UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
EDMAR, LTD.
(Exact name of registrant as specified in its charter)
Nevada 86-0890600
(State of organization) (IRS Employer Identification
No.)
5300 West Sierra, Suite 101, Las Vegas, NV 89102
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (702) 873-3488
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 Company was incorporated under the laws of the State of Nevada on
October 27, 1992.
Plan of Operation - General
The primary activity of the Company currently involves seeking merger or
acquisition candidates (collectively referred to as a "target" or "target
company"). The Company has not selected any target company and does not intend
to limit potential targets to any particular field or industry, but does
retain the right to limit acquisition or merger candidates, if it so chooses,
to a particular field or industry. The Company's plans are in the conceptual
stage only.
The Company's plan is to seek, investigate and, if such investigation
warrants, acquire an interest in one or more target companies presented to it
by persons or firms that desire the perceived advantages of a publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company
for investigation and evaluation. No member of Management or promoter of the
Company has had any material discussions with any other company with respect
to any acquisition for that company. The Company will not restrict its search
to any specific business, industry or geographical location, and the Company
may participate in business ventures of virtually any kind or nature. The
discussion of the proposed business under this caption and throughout this
Registration Statement is purposefully general and is not meant to restrict
the Company's virtually unlimited discretion to search for and enter into
potential business opportunities.
The Company's potential success is heavily dependent on the Company's
management, which will have virtually unlimited discretion in searching for
and entering into a business opportunity. None of the officers and directors
of the Company has had any experience in the proposed business of the Company.
Management anticipates that it will only participate in one potential
business venture. This lack of diversification should be considered a
substantial risk in investing in the Company because it will not permit the
Company to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with a firm which only
recently commenced operations, or a developing company in need of additional
funds for expansion into new products or markets or seeking to develop a new
product or service, or an established business which may be experiencing
financial or operating difficulties and needs additional capital which is
perceived to be easier for a public company to raise. In some instances, a
business opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish
a public trading market for its common stock. The Company may purchase assets
and establish wholly-owned subsidiaries in various businesses or purchase
existing businesses as subsidiaries.
The Company anticipates that the selection of a target company will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries, and shortages of
available capital, management believes that numerous firms seek the benefits
of a publicly-traded corporation. These perceived benefits of a publicly
traded corporation include, among others, facilitating or improving the terms
on which additional equity financing may be sought, providing liquidity for
the principals of a business, creating a means to provide incentive stock
options or similar benefits to key employees, and providing liquidity (subject
to restrictions of applicable statues) for all shareholders. Potentially
available business opportunities may occur 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.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be approved
by the Company's Board of Directors and will be in accordance with the
industry standards. Such fees are customarily between 1% and 5% of the size of
the transaction, based upon a sliding scale of the amount involved. Such fees
are typically in the range of 5% on a $1,000,000 transaction ratably down to
1% in a $4,000,000 transaction. Management has adopted a policy that such a
finder's fee or real estate brokerage fee could, in certain circumstances, be
paid to any employee, officer, director or 5% shareholder of the Company, if
such person plays a material role in bringing a transaction to the Company.
As part of any transaction, the target company may require that
Management or other stockholders of the Company sell all or a portion of their
shares to the target or to its principals. It is anticipated that the sales
price of such shares will be lower than the current market price or
anticipated market price of the Company's Common Stock. The Company's funds
are not expected to be used for any stock purchase from insiders. The
Company's shareholders will not be provided the opportunity to approve or
consent to such sale. The opportunity to sell all or a portion of their shares
in connection with an acquisition may influence management's decision to enter
into a specific transaction. However, management believes that since the
anticipated sales price will be less than the market value, the potential of a
stock sale by management will be a material factor in their decision to enter
a specific transaction.
The above description of potential sales of management stock is not
based upon any corporate bylaw, shareholder or board resolution, or contract
or agreement. No other payments of cash or property are excepted to be
received by Management in connection with any acquisition.
The Company has not formulated any policy regarding the use of
consultants or outside advisors, but does not anticipate that it will use the
service of such persons.
