U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A#1
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
BARHILL ACQUISITION CORPORATION
-----------------------------
(Name of Small Business Issuer)
Delaware 52-2102141
(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporation or Organization)
1504 R Street, N.W., Washington, D.C. 20009
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
202/387-5400
_____________
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act: Common Stock,
$.0001 Par Value
(Title of Class)
PART I
ITEM 1. BUSINESS.
Barhill Acquisition Corporation (the "Company"), was
incorporated on June 2, 1998 under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. The Company has been
in the developmental stage since inception and has no operations to
date other than issuing shares to its original shareholders.
The Company will attempt to locate and negotiate with a
business entity for the merger of that target company into the
Company. In certain instances, a target company may wish to become
a subsidiary of the Company or may wish to contribute assets to the
Company rather than merge. No assurances can be given that the
Company will be successful in locating or negotiating with any
target company.
The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting ("public") company
whose securities are qualified for trading in the United States
secondary market.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting
company with a class of publicly-traded securities. These are
commonly thought to include the following:
* the ability to use registered securities to make
acquisitions of assets or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options;
* enhanced corporate image;
* a presence in the United States capital market.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a
business combination with the Company may include the following:
* a company for which a primary purpose of becoming public
is the use of its securities for the acquisition of
assets or businesses;
* a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of
securities on terms acceptable to it;
* a company which wishes to become public with less
dilution of its common stock than would occur upon an
underwriting;
* a company which believes that it will be able obtain
investment capital on more favorable terms after it has
become public;
* a foreign company which may wish an initial entry into
the United States securities market;
* a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan;
* a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally
involve the transfer to the target company of the majority of the
issued and outstanding common stock of the Company, and the
substitution by the target company of its own management and board
of directors.
No assurances can be given that the Company will be able to
enter into a business combination, as to the terms of a business
combination, or as to the nature of the target company.
The proposed business activities described herein classify the
Company as a blank check company. See "GLOSSARY". The Securities
and Exchange Commission and many states have enacted statutes, rules
and regulations limiting the sale of securities of blank check
companies. Management does not intend to undertake any efforts to
cause a market to develop in the Company's securities until such
time as the Company has successfully implemented its business plan
described herein. Accordingly, the shareholders of the Company
have executed and delivered a "lock-up" letter agreement affirming
that such shareholders will not sell or otherwise transfer their
shares of the Company's common stock except in connection with or
following completion of a merger or acquisition resulting in the
Company no longer being classified as a blank check company. The
shareholders have deposited their stock certificates with the
Company's management, who will not release the certificates except
in connection with or following the completion of a merger or
acquisition.
The Company is voluntarily filing this Registration Statement
with the Securities and Exchange Commission and is under no
obligation to do so under the Securities Exchange Act of 1934.
RISK FACTORS
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or financial
resources. The Company will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase
continuously until the Company can consummate a business combination
with a target company. There is no assurance that the Company can
identify such a target company and consummate such a business
combination.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The
success of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition and management
of the identified target company. While management will prefer
business combinations with entities having established operating
histories, there can be no assurance that the Company will be
successful in locating candidates meeting such criteria. In the
event the Company completes a business combination, of which there
can be no assurance, the success of the Company's operations will be
dependent upon management of the target company and numerous other
factors beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with
and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for the Company. Nearly
all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive disadvantage
in identifying possible business opportunities and successfully
completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION--NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no current
arrangement, agreement or understanding with respect to engaging in
a merger with or acquisition of a specific business entity. There
can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified
any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance that the Company
will be able to negotiate a business combination on terms favorable
to the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target company to
have achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly, the
Company may enter into a business combination with a business entity
having no significant operating history, losses, limited or no
potential for immediate earnings, limited assets, negative net worth
or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates
devoting only a limited amount of time per month to the business of the
Company. The Company's sole officer has not entered into a written
employment agreement with the Company and he is not expected to do
so in the foreseeable future. The Company has not obtained key man
life insurance on its officer and director. Notwithstanding the
combined limited experience and time commitment of management, loss
of the services of this individual would adversely affect
development of the Company's business and its likelihood of
continuing operations.
CONFLICTS OF INTEREST--GENERAL. The Company's officer and
director participates in other business ventures which may compete
directly with the Company. Additional conflicts of interest and
non-arms length transactions may also arise in the future.
Management has adopted a policy that the Company will not seek a
merger with, or acquisition of, any entity in which any member of
management serves as an officer, director or partner, or in which
they or their family members own or hold any ownership interest.
