FORM 10-K-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-25891
MARKETCENTRAL.NET CORP.
formerly, All American Consultant Aircraft, Inc.
formerly, Great American Leasing, Inc.
Nevada 76-0270330
(Jurisdiction of Incorporation) (IRS Number)
300 Mercer Street, Suite 26J, New York, NY 10003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 979-0805
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 4,127,932
Yes[X] No[] (Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.)
[] (Indicate by check mark whether if disclosure of delinquent filers
('229.405) is not and will not to the best of Registrant's knowledge be
contained herein, in definitive proxy or information statements incorporated
herein by reference or any amendment hereto.)
As of 12/31/99 the aggregate number of shares held by non-affiliates was
approximately 3,134,416 shares.
As of December 31, 1999, the number of shares outstanding of the Registrant's
Common Stock was 4,127,932.
Exhibit Index is found on page 22
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PART I
INTRODUCTION
Our 1934 Act registration statement was voluntarily filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, in order to comply with
the requirements of National Association of Securities Dealers for continued
quotation on the Over the Counter Bulletin Board, often called "OTCBB". Our
common stock is presently quoted on the OTCBB. The requirements of the OTCBB are
that the financial statements and information about our company be reported
periodically to the Commission and be and become information that the public can
access easily. This company wishes to report and provide disclosure voluntarily,
and will file periodic reports in the event that its obligation to file such
reports is excused or suspended under the Exchange Act.
ITEM 1. DESCRIPTION OF BUSINESS
(A) HISTORICAL INFORMATION.
(1) CORPORATE NAME. This Corporation MarketCentral.net Corp. (sometimes
hereinafter referred to as the "Registrant", "Company" or the "Issuer"),
formerly All American Consultant Aircraft, Inc. was first incorporated in the
State of Texas on December 28, 1988 as Great American Leasing, Inc. The first
name change occurred on or about March 21, 1997. The most recent and current
name change occurred on or about March 1, 1999. MarketCentral.Net Corp. is also
the name of this Registrant's wholly-owned Delaware subsidiary. Please note the
subtle difference in the spelling of the two corporate names.
(2) SECURITY ORGANIZATION. On December 28, 1988 the Registrant made its initial
issuance of 180,000 Common Shares for organizational services of $1,000. On or
about April 8, 1997, the Registrant made a Limited Offering, pursuant to
Regulation D, Rule 504, as promulgated by the Securities and Exchange
Commission, pursuant to the Securities Act of 1933 ("the Act"). The Offering
closed on May 8, 1997, 100,000 shares having been placed at $1.00 per share. On
or about May 22, 1998, the Registrant made a Limited Offering, pursuant to Rule
504. The Offering closed on May 22, 1998, 2,900 shares having been placed at
$1.00 per share. On or about July 1, 1998, the Registrant made a Limited
Offering, pursuant to Regulation D, Rule 504. The Offering closed on July 1,
1998, 84,000 shares having been placed at $0.10 per share. As a result of the
foregoing the Registrant had 366,900 shares issued and outstanding. On or about
January 5, 1999, the Registrant placed an additional 1,600,000 shares at $0.025
per share, also pursuant to Regulation D, Rule 504, with the resulting total
1,966,900 issued and outstanding. On or about February 21, 1999 the Registrant
agreed to issue and reserved for issuance 2,025,000 shares pursuant to '4(2) of
the Act, in reliance on Rule 145, to the shareholders of the acquired
corporation in exchange for shares of that target corporation, for the
reorganization and acquisition of MarketCentral.Net Corp. a Delaware
corporation. Rule 145 provides that securities issued in exchange for securities
of an acquired corporation are new securities, subject to '5 of the 1933 Act,
and eliminates the former "no-sale" doctrine. It then provides a safe harbor for
such issuance to the effect that such securities be deemed issued pursuant to
'4(2) of the Act, and are, accordingly, restricted securities, as defined by
Rule 144(a), issued for investment and not for resale. On March 1, 1999 the
Registrant changed its name to its present name which is that of its acquired
business.
As more fully described later in this registration statement, this
Registrant, then All American Consultant Aircraft acquired the target company
MarketCentral.Net Corp. in a reverse acquisition. A reverse acquisition is the
acquisition of a private company by a public company, by which the private
company's shareholders acquired control of the public company. At the time of
the reverse acquisition the Registrant was a development stage registrant with
no significant assets, liabilities or business or financial resources. Such an
issuer is sometimes called a "shell company". The target company, also in the
development stage, was a private corporation with an active business and some
initial operations.