The Company has insufficient capital with which to provide the owners of
business opportunities with any significant cash or other assets. However,
management believes the Company will offer owners of a target company the
opportunity to acquire a controlling interest in a public company at
substantially less cost than is required to conduct an initial public
offering. The owners of the target company will, however, incur significant
post-merger or acquisition registration costs in the event they wish to
register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of preparing post-
effective amendments, Forms 8-K, agreements, and related reports and
documents. Nevertheless, the officers and directors of the Company have not
conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity. The Company does not intend to make any
loans to any prospective target or to unaffiliated third parties.
Sources of Opportunities
The Company anticipates that possible targets will be referred by
various sources, including its officers and directors, professional advisors,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from all known
sources, but rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. It is not anticipated that the Company will engage
professional firms specializing in business acquisitions or reorganizations.
The officers and directors of the Company are currently employed in
other positions and will devote only a portion of their time (not more than
one hour per week) to the business affairs of the Company, until such time as
a target has been determined to be highly favorable, at which time they expect
to spend full-time investigating and closing any acquisition for a period of
two weeks. In addition, in the face of competing demands for their time, the
officers and directors may grant priority to their full-time positions rather
than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors of the Company (see
"Management.") Management intends to concentrate on identifying prospective
business opportunities which may be brought to its attention through present
associations with management. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial
and managerial resources; working capital and other financial requirements;
history of operation, if any; prospects for the future; 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 may 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. Officers and directors of each
Company will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained.
Any opportunity in which the Company participates will present certain
risks, many of which cannot be adequately identified prior to selecting the
specific opportunity. The Company's shareholders must, therefore, depend on
the ability of management to identify and evaluate such risks. In many cases
promoters of target companies may have been unable to develop a going concern.
Other targets may be in a development stage, having generated no significant
revenues from its principal business activities. There is a risk that even
after the Company's participation in the activity, and the related expenditure
of the Company's funds, the combined enterprises will still be unable to
become a going concern or advance beyond the development stage. Many of the
opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company
and, therefore, its shareholders.
The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is currently impossible to predict the status of any
business in which the Company may become engaged, in that such business may
need additional capital, may merely desire to have its shares publicly traded,
or may seek other perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with another corporation or entity.
It may also purchase stock or assets of an existing business. On the
consummation of a transaction, it is possible that the present management and
shareholders of the Company will not remain in control of the combined
company. In addition, a majority or all of the Company's officers and
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new officers and directors without a vote of the Company's
shareholders. It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions from registration
under applicable Federal and state securities laws. In some circumstances,
however, as a negotiated element of this transaction, the Company may agree to
register such securities either at the time the transaction is consummated,
under certain conditions, or at specified time thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's Common Stock may have a depressive
effect on such market. While the actual terms of a transaction to which the
Company may be a party cannot be predicted, it is expected that the parties to
the business transaction will find it desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of
1986, as amended (the "Code"). In order to obtain tax free treatment under the
Code, it may be necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such event, the
shareholders of the Company, including investors in this offering, would
retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation of a target company, officers and
directors of the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain independent
analysis or verification of certain information provided, check reference of
management and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial resources and
management expertise.
The manner in which each Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and desires of
the Company and other parties, the management of the opportunity, and the
relative negotiating strength of the Company and such other management.
With respect to any mergers or acquisitions, negotiations with target
company management will be expected to focus on the percentage of the Company
which the target company's shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will, in
all likelihood, hold a lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may be subject
to significant reduction in the event the Company acquires a target company
with substantial assets. Any merger or acquisition effected by the Company can
be expected to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers in this
offering.
The Company will not have sufficient funds to undertake any significant
development, marketing and manufacturing of any products which may be
acquired. Accordingly, following the acquisition of any such product, the
Company will, in all likelihood, be required to either seek debt or equity
financing or obtain funding from third parties, in exchange for which the
Company would probably be required to give up a substantial portion of its
interest in any acquired product. There is no assurance that the Company will
be able to obtain additional financing or to interest third parties in
providing funding for the further development, marketing and manufacturing of
any products acquired.