See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS--Conflicts of Interest."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act") requires companies subject thereto to provide certain
information about significant acquisitions including certified
financial statements for the company acquired covering one or two
years, depending on the relative size of the acquisition. The time
and additional costs that may be incurred by some target companies
to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable
acquisition by the Company. Acquisition prospects that do not have
or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of
the Exchange Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made available to it,
market research indicating that demand exists for the transactions
contemplated by the Company. Even in the event demand exists for a
merger or acquisition of the type contemplated by the Company, there
is no assurance the Company will be successful in completing any
such business combination.
LACK OF DIVERSIFICATION. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with only one business
entity. Consequently, the Company's activities will be limited
to those engaged in by the business entity which the Company
merges with or acquires. The Company's inability to diversify its
activities into a number of areas may subject the Company to
economic fluctuations within a particular business or industry and
therefore increase the risks associated with the Company's
operations.
REGULATION UNDER INVESTMENT COMPANY ACT. Although the Company
will be subject to regulation under the Exchange Act, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In
the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be
required to register as an investment company and could be expected
to incur significant registration and compliance costs. The Company
has obtained no formal determination from the Securities and
Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of
such Act could subject the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company. Any such business
combination may require shareholders of the Company to sell or
transfer all or a portion of the Company's common stock held by
them. The resulting change in control of the Company will likely
result in removal of the present officer and director of the Company
and a corresponding reduction in or elimination of his participation
in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based upon
a business combination with a business entity which, in all
likelihood, will result in the Company issuing securities to
shareholders of such business entity. The issuance of previously
authorized and unissued common stock of the Company would result in
reduction in percentage of shares owned by the present shareholders
of the Company and would most likely result in a change in control
or management of the Company.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such
business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management of the Company will request that
any potential business opportunity provide audited financial
statements. One or more attractive business opportunities may
choose to forego the possibility of a business combination with the
Company rather than incur the expenses associated with preparing
audited financial statements. In such case, the Company may choose
to obtain certain assurances as to the target company's assets,
liabilities, revenues and expenses prior to consummating a business
combination, with further assurances that an audited financial
statement would be provided after closing of such a transaction.
Closing documents relative thereto may include representations that
the audited financial statements will not materially differ from the
representations included in such closing documents.
ITEM 2. PLAN OF OPERATION
The Company intends to merge with or acquire a business entity
in exchange for the Company's securities. The Company has no
particular acquisition in mind and has not entered into any
negotiations regarding such an acquisition. Neither the Company's
officer and director nor any affiliate has engaged in any
negotiations with any representative of any company regarding the
possibility of an acquisition or merger between the Company and such
other company.
Management anticipates seeking out a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites and similar
methods. No estimate can be made as to the number of persons who
will be contacted or solicited. Management may engage in such
solicitation directly or may employ one or more other entities to
conduct or assist in such solicitation. Management and its
affiliates pay referral fees to consultants and others who refer
target businesses for mergers into public companies in which management
and its affiliates have an interest. Payments are made if a
business combination occurs, and may consist of cash or a portion of
the stock in the Company retained by management and its affiliates,
or both.
The Company has no full time employees. The Company's
president has agreed to allocate a portion of his time to the
activities of the Company, without compensation. The president
anticipates that the business plan of the Company can be implemented
by his devoting no more than 10 hours per month to the business
affairs of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such officer.
Management is currently involved with other blank check
companies, and is involved in creating additional blank check
companies similar to this one. A conflict may arise in the event
that another blank check company with which management is affiliated
is formed and actively seeks a target company. Management
anticipates that target companies will be located for the Company
and other blank check companies in chronological order of the date
of formation of such blank check companies or by lot. However,
other blank check companies that may be formed may differ from the
Company in certain items such as place of incorporation, number of
shares and shareholders, working capital, types of authorized
securities, or other items. It may be that a target company may be
more suitable for or may prefer a certain blank check company formed
after the Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check
company regardless of date of formation or choice by lot. See
"ITEM 5, DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS--Current Blank Check Companies"
The Certificate of Incorporation of the Company provides that
the Company may indemnify officers and/or directors of the Company
for liabilities, which can include liabilities arising under the
securities laws. Therefore, assets of the Company could be used or
attached to satisfy any liabilities subject to such indemnification.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate
in a business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets
and limited financial resources. See ITEM F/S, "FINANCIAL
STATEMENTS." This lack of diversification should be considered a
substantial risk to the shareholders of 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 entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in order
to expand into new products or markets, to develop a new product or
service, or for other corporate purposes. The Company may acquire
assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Management believes (but has not conducted any research to
confirm) that there are business entities seeking the perceived
benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees,
increasing the opportunity to use securities for acquisitions,
providing liquidity for shareholders and other factors. Business
opportunities may be available 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 difficult and complex.
