UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of 1934
PERFECT FUTURE LTD.
(Exact name of the registrant as specified in its charter)
Nevada 88-0277072
(State of Organization) (I.R.S. Employer Identification No.)
7551 W. Charleston, Suite 35, Las Vegas, Nevada 89117
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (702) 242-6337
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common
ITEM 1. BUSINESS
(a) General Development of Business
The Corporation was incorporated under the laws of the State of Nevada,
October 22, 1991 under the name Ward's Futura Automotive, Ltd.; its name was
changed to Perfect Future, Ltd., under Certificate of Amendment dated April
22, 1997, and filed with the Secretary of State on April 29, 1997.
(b) Financial Information about Industry Segments
The Company is presently conducting no operations and is pursuing an
acquisition or merger with an existing operating company which has a
profitable history of operations.
(c) Narrative Description of Business
The general purposes and objects for which the corporation is organized
are to engage primarily in any type of manufacturing of automobiles, and/or
marketing of automobiles or automotive related products both retail and
wholesale. If that effort fails the focus will be to engage in any business,
investment, investment or other pursuit or activity, whether retail or
wholesale, whether commercial or industrial; and to perform any and all other
lawful acts or purposes as are or may be granted to corporate entities under
the laws of the State of Nevada and by any other state or foreign country. The
corporation may conduct the business anywhere within the States of the United
States of America or any foreign country. It is hereby provided that the
corporation shall have the power to do any and all acts and things that may be
reasonably necessary or appropriate to accomplish any of the foregoing
purposes for which the corporation is formed.
Registrant currently has no full time employees.
ITEM 2 FINANCIAL INFORMATION
The Registrant's financial data presented below has been derived from
the Financial Statements of Perfect Future Ltd., a Nevada Corporation,
including the notes thereto, appearing elsewhere herein.
<TABLE>
<CAPTION>
PERFECT FUTURE, LTD.
(A Nevada Corporation)
Year Ended December 31
<S> <C> <C> <C>
Summary of Operations 1997 1996 1995
Revenue $0 $0 $0
General Selling and
Administrative Expenses $500 $0 $550
Net Loss $500 $0 $550
Net Loss per
Common Share $-.0002 $0 $-.0014
Summary Balance Sheet
Data
Total Assets $0 $0 $0
</TABLE>
ITEM 3. PROPERTIES.
Perfect Future Ltd., owns no real property. The Company maintains office
space donated by one of its Officers/Directors at 7551 W. Charleston Suite 35
Las Vegas, NV 89117.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners
<TABLE>
<S> <C> <C> <C>
Title of Class Name/Address Shares Percent
of Owner Beneficially of Class
Owned
Common Spencer Bradley 125,000 5.5%
9449 Navy Blue Court
Las Vegas, NV 89117
Common John Katter 250,000 11%
22703 N. Mazland Dr
Sun City AZ 85375
Common Leo Bateman 125,000 5.5%
1147 E. 2700 South
Salt Lake City, UT 84103
Common Robert Fowler 250,000 11%
214 So. Center Street
Casper WY 82601
Common Don Freemole 125,000 5.5%
P.O. Box 3412
Casper WY 83602
Common Fernando Garcia 200,000 8.9%
1700 E. Desert Inn Rd. #100
Las Vegas, NV 89109
Common Sherri Henderson 125,000 5.5%
8716 Ida Lane
Sandy UT 84093
Common Dean Mitchell 250,000 11%
1183 County Rd. #10
Bovey MN 55709
</TABLE>
(b) Security Ownership of Management
<TABLE>
<S> <C> <C> <C>
Title Name/Address of Shares Percent
of Owner Beneficially of Class
Class Owned
Common Spencer Bradley 125,000 5.5%
9449 Navy Blue Court
Las Vegas, NV 89117
Common Shaun Hadley 62,500 2.8%
3943 Golden Elm
Las Vegas, NV 89117
Common John Katter 250,000 11%
22703 N. Mazland Dr
Sun City AZ 85375
</TABLE>
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
John Katter, President & Director
c/o P.O. Box 81285
Las Vegas, NV 89180
Spencer Bradley, Vice-President/Director
9449 Navy Blue Court
Las Vegas, NV 89117
Shaun Hadley, Secretary/Treasurer/Director
3943 Golden Elm Lane
Las Vegas, NV 89117
Mr. John Katter brings to the Company over forty years of management in
both the private and government sectors. The last seventeen years he has been
employed by the Salt Lake City Police Department as a supervisor in traffic
enforcement.
Mr. Spencer Bradley is a licensed real estate agent in the state of
Nevada. He was educated at Westminster College in Salt Lake City, UT. He has
been employed as a consultant/sales associate at Shogun Advertising for the
past five years. He is currently actively involved in the purchase and sale of
real estate in Las Vegas, NV.