On October 18, 1999, 23,781 shares were issued to William Stocker for
legal services rendered. These shares were issued at a value of $1.50 per share
and have been duly registered pursuant to Section 5 of the Securities Act of
1933 by filing of a S-8 Registration Statement. On November 12, 1999, 100,000
shares of stock were issued to G. Richard Eackle as compensation for consulting
services rendered pursuant to Section 4(2) of the Act and are restricted
securities as defined by Rule 144(a). As a result of the foregoing issuances,
the Registrant had 4,127,932 shares outstanding at December 31, 1999.
For financial reporting purposes only the Registrant's auditors have
accounted for the issuance of 56,014 additional shares at $5.57 per share of
restricted securities pursuant to Section 4(2) of the Act. These shares had not
in fact been issued at December 31, 1999 and are not reflected in the reported
number of outstanding shares of common stock on that date.
This Registrant is presently committed to the development of the business
of its acquired business. While this Registrant is continuously interested in
opportunities for direct acquisition of other assets which may have synergy with
its existing developmental projects, this Registrant may no longer be used as a
vehicle for a further reverse acquisition, and is no longer a Ashell company@ by
reason of it acquisition of MarketCentral.net Corp.
(B) THE REORGANIZATION.
The purpose of the acquisition of MarketCentral.Net Corp. by All American
Consultant Aircraft (this Registrant) was to effect a business combination for
the benefit of shareholders, by the acquisition for stock of an attractive
business in development stage.
MarketCentral.net Corp., a private New York Corporation merged with and
into MarketCentral.Net Corp., a newly formed private Delaware Corporation;
following which merger of the target company, this Registrant, having changed
its name to MarketCentral.net Corp. (the public Texas Corporation), acquired the
Delaware company as a wholly-owned subsidiary.
J. Dan Sifford having resigned as Director and President, and Mr.
Yakimishyn having assumed the Presidency of the Corporation as Sole Interim
Officer and Director, and a Majority Shareholder Action having been taken, and
Gerald Yakimishyn, Roy Spectorman, and Jerry Kaplan having been elected
Directors. The acquisition and reorganization was accomplished in the following
manner:
(i) That certain Merger Agreement and Plan of Acquisition and
Reorganization, dated February 5, 1999, was ratified, approved and adopted.
(ii) The Officers were empowered and Directed to change the name of this
Texas Corporation (All American Consultant Aircraft, Inc.) to MarketCentral.net
Corp.
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(iii) The agreement, by which Meridian Mercantile, Inc. would employ its
best efforts to raise a minimum of $3,000,000 of capital for the reorganized
corporation following the subsidiary merger, was ratified, approved and adopted.
(iv) The "Meridian Mercantile, Inc. Subscription Agreement" for the
purchase of an aggregate of up to 56,014 shares of All American Common Stock
over a 24 month period at a purchase price of $5.57 per share pursuant to the
terms thereof, as set forth on Schedule 1.3(vi) of Merger Agreement was
ratified, approved and adopted.
(v) The granting of an aggregate of 400,000 five-year options to purchase
All American Common Stock at an exercise price equal to Five Dollars U.S.
($5.00) per share, in favor of certain persons as set forth on Schedule 1.3(vi)
of Merger Agreement, was ratified, approved and adopted.
(C) SUMMARY OF SIGNIFICANT EVENTS FOLLOWING REORGANIZATIONS.
(D) THE BUSINESS OF REGISTRANT AND ITS SUBSIDIARIES. The web site acquired by
the Registrant has been on-line since March of 1997, before the private
incorporation of MarketCentral.net Corp., the original private New York
Corporation, and before the acquisition by this Registrant. The operation began
as a partnership until its incorporation in New York.
(1) PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS. MarketCentral.net
Corp. provides financial products and services on the World Wide Web on a web
site located at (http://www.marketcentral.net). The site provides comprehensive
investment tools for the individual investor including investment newsletters,
timely financial news and information, mutual fund information, World Markets, a
proprietary investment guide, MarketCentral.net Corp.'s own newsletter, online
investment bookstore, chat rooms, contests and a full service shopping mall. The
mall includes such brand names as Avon, Brookstone, Music Boulevard, Reel.com,
Fashionmall.com, FAO Schwartz, E-Toys and Swiss Army Depot.
