U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 21, 2000
EPROMO.COM
-----------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-25825 77-0530472
------ ------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification
Number)
19200 Von Karman Avenue
Fourth Floor
Irvine, California 92612
--------------------------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
(949) 622-5453
--------------
(Issuer's Telephone Number)
TIBERON RESOURCES LTD.
11930 MENAUL BOULEVARD N.E., #107
ALBUQUERQUE, NEW MEXICO 87112
--------------------------------------------------------------------------------
(Former name or former address, if changed since
last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 21, 2000, ePromo.com, a Nevada corporation (the "Registrant"
or the "Company"), consummated the acquisition of C.D. Promo Limited ("CD
Promo"), by exchanging 76,169 shares of the Registrant's common stock for each
issued and outstanding share of common stock of CD Promo. CD Promo had a total
of 110 issued and outstanding shares of common stock prior to its acquisition by
the Company. The total number of shares issued in the acquisition was 8,378,590,
resulting in the Company having approximately 16,428,590 shares of common stock
outstanding after the acquisition. The shares issued in the acquisition were
issued pursuant to exemptions from registration available under Regulation D.
All of such shares are "Restricted Shares" within the meaning of the Securities
Act of 1933, as amended. The shareholders of CD Promo were:
Darren Everitt
Karl Heimer Karlsson
David Beasely
John Stephens
Arnar Gunnlaugsson
DomainDecision.Com Limited
As a result of the share exchange, the former shareholders of CD Promo
now control the Registrant.
Pursuant to the terms of the Share Exchange Agreement, dated May 11,
2000, the Registrant's sole officer, Mr. Reg Handford, and sole director, Mr.
Leroy Halterman, tendered their resignations effective August 21, 2000. Copies
of the resignations are attached hereto as Exhibits 1.1 and 1.2.
Effective August 21, 2000: Darren Everitt, Heimir Karlsson, Ken St.
Clair, Martyn Rose and Jay W. Hubbard were appointed as directors of the
Registrant. Mr. Hubbard resigned as a director on October 30, 2000. Martyn Rose
never formerly accepted the appointment as a director and never served as a
director of the Company.
Effective August 21, 2000, The following individuals were appointed as
officers of the Registrant: (i) Darren Everitt as President and Secretary; (ii)
Heimir Karlsson as Vice President of Sales; and (iii) Lynn Eddington as Chief
Executive Officer. Since August 21, 2000, Lynn Eddington has resigned as CEO and
is no longer employed by the Registrant. Greg Barela was appointed the Company's
Chief Executive Officer on October 1, 2000.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
C.D. Promo Limited is a company organized under the laws of England and
Wales and intends to produce compact disks (CDs) to be used as multi-media
marketing configurations for a variety of businesses. CD Promo also owns and
holds the rights to a number of registered domain names for use on the Internet.
As the parent company of CD Promo, the Registrant intends to continue the
development and business of CD Promo as more particularly described in Item 5.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
2
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT
Not applicable.
ITEM 5. OTHER EVENTS AND INFORMATION
A. Caution Regarding Forward-looking Information
---------------------------------------------
This report contains certain forward-looking statements and information
relating to the Company and CD Promo that are based on the beliefs of the
Company or management as well as assumptions made by and information currently
available to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect," "plan" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks or uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumption prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein and those
contained within the Company's Form 10-SB.
B. Name and Symbol Change
----------------------
Effective July 31, 2000, the Registrant amended its Articles of
Incorporation to change its name from Tiberon Resources Ltd., to ePromo.com. A
copy of the amendment to registrant's Articles of Incorporation is attached
hereto as Exhibit 3.1. The Registrant's trading symbol is "EPMO," and its new
CUSIP number is 294358 10 6. The Registrant's new address is 19200 Von Karman
Avenue, Fourth Floor, Irvine, California 92612, telephone number: (949)
622-5453. The address of the Registrant's operating subsidiary is ePromo.com,
Louis Pearlman Centre, Goulton Street, Suite 115, Kingston Upon Hull, United
Kingdom HU3 4DL, and its telephone number is 011 44 148 232 0044.
C. Acquisition of C.D. Promo Limited
---------------------------------
The Company is a holding company which currently has only one operating
subsidiary, C.D. Promo Limited, a private listed company formed under the laws
of the United Kingdom. The Company anticipates acquiring additional operating
subsidiaries in the future. CD Promo was formed in May 1999, with a mission to
provide a creative media and marketing team as well as quality, innovative,
portable CD profiling and CD concert ticket machinery, and to produce CDs for
potential clients demanding precision, impact and guaranteed results, in a
selective and progressive marketplace.