The Company has, and will continue to have, no capital with
which to provide the owners of business entities with any cash
or other assets. However, management believes the Company will be
able to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a public company without
incurring the cost and time required to conduct an initial public
offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a
merger or acquisition transaction for the owners of a business
opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officer and director of the
Company, who is not a professional business analyst. 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 operations, if any; prospects for the future; nature of 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 then may be
anticipated to 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. This
discussion of the proposed criteria is not meant to be restrictive
of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.
The Exchange Act requires that any merger or acquisition
candidate comply with certain reporting requirements, which include
providing audited financial statements to be included in the
reporting filings made under the Exchange Act. The Company will not
acquire or merge with any company for which audited financial
statements cannot be obtained at or within a reasonable period of
time after closing of the proposed transaction.
The Company may enter into a business combination with a
business entity that desires to establish a public trading market
for its shares. A target company may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by
seeking a business combination with the Company. Such consequences
may include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.
The Company will not restrict its search for any specific kind
of business entity, 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 business life. It is impossible to predict at this
time the status of any business in which the Company may become
engaged, in that such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.
Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target company,
will rely upon its own efforts in accomplishing the business
purposes of the Company. Outside consultants or advisors may be
utilized by the Company to assist in the search for qualified target
companies. If the Company does retain such an outside consultant or
advisor, any cash fee earned by such person will need to be assumed
by the target company, as the Company has limited cash assets with
which to pay such obligation.
Following a business combination the Company may benefit from
the services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a
target company, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other
consultants to provide such services.
A potential target company may have an agreement with a
consultant or advisor providing that services of the consultant or
advisor be continued after any business combination. Additionally,
a target company may be presented to the Company only on the
condition that the services of a consultant or advisor be continued
after a merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the
selection of a target company.
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, or licensing agreement
with another corporation or entity. It may also acquire stock or
assets of an existing business. On the consummation of a
transaction, it is likely that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, it is likely that the Company's officer and
director will, as part of the terms of the acquisition transaction,
resign and be replaced by one or more new officers and directors.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which
there can be no assurance, it will be undertaken by the surviving
entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and
the Company is no longer considered a blank check company. Until
such time as this occurs, the Company will not register any
additional securities. The issuance of additional securities and
their potential sale into any trading market which may develop in
the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company
may be a party cannot be predicted, it is expected that the parties
to the business transaction will desire to avoid the
creation of a taxable event and thereby structure the acquisition in
a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended (the "Code").
With respect to any merger or acquisition negotiations with a
target company, management expects to focus on the percentage of the
Company which target company 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 substantially
lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of 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 shareholders at
such time.
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate agreements.
Although the terms of such agreements cannot be predicted, generally
such agreements will require certain representations and warranties
of the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing, will
outline the manner of bearing costs, including costs associated with
the Company's attorneys and accountants, and will include
miscellaneous other terms.
The Company will not acquire or merge with any entity which
cannot provide audited financial statements at or within a
reasonable period of time after closing of the proposed transaction.
The Company is subject to all of the reporting requirements
included in the Exchange Act. Included in these requirements is the
duty of the Company to file audited financial statements as part of
or within 60 days following its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-K (or 10-KSB, as
applicable). If such audited financial statements are not available
at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or
if the audited financial statements provided do not conform to the
representations made by the target company, the closing documents
may provide that the proposed transaction will be voidable at the
discretion of the present management of the Company.
Pierce Mill Associates, Inc. the principal shareholder of the
Company, has agreed that it will advance to the Company any
additional funds which the Company needs for operating capital and
for costs in connection with searching for or completing an
acquisition or merger. Such advances will be made without
expectation of repayment unless the owners of the business which the
Company acquires or merges with agree to repay all or a portion of
such advances. There is no minimum or maximum amount Pierce Mill
will advance to the Company. The Company will not borrow any funds
to make any payments to the Company's promoters, management or their
affiliates or associates.
The Board of Directors has passed a resolution which contains
a policy that the Company will not seek an acquisition or merger
with any entity in which the Company's officer, director, and
shareholders or any affiliate or associate serves as an officer or
director or holds any ownership interest.
COMPETITION
The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of Pierce Mill Associates at no cost to the Company.
