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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
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[ ]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 0-25951
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Barbecue Capital Corp.
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(Exact name of registrant as specified in charter)
Nevada 87-0616538
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State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
2046 East Murray Holiday, Road, Suite 202, Salt Lake City, Utah 84117
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (801) 272-4400
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Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
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Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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.
(1) Yes [X] No [ ] (2) Yes[X] No [ ]
Check if 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. [ ]
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State issuer's revenues for its most recent fiscal year: $-0-
State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: The Company does not have an active trading market and it is,
therefore, difficult, if not impossible, to determine the market value of the
stock. Based on the bid price for the Company's Common Stock at March 15,
2000, of $0.02 per share, the market value of shares held by nonaffiliates
would be $10,460.
As of January 12, 2000, the Registrant had 1,023,000 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933: NONE
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management.
Statements in this periodic report that are not historical facts are hereby
identified as "forward-looking statements" for the purpose of the safe harbor
provided by Section 21E of the Exchange Act and Section 27A of the Securities
Act.
HISTORY AND ORGANIZATION
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The Company was incorporated in Nevada on December 18, 1996, to engage in
the manufacture and distribution of commercial size barbecues for individual,
groups, and restaurant use. After the Company was formed, management sought
capital to commence marketing and production of its barbecues. In May 1998,
the Company raised $52,300 through the sale of shares of its common stock at
an offering price of $0.10 per share. The proceeds of the offering were uses
to develop additional barbecue prototypes and commence manufacturing and
marketing of the barbecues.
After two seasonal business cycles of trying to develop a market for the
Company's barbecues, management of the Company determined that without
significant additional funding, the Company would not be able to compete in
the barbecue business. Accordingly, after several unsuccessful attempts to
obtain additional capital, the Company determined that it was in the Company's
and its shareholders best interest to cease the barbecue business and search
for alternative businesses while the Company was still solvent.
CURRENT BUSINESS
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Since discontinuing its prior barbecue operations, the Company has been
seeking a business opportunity to enter including the possibility of an
acquisition or merger with an existing operating business. The Company does
not propose to restrict its search for a business opportunity to any
particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions, and other
factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources, it
may be difficult to find good opportunities. There can be no assurance that
the Company will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business opportunity based
on management's business judgment.
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The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote,
or approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
The Company's current president, Joe Thomas has indicated he may want to
pursue other business opportunities and possibly resign from his positions
with the Company. Negotiations are occurring with several shareholders who
have indicated they may be willing assume an officer role in the Company.
Presently a final agreement has not been reached with Mr. Thomas. If Mr.
Thomas departs, it would bring further uncertainty to investors in the Company
as an unknown management team would be assuming control.
Two shareholders, Tom Hoffer and Jeff Holmes, have presented the Company
a possible merger transaction. If this transaction comes to fruition, a new
management team will be appointed by the merger candidate. Presently,
negotiations are in the preliminary state with no contract signed or terms
proposed.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is quoted on the National Association of
Securities Dealers Electronic Bulletin Board under the symbol "bbqa." Set
forth below are the high and low bid prices for the Company's Common Stock for
the last three quarters. Although the Company's Common Stock is quoted on the
Electronic Bulletin Board it has traded sporadically with no real volume.
Consequently, the information provided below may not be indicative of the
Company's Common Stock price under different conditions. Additionally, the
Company's securities were not trading until the last months of 1999.
Quarter Ended High Bid Low Bid
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December 1999 $0.12 $0.02
September 1999 $0.12 $0.02
At March 15, 2000, the bid and asked price for the Company's Common Stock
was $0.02 and $0.10 respectively. All prices listed herein reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not represent actual transactions. Since its inception, the Company has not
paid any dividends on its Common Stock, and the Company does not anticipate
that it will pay dividends in the foreseeable future. At March 15, 2000, the
Company had approximately 47 shareholders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
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Since its organization, the Company has not produced revenue and in 1999
was forced to shut down its barbecue operations. Since ceasing its operations,
the Company has been unable to locate another business opportunity and
currently has no material operations.
Management of the Company believes the best chance to obtain value for
the shareholders is to seek a merger or acquisition with an existing business.