Products.
The Company's main product, the CD-Promo Product Portfolio, is
a unique marketing tool for use in profiling both a company and its products. CD
Promo believes that this product will enable purchasers to present themselves
and their company in a number of different multi-media configurations all
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<PAGE>
contained on custom shaped CDs the size of a business card. CD Promo believes
that this concept will eventually replace the necessity to use conventional
brochures and cards for marketing and sales purposes.
CD Promo has exclusive rights for the sale of CD Promo Cutting
Machines and CD Promo Shape CDs worldwide as well as the system for the creation
and cutting of the shape of CD's along with specialized plates and other
auxiliary parts supplied. By the use of specially designed plates, CD Promo has
made significant improvements in the appearance of the products over the past 12
months and is now ready to supply these hardware and software improvements to
countries outside of its United Kingdom home market. The various components
(hardware & software) for shape CD manufacture are delivered to the CD Promo's
premises where they are assembled and tested prior to being delivered and
installed at the licensees' premises. All costs associated with the development
of the current CD Promo cutting machines have been met through investment
capital. It is the intent of the company to market its machines to licensees
worldwide to cover as many business demographics as possible while maintaining
the ability to sell the machines to certain strategic alliances and/or joint
ventures. CD Promo is currently attempting to provide an independent
industry-wide catalogue and ordering system utilizing computer communications
rather than the distribution of color catalogues.
CD Promo also plans to offer:
o The exclusive MediaTicketCD(TM) (designed by CD Promo and
displayed on many industry web sites originating from the
U.K.) designed as a balanced CD Rom ticket with enhancements
will also play in a standard music system in addition to a
personal computer.
o DVD authoring, pre-mastering and M Peg encoding, full editing
and specialist film facilities for fashion, corporate and pop
promo videos.
o Graphic design and multimedia specialists, from brochure and
shape CD design through complex animation and sound track
authoring and full award winning virtuality facilities.
Market Definition Segments & Product Categories
CD Promo specializes in the in-house prototype production and
manufacture of CDs in different shapes. It also provides, a full turn key
package for state-of-the-art multimedia production, including, 3D graphics,
animation, virtuality, film/video, sound tracks, voice over etc.
CD Promo has divided the CD Shape sector of the market into Business
and Retail sectors.
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Competition.
CD Promo will compete with numerous C.D. Producers, most of which are
larger and better financed than CD Promo, however, CD Promo hopes that its
innovative use and marketing of CD's will allow it to become a leader in
promotional CD's.
Patents, Trademarks and Tradenames
----------------------------------
CD Promo has not filed for any state of federal protection of any
patents, trademarks or tradenames in any jurisdiction however the C.D. Promo
does consider a number of its trade names to be proprietary. CD Promo does not
have any patents.
Legal Proceedings
-----------------
Neither the Company nor CD Promo are parties to any legal proceedings.
Offices
-------
CD Promo leases approximately 1600 square feet of office and
approximately 1300 square feet of shop area located at Princes House Wright
Street, Kingston Upon Hull, for which the Company pays approximately $10,000 per
annum, based upon current dollar/British pound exchange rates. The Company
anticipates that this facility will be adequate for CD Promo's needs for the
next 6 months. The Company intends to relocate thereafter to an approximately
4000 square foot facility. CD Promo's current lease expires in July, 2003.
Employees
---------
CD Promo has 2 full time and 3 part-time employees in the United
Kingdom, one employee in the United States, its Chief Executive Officer, Greg
Barela and one consultant.
Executive Officers and Directors
--------------------------------
Name Age Position with the Company
Darren Everitt 37 President, Secretary, Director
Greg Barela 28 Chief Executive Officer
Karl Heimir Karlsson 39 Vice President Sales, Director
Ken St. Clair 59 Director
Darren Everitt, President, Secretary and Director. Mr. Everitt has been
an officer and director of the Company's subsidiary, CD Promo, since its
inception in 1999 and has been an officer and director of the Company since
August 21, 2000. Prior to founding CD Promo, Mr. Everitt was a finance manager
with Wagon Finance Corporation from 1988 to 1995. From 1995 to 1998, he was a
finance manager and branch manager with Transamerica Trust. Darren has served in
the Royal Air Forces and was presented to Queen Elizabeth II, he represented the
Wagon Finance Corporation at the International Motor Show on numerous occasions
and has presented to large auditoriums at NEC for new product launches. He has
also trained personnel in IT technology and presentation skills on a national
basis and has worked for those organizations above in addition to, Halfords,
British Gas, Transamerica Trust and NWS.