Pierce Mill Associates has agreed to continue this arrangement until
the Company completes an acquisition or merger.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of June 25, 1998, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock, all directors
individually and all directors and officers of the Company as a
group. Except as noted, each person has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
-------------------
Pierce Mill Associates, Inc.(1)(2) 4,250,000 85%
1504 R Street, N.W.
Washington, D.C. 20009
Cassidy & Associates (2) 750,000 15%
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy (2) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
All Executive Officers and
Directors as a Group (1 Person) 5,000,000 100%
(1) Pierce Mill Associates, Inc. is an affiliate of Cassidy &
Associates, the law firm which prepared this registration statement
and of which James M. Cassidy is a principal. James Cassidy is the
sole shareholder of Pierce Mill Associates. Pierce Mill Associates
provides services for Cassidy & Associates, particularly in regard
to locating private companies which may wish to go public, and acts
as an initial shareholder in certain companies formed by Cassidy &
Associates. Since Pierce Mill Associates has fewer than 100
shareholders and is not making and does not intend to make a public
offering of its securities, management believes that it is not
deemed to be an investment company by virtue of an exemption
provided under the Investment Company Act of 1940, as amended.
(2) Mr. Cassidy owns 100% of Pierce Mill Associates and is
principal of Cassidy & Associates, a Washington, D.C. securities law
firm, and is considered the beneficial owner of the shares of common
stock of the Company issued to them.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has one Director and Officer as follows:
Name Age Positions and Offices Held
James M. Cassidy 63 President, Secretary,
Director
There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.
Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience
during at least the last five years:
James Michael Cassidy, Esq., J.D., LL.M., received a Bachelor
of Science in Languages and Linguistics from Georgetown University
in 1960, a Bachelor of Laws from The Catholic University School of
Law in 1963, and a Master of Laws in Taxation from The Georgetown
University School of Law in 1968. From 1963-1964, Mr. Cassidy was
law clerk to the Honorable Inzer B. Wyatt of the United States
District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of
Columbia. From 1969-1975, Mr. Cassidy was an associate of the law
firm of Kieffer & Moroney and a principal in the law firm of Kieffer
& Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has been
a principal in the law firm of Cassidy & Associates, Washington,
D.C. and its predecessors, specializing in securities law and
related corporate and federal taxation matters. Mr. Cassidy is a
member of the bar of the District of Columbia and is admitted to
practice before the United States Tax Court and the United States
Supreme Court.
PREVIOUS BLANK CHECK COMPANIES
In 1988, management was involved in two blank check offerings.
Mr. Cassidy was vice president, a director and a shareholder of
First Agate Capital Corporation and Consolidated Financial
Corporation. In August, 1988, First Agate Capital Corporation
offered 50,000 units at $10.00 for an aggregate of $500,000 in an
underwritten offering of its common stock and warrants. First Agate
Capital is no longer a public company and has had no activity since
1991. In November, 1988, Consolidated Financial Corporation offered
50,000 units at $10.00 for an aggregate of $500,000 in an
underwritten offering of its common stock and warrants.
In 1990, in connection with the change in control of Consolidated Financial
Corporation, Mr. Cassidy transferred all his shares of Consolidated
Financial Corporation common stock and resigned as an officer and director
of that company. Mr. Cassidy has had no furhter relationship or
transactions with Consolidated Financial Corporation since 1990. As
described in public filings made by the company, in June, 1991, the new
management of Consolidated Financial Corporation effected its merger
with A.B.E Industrial Holdings.
CURRENT BLANK CHECK COMPANIES
Mr. Cassidy is the president, sole director and a beneficial
shareholder of Sheffield Acquisitions, Inc., Tunlaw International
Corporation, Chatsworth Acquisition Corporation and Aberdeen
Acquisition Corporation. Until December 30, 1997, Mr. Cassidy was
the sole director and beneficial shareholder of Corcoran
Technologies Corporation. Sheffield Acquisitions, Inc. has filed a
registration statement on Form S-1 under the Securities Act which
has not yet been declared effective. Tunlaw International
Corporation, Corcoran Technologies Corporation, Chatsworth
Acquisition Corporation and Aberdeen Acquisition Corporation have
filed registration statements on Forms 10-SB under the Exchange Act
which have become effective and each files periodic reports under
the Exchange Act. The initial business purpose of each of these
companies was to engage in a merger or acquisition with an
unidentified company or companies and each will be classified as a
blank check company until completion of a business acquisition. Mr.
Cassidy is the sole director and beneficial shareholder of
Sunderland Acquisition Corporation and Westford Acquisition
Corporation for which registration statements on Form 10-SB have
been filed with the Commission on August 13, 1998 and August 27,
1998, respectively. The initial business purpose of these two companies is
to engage in a merger or acquisition with an unidentified company or
companies and each will be classified as a blank check company until
completion of a business acquisition.