MarketCentral.net Corp. is currently earning nominal revenues, primarily
from the sale of advertising on its web site. Revenues of $1,149 were earned for
the three months ended March 31, 1999. The Company expects to earn additional
revenues through a variety of means, including sales of advertising to other
financial sites and financial services firms, through affiliate agreements
providing overrides on products and services sold through MarketCentral.net
Corp. and from sales from our bookstore affiliation with Traders Press. In
addition, the Market Mall consists of numerous stores that MarketCentral.net
Corp. has entered into affiliate agreements with. Each of those stores will pay
MarketCentral.net Corp. a commission on the sales generated through the
MarketCentral.net Corp. site. MarketCentral.net Corp. will also be developing a
Financial Newsletter in the next year that will be a paid subscription
newsletter. The newsletter will be marketed to current MarketCentral.net Corp.
members and throughout various online outlets on the internet.
Current revenues are nominal but are expected to increase as site traffic
increases. This will most likely occur as a result of additional promotion and
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advertising efforts to build traffic levels on the MarketCentral.net Corp. site.
The Company expects to seek additional capital through a secondary financial
offering expected to occur within the next 12 months, to fund the site expansion
and promotion, and to sustain the company during the period, until profitability
is achieved.
(2) DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES. MarketCentral.net
Corp. began aggressively promoting the web site through a variety of online and
traditional media sources at the end of the first quarter of 1999. Currently,
the Registrant is adding to content and receiving numerous offers to join
affiliate commission programs. The Registrant expects revenues to increase as a
result of additional traffic to the MarketCentral.net Corp. site. This will
occur mainly as a result of an aggressive promotional campaign funded through a
secondary financing. The Registrant expects such funding to be accomplished
within the next 12 months.
MarketCentral.net has received numerous industry awards for valuable
content, superior website design and excellent navigational features including
Snap.com Editors Designation. The site is designed to appeal to an upscale
audience of investors and consumers looking for financial information,
investment products and related services. MarketCentral.net Corp. expects to use
the funds from secondary financing to create a World Class internet site
featuring the finest investment information and tools available to the
individual investor. The site will feature state-of-the-art E-commerce
throughout the site and in the Market Mall. MarketCentral.net Corp. appeals to
well established advertisers looking to reach the upscale audience of investors
and consumers who are attracted to MarketCentral.net's content and exciting
format.
The Company will reach its potential audience of investors and income
consumers by promoting its site via publications with demographics similar to
its own market target, as well as engaging in reciprocal beneficial business
venues. The Company's public relations will be geared towards contacting editors
of publications interested in the Company's unique site. Advertising efforts
will be focused on those publications which will reach the highest concentration
of investors and upscale consumers. The Company has also launched an affiliate
program for other commercial sites to display the MarketCentral.net Corp.
banner.
(3) STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE.
MarketCentral.net Corp. also owns and is developing SportCentral.net and
WeatherCentral.net. The Registrant expects to develop SportsCentral.net and
WeatherCentral.net over the next 12 months. Revenues are expected to begin
shortly thereafter as the Company completes a secondary financing. The
Registrant anticipates the cost to develop these sites at $10,000.00 per site,
to be funded by Meridian Mercantile Corp.'s Level One funding, Revenues will
be derived from advertising sales and merchandise
sales from affiliate sports and related programs. It is also expected that
traffic generated from SportsCentral.net and WeatherCentral.net will benefit
MarketCentral.net Corp. Mall and Financial Products and Services for sale
through our referral of visitors from these related sites to the
MarketCentral.net Corp. financial site.
(E) FINANCING PLANS. For more information, please see Item 6 of Part II,
Management's Discussion and Analysis.
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(F) GOVERNMENT REGULATION. There are currently few laws or regulations that
specifically regulate communications or commerce on the Web. However, laws and
regulations may be adopted in the future that address issues such as user
privacy, pricing, and the characteristics and quality of products and services.
It may take years to determine the extent to which existing laws relating to
issues such as property ownership, libel and personal privacy are applicable to
the Web. Any new laws or regulations relating to the Web could adversely affect
the Companys business.
(G) COMPETITION. Competition amongst companies providing business and related
information on the internet is intense and may be expected to intensify.