Greg Barela, Chief Executive Officer. Mr. Barela has been the Chief
Executive Officer of the Company since October 1, 2000. Mr. Barela is also an
officer and director of Qvergent Radio Corp. Prior to founding, Qvergent in
2000, Mr. Barela was an employee of Peterson Brothers Construction from 1997 to
2000, Milestone Paving Systems from 1996 to 1997 and Systems Paving, Inc., from
1993 to 1996.
Karl Heimir Karlsson, Vice President Sales, Director. As a co-founder
of the Company, Mr. Karlsson joined the Company in 1999. From 1996 to 1999 he
was the Managing Director of Pure-Tec Limited. From 1986 to 1996 Mr. Karlsson
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was a sports editor and anchor with the Icelandic Broadcasting Corp. Heimir
Karlsson, former international Professor footvaller, TV Sports Editor,
broadcaster and author. Heimir has made numerous Radio and Television broadcasts
and masterminded the exclusive international contractual negotiations for the
Icelandic Broadcasting Corporation with bodies such as the NBA, NFL, BBC, ABC,
NBC, CBS and many more. Mr. Karlsson has a degree in Sociology from the
University of Iceland.
Executive Compensation
----------------------
The following table sets forth information for the Executive Officers
of the Registrant and for each employee of the Registrant whose total annual
salary and bonus for the last completed fiscal year exceeded $100,000
<TABLE>
<CAPTION>
Annual Compensation
Other Annual Restricted Stock
Principal Position Year Salary Bonus(1) Compensation Award(s)(2)
------------------ ---- ------ -------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Greg Barela 2000 $-0- (3) -- -- --
Chief Executive Officer
Darren Everitt 2000 $40,000(4) -- -- --
President, Secretary
Vice President, Marketing
Karl Heimir Karlsson 2000 $40,000(4) -- -- --
Vice President, Sales
</TABLE>
------------------------
(1) Executives may receive discretionary bonus awards as determined by the
Board of Directors of the Company.
(2) The Company has not yet adopted a stock option plan, but intends to
adopt such a plan in the future.
(3) The Company is currently negotiating the terms of Mr. Barela's
compensation. The Company anticipates entering into an employment
agreement with Mr. Barela within the next 90 days. Mr. Barela is not
currently being paid or accruing a salary.
(4) The Company is currently negotiating employment agreements with Mr.
Everitt and Mr. Karlsson. The salary reflected in the above table may
be increased in the future depending upon financing available to the
Company, the success of CD Promo's operations or the results of
negotiation of the employment agreements contemplated for each.
Employment Agreements
---------------------
The Registrant does not have any employment contracts with any of its
officers or directors or any officers or directors of CD Promo. Such persons are
employed by the Company or its subsidiary on an at will basis, and the terms and
conditions of employment are subject to change by the Registrant. As of the date
of this report, none of the Named Executive Officers held any options to acquire
shares of the Registrant's stock. The executive officers of CD Promo had
executory three year employment agreements which they agreed to terminate prior
to the date of this report.
6
<PAGE>
Stock Option Plans
------------------
The Company has not adopted a Stock Option Plan. Since its inception,
the Company has not granted any stock options, stock appreciation rights or long
term incentive plan payouts. The Company intends to adopt a stock option plan in
the future to provide a mechanism to attract and retain employees and compensate
directors, officers and employees.
Directors Compensation
----------------------
The Company does not directly compensate its directors at this time,
however, certain directors are compensated in their capacity as officers of the
Company and its subsidiaries.