Mrs. Shaun Hadley was educated in Salt Lake City, UT where she completed high
school and entered into the financial world while she was still a
student. For the past seventeen years she has worked with credit unions and
national banks in various departments. She is currently a corporate customer
service officer for U.S. Bank in Las Vegas, NV.
ITEM 6. EXECUTIVE COMPENSATION
{a} No Director or Officer of the corporation has had aggregate
remuneration exceeding $50,000.00 per year.
{b} There are no annuity, pension or retirement benefit proposed to be
paid to Officers, directors or employees of the corporation in the
event of retirement at normal retirement date pursuant to any
presently existing plan provided or contributed to by the
corporation or any of its subsidiaries.
{c} No remuneration other than that reported in paragraph (a) of this
item is proposed to be in the future directly or indirectly by the
corporation to any officers or director under any plan which is
presently existing.
ITEM 7. CERTAIN RELATIONSIPS AND RELATED TRANSACTIONS.
There are no relationships or transactions to be reported.
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 action by or against the Company
has been threatened.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
Registrant's common stock is traded in the over-the-counter market in
the United States.
There has been no trading in the corporations stock, therefore, no high
or low bid quotations are available.
There are 26 record owners of Registrant's common stock.
The Registrant has never paid a cash dividend and has no present
intention of so doing.
ITEM 10. RECENT SALES OF UNREGISTERED SECRURITES
There are no recent sales of unregistered securities to be reported.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are one mil, $0.001, par value common
equity stock. The shares are non-assessable, without pre-emptive rights and
non-cumulative voting.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its shareholders for
errors in judgment or other acts, or omissions not amounting to intentional
misconduct, fraud or a knowing violation of the law, since provisions have
been made in the Articles of incorporation and By-laws limiting such
liability. The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in most cases for
any liability suffered by them or arising from their activities as officers
and directors of the company if they were not engaged in intentional
misconduct, fraud or a knowing violation of the law. Therefore, purchasers of
these securities may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and By-laws.
The officers and directors of the Company are accountable to the Company
as fiduciaries, which means such officers and directors are required to
exercise good faith and integrity in handling the Company's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
others similarly situated shareholders to recover damages where the Company
has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their rights,
including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in connection with such sale
or purchase, including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to recover such
losses from the company.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LIST OF EXHIBITS
A. INDEPENDENT AUDITORS' REPORT
B. ASSETS
C. LIABILITIES AND STOCKHOLDERS' EQUITY
D. STATEMENT OF OPERATIONS
E. STATEMENT OF STOCKHOLDERS' EQUITY
F. STATEMENT OF CASH FLOWS
G. NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Perfect Future, Ltd.
(Formerly Ward's Futura Automotive, Ltd.)
Las Vegas, Nevada
February 4, 1998
I have audited the accompanying Balance Sheets of Perfect Future, Ltd.
(Formerly Ward's Futura Automotive, Ltd.) , (Development Stage
Company), as of December 31, 1997, December 31, 1996 and December 31,
1995, and the related statements of operations, stockholders' equity
and cash flows for three years ended December 3 1, 1997, December 31,
199, and December 31, 1995. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Perfect
Future, Ltd. (Formerly Ward's Futura Automotive, Ltd.) , (A Development
Stage Company), as of December 31, 1997, December 31, 1996, and
December 31, 1995, and the results of its operations and cash flows for
the three years ended December 31, 1997, and December 31, 1996, and
December 31, 1995 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from
operations and has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note
3. The financial statements do not include any adjustments that might
result from outcome of this uncertainty.
/S/ Barry L. Friedman
Certified Public Accountant
PERFECT FUTURE, LTD.
(Formerly Ward's Futura Automotive, Ltd.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<S> <C> <C> <C>
Year Ended Year Ended Year Ended
December December December
31, 1997 31, 1996 31, 1995
CURRENT ASSETS: $0 $0 $0
TOTAL CURRENT ASSETS $0 $0 $0
OTHER ASSETS; $0 $0 $0
Organization Costs (Net)
TOTAL OTHER ASSETS $0 $0 $0
TOTAL ASSETS $0 $0 $0
</TABLE>
See accompanying notes to financial statements & audit report
PERFECT FUTURE, LTD.
(Formerly Ward's Futura Automotive, Ltd.)
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C>
Year Ended Year Ended Year Ended
December December December
31, 1997 31, 1996 31, 1995
CURRENT LIABILITIES;
Accounts payable $ 1,050 $ 550 $550
TOTAL CURRENT
LIABILITIES $ 1,050 $550 $550
STOCKHOLDERS' EQUITY; (Note 1)
Preferred stock, $0.001 par value
Authorized 5,000,000 shares
issued And outstanding -NONE
Common stock, $0.001 par value
Authorized 50,000,000 shares
Issued and outstanding:
December 31, 1995- 900,000 shares
December 31, 1996- 900,000 shares
December 31, 1997- 2,250,000 shs
$2,250 $900 $900
Additional paid in Capital $-250 $1,100 $1,100
Accumulated loss -3,050 -2,550 -2,550
TOTAL STOCKHOLDERS' EQUITY $-1,050 $-550 $-550
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0 $0
</TABLE>
PERFECT FUTURE, LTD.