Mr. Cassidy anticipates being involved with additional blank
check companies filed under the Securities Act or under the Exchange
Act.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
On December 30, 1997, Prime Management, Inc., a California
corporation, merged with and into Corcoran Technologies Corporation.
Corcoran Technologies Corporation was formed on March 27, 1997 to
engage in a merger or acquisition with an unidentified company or
companies and was structured substantially identically to the
Company, including identical management and shareholders. Prime
Management, Inc. is an operating transportation company which has
two wholly-owned subsidiaries, Mid-Cal Express, a long-haul trucking
company hauling shipments of general commodities, including
temperature-sensitive goods, in both intrastate and interstate
commerce and Mid-Cal Logistics, a freight brokerage company.
Pursuant to the merger, Corcoran Technologies Corporation changed
its name to Prime Companies, Inc. and Corcoran Technologies
Corporation filed a Form 8-K with the Securities and Exchange
Commission describing the merger. The common stock of Prime
Companies, Inc. trades on the NASD OTC Bulletin Board under the
symbol PRMC. Detailed information concerning Prime Companies, Inc.
may be obtained from its filings under the Exchange Act which are
found the EDGAR archives page of the Securities and Exchange
Commission's Website at www.sec.gov.
CONFLICTS OF INTEREST
The Company's officer and director has organized and expects
to organize other companies of a similar nature and with a similar
purpose as the Company. Consequently, there are potential inherent
conflicts of interest in acting as an officer and director of the
Company. Insofar as the officer and director is engaged in other
business activities, management anticipates that it will devote only
a minor amount of time to the Company's affairs. The Company does
not have a right of first refusal pertaining to opportunities that
come to management's attention insofar as such opportunities may
relate to the Company's proposed business operations.
A conflict may arise in the event that another blank check
company with which management is affiliated is formed and actively
seeks a target company. It is anticipated that target companies
will be located for the Company and other blank check companies in
chronological order of the date of formation of such blank check
companies or by lot. However, any blank check companies that may be
formed may differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working capital,
types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a
business combination might be negotiated on behalf of the more
suitable or preferred blank check company regardless of date of
formation or choice by lot. Mr. Cassidy will be responsible for
seeking, evaluating, negotiating and consummating a business
combination with a target company which may result in terms
providing benefits to Mr. Cassidy.
Mr. Cassidy is the principal of Cassidy & Associates, a
securities law firm located in Washington, D.C. As such, demands
may be placed on the time of Mr. Cassidy which will detract from the
amount of time he is able to devote to the Company. Mr. Cassidy
intends to devote as much time to the activities of the Company as
required. However, should such a conflict arise, there is no
assurance that Mr. Cassidy would not attend to other matters prior
to those of the Company. Mr. Cassidy projects that initially up to
ten hours per month of his time may be spent locating a target
company which amount of time would increase when the analysis of,
and negotiations and consummation with, a target company are
conducted.
Mr. Cassidy owns 100% of Pierce Mill Associates which, in
turn, owns 4,250,000 shares of common stock of the Company and is a
principal of Cassidy & Associates, a securities law firm, which owns
750,000 shares of the Company's common stock. No other securities,
or rights to securities, of the Company will be issued to management
or promoters, or their affiliates or associates, prior to the
completion of a business combination. At the time of a business
combination, management expects that some or all of the
shares of Common Stock owned by Pierce Mill Associates and the
shares of Common Stock owned by Cassidy & Associates will be
purchased by the target company. The amount of Common Stock sold or
continued to be owned by Pierce Mill Associates or Cassidy &
Associates cannot be determined at this time.
The terms of business combination may include such terms as
Mr. Cassidy remaining a director or officer of the Company and/or
the continuing securities or other legal work of the Company being
handled by the law firm of which Mr. Cassidy is the principal. The
terms of a business combination may provide for a payment by cash or
otherwise to Pierce Mill Associates or Cassidy & Associates for the
purchase of all or part of their common stock of the Company by a
target company. Mr. Cassidy would directly benefit from such
employment or payment. Such benefits may influence Mr. Cassidy's
choice of a target company.
The Company may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a target company to
the Company where that reference results in a business combination.
The amount of any finder's fee will be subject to negotiation, and
cannot be estimated at this time. No finder's fee of any kind will
be paid to management or promoters of the Company or to their
associates or affiliates. No loans of any type have, or will be,
made to management or promoters of the Company or to any of their
associates or affiliates.