7
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth information, as of the date of this
report, with respect to the beneficial ownership of the Company's common stock
by each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock and by directors and officers of the
Company, both individually and as a group:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
OWNER POSITION OWNED CLASS (1)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Darren Everitt President, 2,285,070 13.91%
Apartment 6 Secretary,
Swanland Hall Director
Park Swanland
East Yorkshire HU14 3NW, UK
-----------------------------------------------------------------------------------------------------
Greg Barela Chief Executive -0- -0-
503 Santa Maria Drive Officer
Irvine, CA 92606
-----------------------------------------------------------------------------------------------------
Karl Heimir Karlsson Director 2,285,070 13.91%
43 Northfield
Swanland East Yorkshire
HU14 3RB UK
-----------------------------------------------------------------------------------------------------
Ken St. Clair Director -0- -0-
3064 North 109th Avenue
Avondale, AZ 85323
-----------------------------------------------------------------------------------------------------
David Beasley __ 761,690 4.64%
Bentley Lodge
East Yorkshire, HU17 8PJ UK
-----------------------------------------------------------------------------------------------------
John Stephens __ 761,690 4.64%
178 Victoria Avenue
Kingston Upon Hull UK
-----------------------------------------------------------------------------------------------------
Arnar Gunlaugsson __ 1,523,380 9.27%%
Lots Louis Pearlman Centre,
Goulton Street, Suite 115
Kingston Upon Hull, HU3 4DL,
U.K.
-----------------------------------------------------------------------------------------------------
Domain Decisions Limited __ 761,690 4.64%%
Birgir Hallsorsson, Director
Le Quense Chambers
9 Burrard Street
St. Helier, Jersey Channel Islands
24WS, UK
-----------------------------------------------------------------------------------------------------
Officers and Directors as a group __ 4,570,140 27.51%
(4 persons)
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) This table is based on 16,428,590 shares of common stock
outstanding on October 31, 2000. Where the persons listed on this table have the
right to obtain additional shares of common stock within 60 days from October
31, 2000, these additional shares are deemed to be outstanding for the purpose
of computing the percentage of class owned by such persons, but are not deemed
to be outstanding for the purpose of computing the percentage of any other
person.
8
<PAGE>
Disclosure Concerning Registrant's Officers and Directors
---------------------------------------------------------
On July 15, 1999, the Company's Chief Executive Officer, Greg Barela
filed a petition for personal bankruptcy pursuant to Chapter 7 of the Federal
Bankruptcy Code. Mr. Barela received a discharge of all of his debt obligations
on October 25, 1999.
D. Acquisition of Qvergent Radio Corp.
-----------------------------------
On October 11, 2000, the Company entered into a non-binding
Letter of Intent with Qvergent Radio Corp., a Delaware corporation ("Qvergent")
pursuant to which the Company has agreed in principle to purchase all of the
outstanding shares of Qvergent for 4,189,295 shares of restricted common stock
of the Company. The Letter of Intent contemplated a closing of a definitive
merger agreement on or before October 31, 2000. As an inducement to the
Registrant and Qvergent to enter into the merger, the former shareholders of
C.D. Promo Limited agreed to surrender an aggregate of 4,189,295 shares of then
common stock in the Registrant. The expiration of the Letter of Intent was
extended to November 15, 2000. A copy of the Letter of Intent and the amendment
are attached hereto and incorporated herein as Exhibit 10.2 and 10.3. The
Company anticipates executing a definitive merger agreement with Qvergent by
November 15, 2000.
The Registrant's acting Chief Executive Officer, Greg Barella,
is also the Chief Executive Officer of Qvergent. A conflict of interest exists
concerning the terms of the Merger Agreement between the Registrant and
Qvergent.
E. Termination of Negotiations to Acquire Sonet Communications
-----------------------------------------------------------
The Company and Sonet Communications have agreed to cancel the
planned purchase of Sonet by the Company.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of C.D. Promo Limited.