Management, in relying to some extent on others, cannot control the ultimate
result of the venture or assure itself or its investors that the project will be
successful. There are many financial services sites on the internet. Some
provide primarily financial data or promote a specific company while there are
other sites that promote products or services such as a newsletters, investment
software or brokerage services. The MarketCentral.net web site's primary focus
is as a gateway site to these other financial services sites. While the
Registrant's financial information is comprehensive, its audience will be able
to reach many of the other quality sites through the MarketCentral.net web site.
Many of the other financial sites will want to reach MarketCentral.net Corp.'s
audience and will advertise on the MarketCentral.net web site and want this web
site to be a reseller of their products and services. The MarketCentral.net web
site has also broadened the scope of a financial services site by adding a
comprehensive Information Services Area to include entertainment, travel,
reference, etc. and a full service shopping mall called the Market Mall. The
MarketCentral.net web site also features "live" chat rooms and an extensive
contest area adding to the entertainment value of MarketCentral.net web site.
Therefore, the MarketCentral.net web site is designed to inform, educate and
entertain its visitors. In the event the markets fall for an extended period,
the Registrant believes that its web site will continue to attract visitors.
Other highly specialized sites that are limited to only highly specialized
financial information will not continue to attract the same number of visitors
as weak markets lessen the number of individuals interested in investment
information. The MarketCentral.net web site presents financial information that
is both useful and easy to understand for all levels of investor sophistication.
Many of the competing financial services sites are beginning to charge a
fee for information and services. Because the Registrant is focusing on
advertising revenues rather than subscriptions, the Registrant expects to be
able to keep the MarketCentral.net web site a free site and thus remain
extremely competitive on a price basis. The Registrant is in development of a
proprietary financial newsletter and investment guide that will be promotable
throughout the internet and which will be a pay-for-subscription newsletter. The
newsletter will be an interactive, easy to understand, comprehensive guide to
investing. The investment guide will be an adjunct to the newsletter explaining
all the key concepts and market strategies used in the newsletter. This product,
in addition to the free site will broaden MarketCentral.net Corp.'s revenue base
without limiting the number of visitors coming to the MarketCentral.net web
site. Because the MarketCentral.net web site is a gateway site, many other sites
are willing to have the MarketCentral.net web site link to their content for
free as the Registrant's site brings the other sites additional traffic. The
Registrant has attracted other newsletter writers to provide content to the
MarketCentral.net web site including noted financial analyst Rick Eakle,
Investors Diary, Go2Net's Daily Stock Report and Bob Bose's Weekly Market
Updates, among others. MarketCentral.net Corp. also made arrangements with
impressive financial information sources including Zacks for free research,
BigCharts for free quotes and charts, Vector Vest for free stock analysis and
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Reuters for market news. Some of these sources have also contracted the
Registrant to either sell their products or advertise on the MarketCentral.net
site. As the Registrant grows in popularity it will be able to expand the
information provided from third party sources and increase its revenue potential
by selling additional products, services and advertising to these companies.
MarketCentral.net Corp. has spent considerable time and effort designing
the site for ease of use and navigation. Because the MarketCentral.net web site
is comprehensive, the format and design of the site is a significant
accomplishment allowing investors to easily go from one MarketCentral.net web
site area to any other MarketCentral.net web site area easily and conveniently.
All MarketCentral.net web site key areas contain full toolbars and other
navigational tools that are attractive and helpful to all internet users.
Overall, MarketCentral.net web site will become the first place to visit for
many investors looking for financial information on the internet. The
Information Services area features links to the best quotes and news, investment
information, personal financial and small business sites on the internet, all of
which gives investors a convenient array of information in one location within
the MarketCentral.net web site. The site's easy to understand format, free and
comprehensive information, educational content, investment bookstore and easy
access to other financial sites makes MarketCentral.net web site a valuable
resource on the internet.
MarketCentral.net Corp. has registered the use of the URL designations
SportsCentral.net and WeatherCentral.net. There is a natural synergy between
financial, sports and weather news. The Registrant plans to develop the three
sites and incorporate them into a main site at some future time. This will
increase the depth and marketability of the MarketCentral.net web site
(H) PLANNED ACQUISITIONS. There are no planned acquisitions.
(I) EMPLOYEES.
None.
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ITEM 2. DESCRIPTION OF PROPERTY.
The Registrant has no property and enjoys the non-exclusive use of offices
and telephone of its officers and attorneys. This Registrant's principal offices
are located at 300 Mercer Street, Suite 26J, New York NY 10003. Its telephone
number is (212) 979-0805.