The Company's officer and director, its promoter and their
affiliates or associates have not had any negotiations with and
there are no present arrangements or understandings with any
representatives of the owners of any business or company regarding
the possibility of a business combination with the Company.
The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management or promoters of the Company or any affiliates or
associates have any interest, direct or indirect.
Management has adopted certain policies involving possible
conflicts of interest, including prohibiting any of the following
transactions involving management, promoters, shareholders or their
affiliates:
(i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such
persons prior to a business combination;
(iii) The entering into any business combination
or acquisition of assets in which such
persons have any interest, direct or
indirect; or
(iv) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors of
the Company, and any changes in these provisions require the
approval of the Board of Directors. Management does not intend to
propose any such action and does not anticipate that any such action
will occur.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company will
not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive investment
interests in a number of entities the Company could be subject to
regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940. Any violation of
such Act would subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
The Company's officer and director does not receive any
compensation for his services rendered to the Company, has not
received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company.
The officer and director of the Company will not receive any
finder's fee, either directly or indirectly, as a result of his
efforts to implement the Company's business plan outlined herein.
However, the officer and director of the Company anticipates
receiving benefits as a beneficial shareholder of the Company. See
"ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has issued a total of 5,000,000 shares of Common
Stock to the following persons for a total of $500 in cash:
Name Number of Total Shares Consideration
- --------------
Pierce Mill Associates, Inc. 4,250,000 $425
Cassidy & Associates 750,000 $75
The proposed business activities described herein classify the
Company as a blank check company. See "GLOSSARY". The Securities
and Exchange Commission and many states have enacted statutes, rules
and regulations limiting the sale of securities of blank check
companies. Management does not intend to undertake any efforts to
cause a market to develop in the Company's securities until such
time as the Company has successfully implemented its business plan
described herein. Accordingly, the shareholders of the Company have
executed and delivered a "lock-up" letter agreement, affirming that
such shareholders shall not sell their shares of the Company's
common stock except in connection with or following completion of a
merger or acquisition resulting in the Company no longer being
classified as a blank check company. The shareholders have
deposited their stock certificates with the Company's management,
who will not release the certificates except in connection with or
following the completion of a merger or acquisition.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $.0001 per share, and
20,000,000 shares of Preferred Stock, par value $.0001 per share.
The following statements relating to the capital stock set forth the
material terms of the Company's securities; however, reference is made
to the more detailed provisions of, and such statements are qualified
in their entirety by reference to, the Certificate of Incorporation and
the By-laws, copies of which are filed as exhibits to this registration
statement.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratably in dividends,
if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor.
In the event of a liquidation, dissolution or winding up of the
Company, the holders of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities. All
of the outstanding shares of common stock are fully paid and
non-assessable.
Holders of common stock have no preemptive rights to purchase
the Company's common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the
issuance of 20,000,000 shares of preferred stock, $.0001 par value
per share, of which no shares have been issued. The Board of
Directors is authorized to provide for the issuance of shares of
preferred stock in series and, by filing a certificate pursuant to
the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions
thereof without any further vote or action by the shareholders. Any
shares of preferred stock so issued would have priority over the
common stock with respect to dividend or liquidation rights. Any
future issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the Company without
further action by the shareholders and may adversely affect the
voting and other rights of the holders of common stock. At present,
the Company has no plans to issue any preferred stock nor adopt any
series, preferences or other classification of preferred stock.
The issuance of shares of Preferred Stock, or the issuance of
rights to purchase such shares, could be used to discourage an
unsolicited acquisition proposal. For instance, the issuance of a
series of Preferred Stock might impede a business combination by
including class voting rights that would enable the holder to block
such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage
vote of the stockholders. In addition, under certain circumstances,
the issuance of Preferred Stock could adversely affect the voting
power of the holders of the Common Stock. Although the Board of
Directors is required to make any determination to issue such stock
based on its judgment as to the best interests of the stockholders
of the Company, the Board of Directors could act in a manner that
would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in
their best interests or in which stockholders might receive a
premium for their stock over the then market price of such stock.
The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or stock exchange rules.
The Company has no present plans to issue any Preferred Stock.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's
revenues and earnings, if any, capital requirements and financial
conditions. The payment of dividends, if any, will be within the
discretion of the Company's Board of Directors. The Company
presently intends to retain all earnings, if any, for use in its
business operations and accordingly, the Board of Directors does not
anticipate declaring any dividends prior to a business combination.