(b) Exhibits:
9
<PAGE>
C.D. PROMO LIMTED
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors for the year ended December 31, 1999 F-1
Balance Sheet as of December 31, 1999 F-2
Statement of Operations for the period February 10, 1999
(Date of Inception) to December 31, 1999 F-3
Statement of Shareholders' Deficiency for the period February 10, 1999
(Date of Inception) to December 31, 1999 F-4
Statement of Cash Flows for the period February 10, 1999
(Date of Inception) to December 31, 1999 F-5
Notes to Financial Statements F-6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of
C.D. Promo Limited
We have audited the accompanying balance sheet of C.D. Promo Limited (A Company
in the Development Stage) as of December 31, 1999 and the related statement of
operations and comprehensive loss, shareholders' deficiency, and cash flows for
its fiscal year from inception February 10, 1999 to December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits 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
misstatements. 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.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of C.D. Promo Limited (A Company
in the Development Stage) as of December 31, 1999 and the results of its
operations and comprehensive income and its cash flows for its fiscal year from
inception February 10, 1999 to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, there is substantial doubt about the ability of the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
By: /s/ HOLLANDER, LUMER & CO. LLP
----------------------------------
HOLLANDER, LUMER & CO. LLP
Los Angeles, California
August 4, 2000
F-1
<PAGE>
C.D. PROMO LIMITED
(A Company in the Development Stage)
BALANCE SHEETS
December 31, June 30,
1999 2000
--------- ---------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,995 $ 3,856
Prepaid value added tax, net 7,035 55,931
--------- ---------
TOTAL CURRENT ASSETS 9,030 59,787
--------- ---------
PROPERTY AND EQUIPMENT, net 37,164 179,960
--------- ---------
$ 46,194 $ 239,747
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Bank overdraft $ 2,138 $ --
Accounts payable and accrued expenses 6,864 160,814
Obligation under capital lease - current portion 4,711 10,600
Due to related parties 40,071 21,531
--------- ---------
TOTAL CURRENT LIABILITIES 53,784 192,945
--------- ---------
NONCURRENT LIABILITIES
Note payable to related party 77,570 277,679
Obligation under capital lease - noncurrent portion 30,898 46,812
--------- ---------
TOTAL NONCURRENT LIABILITIES 108,468 324,491
--------- ---------
TOTAL LIABILITIES 162,252 517,436
--------- ---------
SHAREHOLDERS' DEFICIENCY
Common stock, no par value; authorized - 1,000 shares
issued and outstanding - 100 shares 161 161
Deficit accumulated during the development stage (115,940) (290,236)
Accumulated other comprehensive income (loss) (279) 12,386
--------- ---------
TOTAL SHAREHOLDERS' DEFICIENCY (116,058) (277,689)
--------- ---------
$ 46,194 $ 239,747
========= =========
See accompanying Notes to Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
C.D. PROMO LIMITED
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
for the period for the period for the period
from inception January 1, 2000 from inception
February 10, 1999 to to to
December 31, 1999 June 30, 2000 June 30, 2000
---------------------------------------- ------------------
(unaudited) (unaudited)
<S> <C> <C> <C>
REVENUES $ 1,933 $ 19,253 $ 21,186
------------------- ------------------- ------------------
EXPENSES
General and administrative 117,085 187,270 304,355
Depreciation 788 6,279 7,067
------------------- ------------------- ------------------
TOTAL EXPENSES 117,873 193,549 311,422
------------------- ------------------- ------------------
NET LOSS (115,940) (174,296) (290,236)
------------------- ------------------- ------------------
OTHER COMPREHENSIVE INCOME
Foreign currency translation
adjustment ( 279) 12,665 12,386
------------------- ------------------- ------------------
COMPREHENSIVE LOSS $ (116,219) $ (161,631) $ (277,850)
=================== =================== ==================
</TABLE>
See accompanying Notes to Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
C.D. PROMO LIMITED
(A Company in the Development Stage)
STATEMENTS OF SHAREHOLDERS' DEFICIENCY
FOR THE PERIOD FROM INCEPTION FEBRUARY 10, 1999 TO DECEMBER 31, 1999
AND THE PERIOD JANUARY 1, 2000 TO JUNE 30, 2000 (unaudited)
Other
Common Stock Accumulated Comprehensive
Shares Amount Deficit Income Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Issuance of common stock 100 $ 161 $ -- $ -- $ 161
Foreign currency translation
adjustment -- -- -- (279) (279)
Net loss -- -- (115,940) -- (115,940)
--------- --------- --------- --------- ---------
Balance, December 31, 1999 100 $ 161 $(115,940) $ (279) $(116,058)
--------- --------- --------- --------- ---------
Foreign currency translation
adjustment -- -- -- 12,665 12,665
Net loss -- -- (174,296) -- (174,296)
--------- --------- --------- --------- ---------
Balance, June 30, 2000
(unaudited) 100 $ 161 $(290,236) $ 12,386 $(277,689)
--------- --------- --------- --------- ---------
</TABLE>
See accompanying Notes to Financial Statements
F-4
<PAGE>
<TABLE>
<CAPTION>
C.D. PROMO LIMITED
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
for the period for the period for the period
from inception January 1, 2000 from inception
February 10, 1999 to to to
December 31, 1999 June 30, 2000 June 30, 2000
--------- --------- ---------
(unaudited) (unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(115,940) $(174,296) $(290,236)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Foreign currency translation adjustment (279) 12,665 12,386
Depreciation 788 6,279 7,067