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
require significant expenditures for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
cost therefore incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a
specific business opportunity, the failure to consummate that transaction may
result in the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit from the use
of "leverage" in the acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business through incurring
significant indebtedness for a large percentage of the purchase price of that
business. Through leveraged transaction, the Company would be required to use
less of its available funds for acquiring the target and therefore, could
commit those funds to operating the target, investigating other business
opportunities, or other activities. The borrowing involved in a leveraged
transaction will ordinarily be secured by the assets of the business
opportunity to be acquired. If the target acquired is not able to generate
sufficient revenues to make payments on the debt incurred, the lender would be
able to exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquire a target, may correspondingly increase the risk of loss to the
Company. No assurance can be given as to the terms or availability of
financing for any acquisition by the Company. During periods when interest
rates are relatively high, the benefits of leveraging are not as great as
during periods of lower interest rates, because the investment in the business
opportunity held on a leveraged basis will only be profitable if it generates
sufficient revenues to cover the related debt and other costs of the
financing. Lenders from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future borrowing,
distribution, and operating policies of the Company. It is not possible at
this time to predict the restrictions, if any, which lenders may impose, or
the impact on the Company.
Competition
The Company is an insignificant participant among firms which engage in
business combinations with, or financing of, development-stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue at a significant competitive disadvantage vis-a-vis its
competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as an
issuer which is or holds itself out as being engaged primarily in the business
of investing, reinvesting or trading securities. While the Company does not
intend to engage in such activities, the Company may obtain and hold a
minority interest in a number of development stage enterprises. The Company
could be expected to incur significant registration and compliance costs if
required to register under the Investment Company Act of 1940. Accordingly,
management will continue to review the Company's activities from time to time
with a view toward reducing the likelihood the Company could be classified as
an "investment company."
The Company intends to structure a merger or acquisition in such manner
as to minimize Federal and state tax consequences to the Company and to any
target company.
Employees
The Company's only employees at the present time are its officers and
directors, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See "Management.")
(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 Company intends to seek, investigate, and if warranted, effect a
business combination with an existing, privately-held company. The business
combination may be structured as a merger, consolidation, exchange of stock of
the Company, or any other form which will effectuate the combined entity being
a publicly-held company.
The Company does not propose to restrict its search for any investment
opportunity to any particular industry, and may therefore, engage in
essentially any business, to the extent of its limited resources.
The Company may seek a business opportunity with firms which (i) have
recently commenced operations, (ii) are seeking to develop a new product or
service, or (iii) are an established business.
Item 2. Financial Information.
The Company's financial data presented below has been derived from the
Financial Statements of Edmar Ltd. a Nevada Corporation, including the notes
thereto, appearing elsewhere herein.
Edmar Ltd.
(A Development Stage Company)
Year Ended December 31
<TABLE>
<S> <C> <C> <C>
1997 1996 1995
Summary of Operations
Revenues $0 $0 $0
General, Selling
and Administrative
Expenses $0 $2,700 $0
Net Loss $0 $-2,700 $0
Net Loss per
Common Share $0 $.0014 $0
Summary Balance
Sheet Data
Total Assets $0 $0 $0
</TABLE>
Item 3. Properties.
The Company at present has no interest in any real property. The Company
neither owns nor leases any real 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.
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 of Owner Shares Beneficially Owned Percent of Class
Common Stock All officers and directors
(3 individuals) 1,320,000 66.00%
</TABLE>
(b) Security Ownership of Management
<TABLE>
<S> <C> <C> <C>
Title of Class Name of Owner Shares Beneficially Owned Percent of Class
Common Emily Tzortzatos 440,000 22.00%
Common Angela Tzortzatos 440,000 22.00%
Common Kelly J. Ryan 440,000 22.00%
All Officers
and Directors 1,320,000 66.00%
</TABLE>
Item 5. Directors and Executive Officers.
