $ 9,525 $ 10,191
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Common stock issued for services $ - $ 1,000 $ 1,000
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
BECK & CO.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 1 - NATURE OF ORGANIZATION
The financial statements presented are those of Beck &
Co. (the Company). The Company was organized under the
laws of the State of Nevada on April 14, 1998. The
Company was organized for the purpose of offering mail
order and internet retail jewelry sales.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The financial statements are prepared using the accrual
method of accounting. The Company has elected a December
31 year end.
b. Provision for Taxes
At June 30, 1999, the Company has net operating loss
carryforwards of approximately $12,000 that may be offset
against future taxable income through 2014. No tax
benefit has been reported in the financial statements
because the Company believes there is a greater than 50%
chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the
same amount.
c. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with
a maturity of three months or less when purchased to be
cash equivalents.
e. Basic Loss Per Share
The computation of basic loss per share of common stock
is based on the weighted average number of shares
outstanding during the period of the financial
statements.
f. Revenue Recognition
Revenue is recognized upon shipment of goods to the
customer in accordance with APB Opinion 10.
F-6
<PAGE>
BECK & CO.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Cost of Sales
Cost of sales is recognized upon shipment of goods to the
customer.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of
assets and liquidation of liabilities in the normal
course of business. However, the Company does not have
significant cash or other material assets, nor does it
have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as
a going concern. It is the intent of the Company to
complete a limited offering of its common stock. In the
interim, shareholders of the Company have committed to
meeting its minimal operating expenses.
NOTE 4 - NOTE PAYABLE - RELATED PARTY
As of June 30, 1999 and December 31, 1998, the Company
owed a related party $2,500 and $1,000, respectively.
The note is due in full on March 31, 2000 and accrues
interest at 10% per annum beginning April 1, 1999.
F-7
<PAGE>
E-1
Exhibit 3
Beck & Co.
Form 10-SB/A
Amendment No. 1
File No. 0-26607
[Specimen stock certificate]
Number Shares
BECK & CO.
Incorporated Under the Laws of the State of Nevada
Par Value $0.001 CUSIP No. 07557P 10 6
Common Stock
This Certifies that [Specimen]
is the owner of
Fully Paid and Non-assessable Shares of the Common Stock par Value $0.001 Each
of
BECK & CO.
transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by
the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated
President Countersigned and Registered:
Signature Stock Transfer, Inc.
(Dallas, Texas) Transfer Agent
[Seal] By
Authorized Signature
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 10,191
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 2,074
<CURRENT-ASSETS> 12,265
<PP&E> 1,370
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,635
<CURRENT-LIABILITIES> 2,562
<BONDS> 0
0
0
<COMMON> 1,522
<OTHER-SE> 21,728
<TOTAL-LIABILITY-AND-EQUITY> 13,635
<SALES> 28,289
<TOTAL-REVENUES> 28,289
<CGS> 24,582
<TOTAL-COSTS> 9,121
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,414)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,414)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,414)
<EPS-BASIC> 0
<EPS-DILUTED> 0
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