Changes in operating assets and liabilities:
Prepaid value added tax (7,035) (48,896) (55,931)
Accounts payable and accrued expenses 6,864 153,950 160,814
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (115,602) (50,298) (165,900)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (37,952) (149,075) (187,027)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (37,952) (149,075) (187,027)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft 2,138 (2,138) --
Capital lease 35,609 21,803 57,412
Advances from related parties 40,071 (18,540) 21,531
Proceeds from issuance of common stock 161 -- 161
Proceeds from issuance of note, net 77,570 200,109 277,679
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 155,549 201,234 356,783
--------- --------- ---------
NET INCREASE IN CASH 1,995 1,861 3,856
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -- 1,995 --
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,995 $ 3,856 $ 3,856
========= ========= =========
</TABLE>
See accompanying Notes to Financial Statements
F-5
<PAGE>
C.D. PROMO LIMITED
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. Description of Business
C.D. Promo Limited (the "Company") was incorporated under the laws of the
United Kingdom on February 10, 1999, and did not commence business
operations until July 1, 1999. The Company was originally incorporated on
the same date as Equiton Limited, and subsequently changed its name to the
C.D. Promo Limited on May 24, 1999. The Company intends to provide its
customers a multi-media marketing medium to promote their companies and its
products and services. The medium will be custom shaped compact disks
("CDs") and digital video disks ("DVDs").
The Company currently has only limited sales and has not yet extensively
marketed its product.
2. Summary of Significant Accounting Policies
Basis of Presentation - Since the Company has limited revenues and has not
yet commenced its principle operations, its is considered a "development
stage enterprise", as defined by Statement of Financial Accounting
Standards ("SFAS") No. 7, Accounting and Reporting by Development Stage
Enterprises.
Fiscal Year - The Company adopted a fiscal year ending December 31. These
financial statements include the transactions from the inception of the
Company, February 10, 1999 to December 31, 1999.
Start-up Activities - In 1998, the American Institute of Certified Public
Accountants ("AICPA") amended the AICPA Statement of Position ("SOP") and
Audit and Accounting Guides addressing the reporting of costs of start-up
activities. Effective for fiscal years beginning after December 15, 1998,
SOP 98-5 requires costs of start-up activities and organizational costs to
be expensed as incurred.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents - The Company considers all highly liquid
investments purchased with an original maturity of three months or less to
be cash equivalents.
Fair Value of Financial Instruments - The Company's financial instruments
consist of cash equivalents, accounts receivable, accounts payable, and
accrued expenses. The fair values of the Company's financial statements
approximate the carrying value of the instruments.
Property and Equipment - Property and equipment is recorded at cost and
depreciation is computed on the straight-line method based upon the
estimated useful life or over the lease term, whichever is shorter.
F-6
<PAGE>
C.D. PROMO LIMITED
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
Revenue Recognition - Revenue from sale of CDs is recorded at the time the
CDs are shipped.
Research & Development Costs - Research and development costs are expensed
as incurred.
Advertising Expense - Advertising and promotional costs are expensed as
incurred.
Foreign Currency Translation - The Company is using the British pound
sterling as their functional currency. Assets and liabilities are
translated into U.S. dollar at period-end exchange rates. Income statement
amounts are translated using monthly exchange rates during the year. Gains
and losses resulting from translating foreign currency financial statements
are accumulated in a separate component of shareholders' equity until the
Company is sold or liquidated.
Income Taxes - The Company uses the asset and liability method of
accounting for income taxes. Under this method, deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
This method also requires the recognition of future tax benefits such as
net operating loss carryforwards, to the extent that realization of such
benefits is more likely than not. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
The Company is subject to income taxes in the United States of America (the
"U.S.") and United Kingdom (the "U.K."). Taxes paid in the U.K. will be
used as a credit in calculating the U.S. income taxes to the extent that
U.S. tax law and tax treaty allows with the U.K.
3. Disclosure of Certain Significant Risks and Uncertainties
Going Concern - The Company has accumulated net losses of $115,940 and
negative working capital of $44,754 as of December 31, 1999. The Company's
capacity to operate as a going-concern is dependent on its ability to
obtain adequate financing to fund its operations until the Company is able
generate commercial revenues sufficient to fund ongoing operations. There
can be no guarantee that any additional financing will be available on
terms favorable to the Company or its shareholders, if at all. These
factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Dependence Upon Key Personnel - The success of the Company is largely
dependent on the personal efforts of Messrs. Darren Everitt and Heimir
Karlsson, the founders. The loss of these individuals could have a
materially adverse effect on the Company's operations.