At this time, management has been unable to locate any potential mergers or
acquisitions.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reach for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable.
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If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders due to the issuance of stock to acquire such an opportunity.
LIQUIDITY AND CAPITAL RESOURCES
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As of December 31, 1999, the Company had $9,276 in assets and $2,250 in
liabilities resulting in Working Capital of $7,026. The Company has only
incidental ongoing expenses primarily associated with maintaining its
corporate status and maintaining the Company's reporting obligations to the
Securities and Exchange Commission.
For the twelve months ended December 31, 1999, the Company's expensed all
cost of the development of the barbecue grills when it was determined that
these operations would not be pursued. Other expenses related to professional
fees for accountants and attorneys were incurred when the Company elect to
file to become a "reporting issuer" with the SEC. Total expenses for 1999 were
$30,724 resulting in a corresponding loss. Management anticipates only
nominal continuing expenses now that the barbecue operations have been shut
down.
Since inception the Company has not generated revenue and it is unlikely
that any revenue will be generated until the Company locates a business
opportunity with which to a acquire or merge. Management of the Company will
be investigating various business opportunities. These efforts may cost the
Company not only out of pocket expenses for its management but also expenses
associated with legal and accounting cost. There can be no guarantee that the
Company will receive any benefits from the efforts of management to locate
business opportunities. The Company's financial statements contain a going
concern on the Company's ability to continue in business.
The Company has had no employees since it ceased its barbecue operations.
Management does not anticipate employing any employees in the future until a
merger or acquisition can be accomplished. Management will continue to rely
on outside consultants to assist in its corporate filing requirements.
RESULTS OF OPERATIONS
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The Company has not had no revenue since inception and continued to lose
money on its barbecue operations. In September 1999, the barbecue operations
were terminated. However, the Company has spent almost all of its money
trying to develop the barbecue operations and has been left with little
capital to pursue other business interest. The Company lost $30,724 in 1999,
principally related to its barbecue operations and corporate maintenance.
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PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth as of January 12, 2000, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company.
Name Age Position Director of Officer Since
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Joe Thomas 45 President and 1998
Director
Set forth below is certain biographical information regarding the
Company's executive officer and director.
Joe Thomas, age 45, is the president, chief executive officer, secretary,
treasurer and director of the Company. Mr. Thomas since June 1992 has been
the owner and vice-president of Intermountain Mortgage Company located in Park
City, Utah which specialized in residential loans. Prior to starting
Intermountain Mortgage Company, Mr. Thomas was the chief financial officer for
Rightfit Sports from September 1991 to June 30, 1992. For eight years prior
to joining Rightfit Sports, Mr. Thomas work in his own CPA firm in Salt Lake
City, Utah. Mr. Thomas began his professional career with the accounting firm
of Touche Ross. Mr. Thomas graduated from Westminister College in Salt Lake
City, Utah with a B.S. degree in 1976 and from the University of Utah with an
M.B.A. in 1979.
Except as indicated below, to the knowledge of management, during the
past five years, no present or former director, or executive officer of the
Company:
(1)filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2)was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3)was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii)engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;
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(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or
by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Joe Thomas, the Company's only officer and director, filed a form 3 on
July 7, 1999. Mr. Thomas was the only member of the Company required to file
any forms under section 16(a).
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 1999, the
end of the Company's last completed fiscal year):
<TABLE>
<CAPTION>
Long Term Compensation
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Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe Thomas 1999 $9,000 -0- -0- -0- -0- -0- -0-
President and CEO 1998 1,500 -0- -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Cash Compensation
Other than disclosed in the Summary Compensation Table above, there was
no other cash compensation paid to any director or executive officer of the
Company during the fiscal years ended December 31, 1999, 1998, and 1997.
Bonuses and Deferred Compensation
None.
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Compensation Pursuant to Plans.
None.
Pension Table
None.
Other Compensation
None.
Compensation of Directors.
None.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of
such person's employment with the Company or its subsidiaries, or any change
in control of the Company, or a change in the person's responsibilities
following a changing in control of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Barbecue Capital Corp.
Date: May 2, 2000 By:/s/Joe Thomas, President and Director
(Principal Executive Officer)