Emily Tzortzatos President/Director
31-29 79th Place
Jackson Heights, NY 11370
Emily Tzortzatos is the president and a director of the Company. From 1992
to 1995, Ms. Tzortzatos was engaged in retail sales. From November 1995 to
the present, in addition to being a merchandiser for MaidenForm Worldwide
Products in New York, New York, she is the President of the Ultimate
Wrestling Federation, Inc., a professional wrestling organization and
merchandising company.
Angela Tzortzatos Vice President/Director
31-29 79th Street
Jackson Heights, NY 11370
Angela Tzortzatos is the vice president and director of the Issuer. From
1992 to the present, Ms. Tzortzatos has been engaged in retail sales,
management and merchandising in the jewelry industry.
Kelly J. Ryan Secretary/Director
8033 Sunset Blvd, Suite 396
Los Angeles, CA 90046
Kelly J. Ryan is the secretary and director of the Issuer. From 1992 to
1995, Ms. Ryan has been an actress in the entertainment industry. From
1995 to the present, Ms. Ryan has been an administrator with Hoffman
Travel Management company of Los Angeles, California.
Item 6. Executive Compensation.
(a) No remuneration has been or is contemplated to be paid to officers and
directors except reimbursement for out of pocket expenditures for
activities on the Company's behalf. None of the officers and directors
anticipates devoting more than 10% of his or her time to the Company's
activities.
(b) For the fiscal year ended December 31, 1997, the Company paid no
compensation or consulting fees to its executive officers as a group.
(c) The Company is not a party to any employment agreements. No advances
have been made or are contemplated to be made by the Company to any of its
officers or directors.
(d) The Company has no retirement, pension, profit sharing or stock option
plans or insurance or medical reimbursements plans covering its officers and
directors, and does not contemplate implementing any such plans at this time.
Item 7. Certain Relationships 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.
Company's common stock is traded in the over-the-counter market in the
United States.
There has been no trading in the Company's stock, therefore, no high or
low bid quotations are available.
There are 31 record owners of the Company's stock.
The Company has never paid a cash dividend and has no present intention of
so doing.
Item 10. Recent Sales of Unregistered Securities.
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 bylaws (Article VII) of the Company provide for the indemnification of
any director, officer, employee or agent of the Company, or any person serving
in such capacity for any other entity or enterprise at the request of the
Company against any and all legal expenses (including attorneys fees), claims
and liabilities arising out of any action, suit or proceeding, except an
action by or in the right of the Company. Nevada law also permits
indemnification.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to directors and controlling persons of the
Company, the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the law and is, therefor, unenforceable. In the event a demand for
indemnification is made, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the law and will be governed by the final
adjudication of such issue.
Item 13. Financial Statements and Supplementary Data.
LIST OF EXHIBITS
INDEPENDENT AUDITORS' REPORT
ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors May 12, 1998
Edmar Ltd.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Edmar Ltd.,(A
Development Stage Company), as of March 31, 1998, December 31, 1997 and December
31, 1996, and the related statements of operations, stockholders' equity and
cash flows for period January 1, 1998, to March 27, 1998, and the two years
ended December 31, 1997 and December 31, 1996. 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 Edmar, LTD, (A Development
Stage Company), as of March 27, 1998, December 31, 1997, and December 31, 1996,
and the results of its operations and cash flows for the period January 1, 1998,
to March 27, 1998 and the two years ended December 31, 1997, and December 31,
1996, 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
EDMAR, LTD.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C> <C>
March December December
27, 1998 31, 1997 31, 1996
ASSETS
CURRENT ASSETS: $0 $0 $0
TOTAL CURRENT ASSETS $0 $0 $0
OTHER ASSETS; $0 $0 $0
TOTAL OTHER ASSETS $0 $0 $0
TOTAL ASSETS $0 $0 $0
</TABLE>
See accompanying notes to financial statements & audit report
EDMAR LTD.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C>
March 27, December 31, December 31,
1998 1997 1996
CURRENT LIABILITIES; $0 $0 $0
TOTAL CURRENT LIABILITIES $0 $0 $0
STOCKHOLDERS' EQUITY;
Common stock, no par value,
authorized 25,000 shares
issued and outstanding
December 31, 1996 - 1,000 shares $3,500
Common stock, $0.00175 par value
Authorized 25,000,000 shares
Issued and outstanding at
December 31, 1997-2,000,000 shares $3,500
Issued and outstanding at
March 31, 1998-2,000,000 shares $3,500
Additional paid-in Capital $2,700 $2,700 $0
Deficit accumulated during
development stage -6,200 -6,200 -3,500
TOTAL STOCKHOLDERS' EQUITY $0 $0 $0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0 $0
</TABLE>
EDMAR LTD.