Other Risks and Uncertainties - The Company is subject to various risks and
uncertainties frequently encountered by companies in early stage of
development. Such risks and uncertainties include, but are not limited to,
its limited operating history and a lack of awareness of the Company's
product in the U.S.
F-7
<PAGE>
C.D. PROMO LIMITED
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
4. Prepaid Value Added Tax
Value Added Tax ("VAT") is an indirect tax levied on consumer goods and
business transactions in many European countries, including the United
Kingdom. Upon sale of goods, the consumer pays for the goods plus the VAT,
which is collected by the seller. The seller subsequently remits the VAT to
the proper taxing authority. Likewise, certain expenditures by the seller
are eligible for reclaim of VAT. As of December 31, 1999, the Company had a
net VAT reclaimable amount of $7,035.
5. Property and Equipment
Property and equipment is comprised of an automobile. For the period ended
December 31, 1999 the depreciation expense was $788.
6. Notes Payable to Related Party
In October 1999, Darren Everitt and Karl Heimir Karlsson, both directors of
the Company, each transferred 10 shares of the Company's Common Stock to
Arnar Gunnlaugsson, a third-party investor, in consideration for his
interest free loan to the Company. At December 31, 1999 the outstanding
loan balance to Mr. Gunnlaugsson was $77,570. Under the terms of the loan,
the outstanding loan balance becomes due and payable within 36 months of
the anniversary date of the loan agreement.
7. Merger Agreement
On May 1, 2000 The Company entered into a Share Exchange Agreement (the
"Agreement") with Tiberon Resources Limited, a Nevada Corporation
("Tiberon") with the intention of the Company becoming a wholly-owned
subsidiary of Tiberon thorough the exchange of all outstanding shares of
the Company's Common Stock for shares of Tiberon Common Stock. Each
outstanding shares of the Company's Common Stock will be exchanged for
76,169 shares of Tiberon Common Stock resulting in the Company's
Shareholders' ownership of 51% or more of the then outstanding shares of
Tiberon Common Stock. The closing of the Agreement will occur on or before
20 days after Tiberon receives the Company's Financial Statements as
defined in the Agreement. At closing, or as soon as practicable thereafter,
the board of directors and officers of Tiberon will be replaced with the
board of directors and officers of C.D. Promo Limited.
8. Shareholders' Equity
As of December 31, 1999 there were 100 shares of the Company's Common Stock
issued and outstanding. The distribution was as follows:
Darren Everitt 30 shares
Karl Heimer Karlsson 30 shares
David Beasley 10 shares
John Stephens 10 shares
Arnar Gunnlaugsson 20 shares
F-8
<PAGE>
C.D. PROMO LIMITED
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
9. Commitments and Contingencies
Capital Lease - In November 1999, the Company entered into an automobile
capital lease agreement that requires minimum monthly payments of $805 for
four years.
10. Subsequent Events
In May 2000, the Company issued 10 shares of the Company's Common stock to
Domain Decisions Limited.
In June 2000, the Company entered into employment agreements with Darren
Everitt and Karl Heimir Karlsson. Under the agreements, both Messrs.
Everitt and Karlsson will serve as co-presidents of the Company. For their
services, each will receive compensation of $160,000 per annum and a annual
performance bonus of up to one (1) times the base salary, payable in
December of each year based on the review and decision of the Company's
Compensation Committee.
F-9
<PAGE>
REGULATION CONSECUTIVE
S-K NUMBER DOCUMENT PAGE NUMBER
1.1 Resignation of Leroy Halterman 12
1.2 Resignation of Reg Handford 13
1.3 Resignation of Jay Hubbard 14
3.1 Amendment to Articles of Incorporation
changing the name of the Registrant to ePromo.com 15
10
<PAGE>
10.1 Share Exchange Agreement between the Registrant N/A
And C.D. Promo Limited, dated May 11, 2000 (1)
10.2 Letter of Intent to acquire Qvergent Radio Corp. 17
10.3 Amendment to Letter of Intent 23
----------
(1) Incorporated by reference to the exhibits filed on Form 10-QSB for the
Period Ending March 31, 2000.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ePromo.com
Dated: November 3, 2000 /S/ Darren Everitt
----------------------- ------------------
Darren Everitt, President
11