GLOSSARY
"Blank Check" Company As defined in Section 7(b)(3) of the
Securities Act, a "blank check" company is a
development stage company that has no
specific business plan or purpose or has
indicated that its business plan is to
engage in a merger or acquisition with an
unidentified company or companies and is
issuing "penny stock" securities as defined
in Rule 3a51-1 of the Exchange Act.
The Company Barhill Acquisition Corporation, the company
whose common stock is the subject of this
registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
"Penny Stock" Security As defined in Rule 3a51-1 of the Exchange
Act, a "penny stock" security is any equity
security other than a security (i) that is a
reported security (ii) that is issued by an
investment company (iii) that is a put or
call issued by the Option Clearing
Corporation (iv) that has a price of $5.00
or more (except for purposes of Rule 419 of
the Securities Act) (v) that is registered
on a national securities exchange (vi) that
is authorized for quotation on the Nasdaq
Stock Market, unless other provisions of
Rule 3a51-1 are not satisfied, or (vii) that
is issued by an issuer with (a) net tangible
assets in excess of $2,000,000, if in
continuous operation for more than three
years or $5,000,000 if in operation for less
than three years or (b) average revenue of
at least $6,000,000 for the last three years.
Pierce Mill
Associates Pierce Mill Associates, Inc., a
private company owned by management of
the Company. Pierce Mill Associates
provides services for Cassidy &
Associates, particularly in regard to
locating private companies which may
wish to go public, and acts as an
initial shareholder in certain
companies formed by Cassidy & Associates.
Securities Act The Securities Act of 1933, as amended.
Small Business Issuer As defined in Rule 12b-2 of the Exchange
Act, a "Small Business Issuer" is an entity
(i) which has revenues of less than
$25,000,000 (ii) whose public float (the
outstanding securities not held by
affiliates) has a value of less than
$25,000,000 (iii) which is a United States
or Canadian issuer (iv) which is not an
Investment Company and (v) if a
majority-owned subsidiary, whose parent
corporation is also a small business issuer.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(A) MARKET PRICE. There is no trading market for the
Company's Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will
ever develop or, if such a market does develop, that it will
continue.
The Securities and Exchange Commission has adopted Rule 15g-9
which establishes the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information
and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or
dealer must also deliver, prior to any transaction in a penny stock,
a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination and (ii) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.
In order to qualify for listing on the Nasdaq SmallCap Market,
a company must have at least (i) net tangible assets of $4,000,000
or market capitalization of $50,000,000 or net income for two of the
last three years of $750,000; (ii) public float of 1,000,000 shares
with a market value of $5,000,000; (iii) a bid price of $4.00; (iv)
three market makers; (v) 300 shareholders and (vi) an operating
history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for
two of the last three years of $500,000; (ii) a public float of
500,000 shares with a market value of $1,000,000; (iii) a bid price
of $1.00; (iv) two market makers; and (v) 300 shareholders.
If, after a merger or acquisition, the Company does not meet
the qualifications for listing on the Nasdaq SmallCap Market, the
Company's securities may be traded in the over-the-counter ("OTC")
market. The OTC market differs from national and regional stock
exchanges in that it (1) is not sited in a single location but
operates through communication of bids, offers and confirmations
between broker-dealers and (2) securities admitted to quotation are
offered by one or more broker-dealers rather than the "specialist"
common to stock exchanges. The Company may apply for listing on
the NASD OTC Bulletin Board or may offer its securities in what are
commonly referred to as the "pink sheets" of the National Quotation
Bureau, Inc. To qualify for listing on the NASD OTC Bulletin Board,
an equity security must have one registered broker-dealer, known as
the market maker, willing to list bid or sale quotations and to
sponsor the company for listing on the Bulletin Board.
If the Company is unable initially to satisfy the requirements
for quotation on the Nasdaq SmallCap Market or becomes unable to
satisfy the requirements for continued quotation thereon, and
trading, if any, is conducted in the OTC market, a shareholder may
find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's securities.
(B) HOLDERS. There are two holders of the Company's Common
Stock. On June 9, 1998, the Company issued 5,000,000 of its Common
Shares to these shareholders for cash at $.0001 per share for a
total price of $500. The issued and outstanding shares of the
Company's Common Stock were issued in accordance with the exemptions
from registration afforded by Sections 3(b) and 4(2) of the
Securities Act of 1933 and Rules 506 and 701 promulgated thereunder.