(A Development Stage Company)
STATEMENT OF OPERATION
<TABLE>
<S> <C> <C> <C> <C>
Oct. 27, 1992
Jan. 1,1998 to Year Ended Year Ended (inception) to
Mar. 31, 1998 Dec. 31, 1997 Dec. 31, 1996 Mar.31, 1998
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
General, Selling
And Administrative $0 $2,700 $0 $6,200
Total Expenses $0 $2,700 $0 $6,200
Net Profit/Loss(-) $0 $-2,700 $0 $-6,200
Net Profit/Loss
(-) Per weighted Share
(Note1) $0 $-.0014 $0 $-.0031
Weighted average
Number of common
Shares outstanding 2,000,000 2,000,000 2,000,000 2,000,000
</TABLE>
See accompanying notes to financial statements & audit report
EDMAR LTD.
(A Development Stage Company)
STATEMENT OF IN STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Additional
Paid-In
Common Shares Stock Amount Capital Retained Earnings
Balance,
December 31, 1995 1,000 $3,500 $0 $-3,500
Net loss
year ended
December 31, 1996
Balance,
December 31, 1996 1,000 $3,500 $0 $-3,500
September 16, 1997
Changed par value
From no par
to $.00175 -3,498 +3,498
September 16, 1997
Forward stock
split 2000:1 1,999,000 +3,498 -3,498
October 22, 1997
Additional cash
Contribution-no
stock issued +2,700
Net loss
year ended
December 31, 1997 -2,700
Balance,
December 31, 1997 2,000,000 $3,500 $2,700 ($6,200)
Net loss
January 1, 1998 To
March 31, 1998
Balance,
March 31, 1998 2,000,000 $3,500 $2,700 ($6,200)
</TABLE>
EDMAR LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
Jan. 1,1998 October 27, 1992
to Year Ended Year Ended (inception)
Mar.31, 1998 Dec. 31, 1997 Dec. 31, 1996 to Mar. 31, 1998
Cash Flows from
Operating Activities:
Net Loss $0 $-2,700 $0 $-6,200
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:
Officers Advances $0 0 0 0
Net cash used in
operating activities 0 $-2,700 0 -6,200
Cash flows from
Investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Contributed Capital +2,700 +2,700
Issuance of Common Stock 0 0 0 +3,500
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>
EDMAR LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 27, 1998, December 31, 1997, and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 27, 1992, under the laws of the State of
Nevada, as Edmar Ltd. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.
On October 29, 1992, the company issued 1,000 share of its no par value
common stock for $3,500.
On September 16, 1997, the Company restated its Articles of Incorporation,
which changed the no par value common shares to a par value of $.00175 each.
Also the Company increased its capitalization from 25,000 common shares to
25,000,000 common shares.
On September 16, 1997, the Company approved a forward stock split on the
basis of 2,000: 1 thus increasing the outstanding common stock form 1,000
shares to 2,000,000 shares.
On October 22, 1997, an additional $2,700.00 in cash was contributed to
the Company for no consideration.
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.
EDMAR LTD
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 27, 1998, December 31, 1997, and December 31, 1996
NOTE 4- RELATED PARTY TRANSACTION
The company neither owns nor 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
activities and may, in the future, become 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 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 6-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 7- OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
A. Financial Statements
B. Articles of Incorporation
C. Bylaws
D. 15c2-11
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
EDMAR, Ltd.
(Registrant)
Date: June 5, 1998 By: /s/Emily Tzortzatos
(Signature), President
*Print name and title of the signing officer under his signature.