ITEM 3. LEGAL PROCEEDINGS.
There are no legal proceedings pending against the Company, as of the
preparation of this Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
MarketCentral.net Corp., a private New York Corporation merged with and
into MarketCentral.Net Corp., a newly formed private Delaware Corporation;
following which merger of the target company, this Registrant, having changed
its name to MarketCentral.net Corp. (the public Texas Corporation), acquired the
Delaware company as a wholly-owned subsidiary.
J. Dan Sifford having resigned as Director and President, and Mr.
Yakimishyn having assumed the Presidency of the Corporation as Sole Interim
Officer and Director, and a Majority Shareholder Action having been taken, and
Gerald Yakimishyn, Roy Spectorman, and Jerry Kaplan having been elected
Directors. The acquisition and reorganization was accomplished in the following
manner:
(i) That certain Merger Agreement and Plan of Acquisition and
Reorganization, dated February 5, 1999, was ratified, approved and adopted.
(ii) The Officers were empowered and Directed to change the name of this
Texas Corporation (All American Consultant Aircraft, Inc.) to MarketCentral.net
Corp.
(iii) The agreement, by which Meridian Mercantile, Inc. would employ its
best efforts to raise a minimum of $3,000,000 of capital for the reorganized
corporation following the subsidiary merger, was ratified, approved and adopted.
(iv) The "Meridian Mercantile, Inc. Subscription Agreement" for the
purchase of an aggregate of up to 56,014 shares of All American Common Stock
over a 24 month period at a purchase price of $5.57 per share pursuant to the
terms thereof, as set forth on Schedule 1.3(vi) of Merger Agreement was
ratified, approved and adopted.
(v) The granting of an aggregate of 400,000 five-year options to purchase
All American Common Stock at an exercise price equal to Five Dollars U.S.
($5.00) per share, in favor of certain persons as set forth on Schedule 1.3(vi)
of Merger Agreement, was ratified, approved and adopted.
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The issuances by series referred to previously are displayed in the
following table. The reference to Series of Common Stock is for descriptive
purposes only.
<TABLE>
<CAPTION>
<S> <C>
Series #/Exemption Issuances
- - -----------------------------------------
1. '4(2)
for services valued at $1,000 180,000
2. '504
April 18, 1997-May 8, 1997 100,000
*3. '504 2,900
May 22, 1998
4. '504 84,000
July 1, 1998
5. '504 1,600,000
January 5, 1999
6. '4(2) 2,025,000
for acquisition
7. S-8 Registration 36,032
October 17, 1999
8. Section 4(2) 100,000
November 12, 1999
Issued and Outstanding 4,127,932
============================== =========
</TABLE>
The Remainder of this Page is Intentionally left Blank
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.
(A) MARKET INFORMATION. The Company, has one class of securities, Common Voting
Equity Shares ("Common Stock"). The Company's Securities may be quoted in the
over-the-counter market, but there is a young, sporadic and potentially volatile
trading market for them. Quotations for, and transactions in the Securities, and
transactions are capable of rapid fluctuations, resulting from the influence of
supply and demand on relatively thin volume. There may be buyers at a time when
there are no sellers, and sellers when there are no buyers, resulting in
significant variations of bid and ask quotations by market-making dealers,
attempting to adjust changes in demand and supply. A young market is also
particularly vulnerable to short selling, sell orders by persons owning no
shares of stock, but intending to drive down the market price so as to purchase
the shares to be delivered at a price below the price at which the shares were
sold short.
(B) HOLDERS. Management calculates that the approximate number of holders of
the Company's Common Stock, as of December 31, 1999, was 94.
(C) DIVIDENDS. No cash dividends have been paid by the Company on its Common
Stock and no such payment is anticipated in the foreseeable future.
(D) SALES OF UNREGISTERED COMMON STOCK 1999.