(C) DIVIDENDS. The Company has not paid any dividends to
date, and has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the
Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation
and there are no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold securities
which were not registered as follows:
Date Name Number of Shares Consideration
June 9, 1998 Pierce Mill 4,250,000 $425
Associates, Inc.(1)
June 9, 1998 Cassidy & Associates(2) 750,000 $75
________
(1) Mr. Cassidy, the president and sole director of the
Company, is the sole director and shareholder of Pierce Mill
Associates, Inc. and is therefore considered to be the beneficial
owner of the common stock of the Company issued to Pierce Mill
Associates, Inc. With respect to the sales made to Pierce Mill
Associates, Inc., the Company relied on Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 promulgated
thereunder.
(2) Mr. Cassidy is a principal of Cassidy & Associates, a
Washington, D.C. securities law firm, and is therefore considered to
be the beneficial owner of the common stock of the Company issued to
Cassidy & Associates. With respect to the sales made to Cassidy &
Associates, the Company relied upon Section 3(b) of the Securities
Act of 1933, as amended and Rule 701 promulgated thereunder.
The shareholders of the Company have executed and delivered a
"lock-up" letter agreement which provides that such shareholders
shall not sell the securities except in connection with or following
the consummation of a merger or acquisition. Further, each
shareholder has placed its stock certificates with the Company until
such time. Any liquidation by the current shareholders after the
release from the "lock-up" selling limitation period may have a
depressive effect upon the trading price of the Company's securities
in any future market which may develop.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware provides that a Delaware corporation has the power, under
specified circumstances, to indemnify its directors, officers,
employees and agents, against expenses incurred in any action, suit
or proceeding. The Certificate of Incorporation and the By-laws of
the Company provide for indemnification of directors and officers to
the fullest extent permitted by the General Corporation Law of the
State of Delaware.
The General Corporation Law of the State of Delaware provides
that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such a
provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS,
OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
PART F/S
FINANCIAL STATEMENTS.
Attached are audited financial statements for the Company for
the period ended June 10, 1998. The following financial statements
are attached to this report and filed as a part thereof.
1) Table of Contents - Financial Statements
2) Independent Auditors' Report
3) Balance Sheet as of June 10, 1998
4) Notes to Balance Sheet as of June 10, 1998
INDEX TO FINANCIAL STATEMENTS
BARHILL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
Independent Auditors' Report F-1
Balance Sheet as of June 10, 1998 F-2
Notes to Balance Sheet as of June 10, 1998 F-3, F-4
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Barhill Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Barhill
Acquisition Corporation (a development stage company) as of June 10,
1998. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion
on this financial statement based on our audit.
We conducted our 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
balance sheet is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the balance sheet referred to above presents fairly
in all material respects, the financial position of Barhill
Acquisition Corporation (a development stage company) as of June 10,
1998, in conformity with generally accepted accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
June 12, 1998
BARHILL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JUNE 10, 1998
ASSETS
Cash $ 500
Organization cost 75
_____
TOTAL ASSETS $ 575
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding
Common Stock, $.0001 par value, 100 million
shares authorized 5,000,000 issued and
outstanding 500
Capital in excess of par 75
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 575
See accompanying notes to balance sheet.
F-2
BARHILL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JUNE 10, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Barhill Acquisition Corporation (a development stage
company)(the "Company") was incorporated in Delaware on
June 2, 1998 to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private
business. At June 10, 1998, the Company had not yet
commenced any formal business operations, and all
activity to date relates to the Company's formation and
proposed fund raising. The Company's fiscal year end is
December 31.
The Company's ability to commence operations is
contingent upon its ability to identify a prospective
target business and raise the capital it will require
through the issuance of equity securities, debt
securities, bank borrowings or a combination thereof.
B. Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from
those estimates.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of
preferred stock at $.000l par value, with such
designations, voting and other rights and preferences as
may be determined from time to time by the Board of
Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of
common stock at $.000l par value. The Company issued
4,250,000 and 750,000 shares to Pierce Mill Associates,
Inc. and Cassidy & Associates, respectively.
NOTE 3 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a
director of the Company who also owns 100% of the
outstanding stock of Pierce Mill Associates, Inc. The
same party is also the controlling owner of Cassidy &
Associates.
PART III
ITEM 1. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
(2) Articles of Incorporation and By-laws:
2.1** Certificate of Incorporation
2.2** By-Laws
(3) Instruments Defining the Rights of Holders
3.1** Lock-Up Agreement with Pierce Mill Associates
3.2** Lock-Up Agreement with Cassidy & Associates
(10)(a) Consents - Experts
10.1** Consent of Accountants
____________
** Previously Filed
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the Registrant caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.
BARHILL ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, Director and President
September 24, 1998