(Formerly Ward's Futura Automotive, Ltd.)
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C> <C> <C>
Year Ended Year Ended Year Ended Oct. 22, 1991
Dec. 31, 1997 Dec. 31, 1996 Dec. 31,1995 (inception)1995
to Dec.31, 1997
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
General, Selling And
Administrative $500 $0 $550 $3,050
Total Expenses $500 $0 $550 $3,050
Net Profit/Loss(-) $-500 $0 $-550 $-3,050
Net Profit/Loss (-)
Per weighted Share
(Note1) $-.0002 $.0000 $-.0002 $-.0014
Weighted average Number
of common Shares
outstanding 2,250,000 2,250,000 2,250,000 2,250,000
</TABLE>
See accompanying notes to financial statements & audit report
PERFECT FUTURE, LTD.
(Formerly Ward's Futura Automotive, Ltd.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Common Common Addit. Paid-In Accum.
Shares Amount Capital Deficit
Balance,
December 31, 1994 900,000 $900 $1,100 $-2,000
Net loss year ended
December 31, 1995 -550
Balance,
December 31, 1995 900,000 $900 $1,100 $-2,550
Net loss year ended
December 31, 1996 0
Balance,
December 31, 1996 900,000 $900 $1,100 $-2,550
December 23, 1997
Forward Stock Split
2.5:1 1,350,000 1,350 -1,350
Net loss year ended
December 31, 1997 -500
Balance,
December 31, 1997 2,250,000 $2,250 $-250 $-3,050
</TABLE>
PERFECT FUTURE, LTD.
(Formerly Ward's Futura Automotive, Ltd.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
Year Ended Year Ended Year Ended Oct. 22, 1991
Dec. 31, 1997 Dec. 31, 1996 Dec. 31,1995 (inception)1995
Cash Flows from
Operating Activities:
Net Loss $-500 $0 $-550 $-3,050
Adjustment to reconcile
net loss to net cash
provided by operating
activities 0 0 0 0
Changes in assets
and Liabilities:
Increase in current
Liabilities +500 0 +550 +1,050
Net cash used in
Operating activities $0 $0 $0 $-2000
Cash flows from
Investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of
Common Stock 0 0 0 +2,000
Net increase
(decrease) In cash $0 $0 $0 $0
Cash,
Beginning of period 0 0 0 0
Cash end of period $0 $0 $0 $0
</TABLE>
PERFECT FUTURE, LTD.
(Formerly Ward's Futura Automotive, Ltd.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 22, 1991, under the laws of the State
of Nevada, as Ward's Futura Automotive, Ltd. The Company currently has
no operations and, in accordance with SFAS #7, is considered a
development stage company.
On November 1, 1991, the Company issued 2,000,000 shares of its
$0.001 par value common stock for $2,000 for services.
On December 3, 1995, 1,100,000 common shares of stock were returned to
the Company and were cancelled at no cost to the Company.
On December 20, 1995, the Company changed its name from Ward's Futura
Automotive, Ltd., to Perfect Future, Ltd.
On May 20, 1997, the State of Nevada approved the amendment to the
Articles of Incorporation authorizing 5,000,000 shares of $.001 par
value, Preferred Stock.
On December 22, 1997, the State of Nevada approved a forward stock
split of 2.5:1 thus increasing the total number of common shares
outstanding from 900,000 to 2,250,000.
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted
average number of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
NOTE 3- GOING CONCERN
The company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. It is
management's plan to seek additional capital through a merger with an
existing operating company.
PERFECT FUTURE, LTD.
(Formerly Ward's Futura Automotive, Ltd.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, December 31, 1996, and December 31, 1995
NOTE 4-RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs
are immaterial to the financial statements and, accordingly, have not
been reflected therein. The officers and directors of the Company are
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 5- PREFERRED STOCK
The powers, preferences and rights of the preferred stock will be
determined by the Board of directors as each series is issued. As of
December 31, 1997, no shares have been issued.
NOTE 6- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
There are none.
ITEM 15. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Corporation has duly caused this disclosure statement to be
signed on its behalf by the undersigned, there unto duly authorized.
DATED this 13th day of May, 1998
Perfect Future, Ltd.
A Nevada Corporation
By ______/s/ John Katter__________
John Katter, President & Director
By ______/s/ Spencer Bradley______
Spencer Bradley, Vice President & Director
By ______/s/ Shaun Hadley__________________
Shaun Hadley Secretary/Treasurer & Director