On December 28, 1988 the Registrant made its initial issuance of 180,000 Common
Shares for organizational services of $1,000. On or about April 8, 1997, the
Registrant made a Limited Offering, pursuant to Regulation D, Rule 504, as
promulgated by the Securities and Exchange Commission, pursuant to the
Securities Act of 1933 ("the Act"). The Offering closed on May 8, 1997, 100,000
shares having been placed at $1.00 per share. On or about May 22, 1998, the
Registrant made a Limited Offering, pursuant to Rule 504. The Offering closed on
May 22, 1998, 2,900 shares having been placed at $1.00 per share. On or about
July 1, 1998, the Registrant made a Limited Offering, pursuant to Regulation D,
Rule 504. The Offering closed on July 1, 1998, 84,000 shares having been placed
at $0.10 per share. As a result of the foregoing the Registrant had 366,900
shares issued and outstanding. On or about January 5, 1999, the Registrant
placed an additional 1,600,000 shares at $0.025 per share, also pursuant to
Regulation D, Rule 504, with the resulting total 1,966,900 issued and
outstanding. On or about February 21, 1999 the Registrant agreed to issue and
reserved for issuance 2,025,000 shares pursuant to '4(2) of the Act, in reliance
on Rule 145, to the shareholders of the acquired corporation in exchange for
shares of that target corporation, for the reorganization and acquisition of
MarketCentral.Net Corp. a Delaware corporation. Rule 145 provides that
securities issued in exchange for securities of an acquired corporation are new
securities, subject to '5 of the 1933 Act, and eliminates the former "no-sale"
doctrine. It then provides a safe harbor for such issuance to the effect that
such securities be deemed issued pursuant to '4(2) of the Act, and are,
accordingly, restricted securities, as defined by Rule 144(a), issued for
investment and not for resale. On March 1, 1999 the Registrant changed its name
to its present name which is that of its acquired business.
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As more fully described later in this registration statement, this
Registrant, then All American Consultant Aircraft acquired the target company
MarketCentral.Net Corp. in a reverse acquisition. A reverse acquisition is the
acquisition of a private company by a public company, by which the private
company's shareholders acquired control of the public company. At the time of
the reverse acquisition the Registrant was a development stage registrant with
no significant assets, liabilities or business or financial resources. Such an
issuer is sometimes called a "shell company". The target company, also in the
development stage, was a private corporation with an active business and some
initial operations.
On November 12, 1999, 100,000 shares of stock were issued to G. Richard
Eackle as compensation for consulting services rendered pursuant to Section 4(2)
of the Act and are restricted securities as defined by Rule 144(a). As a result
of the foregoing issuances, the Registrant had 4,127,932 shares outstanding at
December 31, 1999.
For financial reporting purposes only the Registrant's auditors have
accounted for the issuance of 56,014 additional shares at $5.57 per share of
restricted securities pursuant to Section 4(2) of the Act. These shares had not
in fact been issued at December 31, 1999 and are not reflected in the reported
number of outstanding shares of common stock on that date.
(E) MARKET INFORMATION.
Our Common Stock is quoted Over-the-Counter on the Bulletin Board (AOTCBB@). The
Company's trading symbol is MKTS. Based upon standard reporting sources, the
following information is provided:
<TABLE>
<CAPTION>
<S> <C> <C>
period high bid low bid
1st 1999 7.00 3.75
2nd 1999 10.50 1.75
3rd 1999 5.00 1.00
4th 1999 10.00 1.00
======== ======== =======
</TABLE>
The foregoing price information is based upon inter-dealer prices without
retail mark-up, mark-down or commissions and may not reflect actual
transactions.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
There can be no assurance that the Registrant will not exhaust its
present cash before the end of calendar year 1999. The Registrant has divided
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its cash requirement into two levels. Level One, the basic operational level is
provided by an agreement and subscription receivable which funds the Registrant
a total of $312,000 at $13,000.00 monthly (note that the $13,000 monthly payment
is scheduled to be paid for a total of twenty-four months). This level of
funding is sufficient to keep the Registrant in operation for the next twelve
months This is the only firm commitment the Registrant has for funding. Meridian
Mercantile, an affiliate of the Registrant, has agreed to this funding, as
disclosed in Exhibit 6.1.
Level Two is the level of funding necessary for aggressive site
promotion and expansion and growth of the business. This level of funding must
be provided by secondary capital formation efforts. The Merger Agreement
mentions that the company will retain Meridian Mercantile to raise an additional
investment of a minimum of $3,000,000 on a best efforts basis, no agreement has
been reached as to the consideration to paid to Meridian for such performance.
Accordingly, no present reliance is placed upon that specific program.
The MarketCentral.net web site has received numerous industry awards
for valuable content, superior web site design and excellent navigational
features including the Snap.com Editors Designation. The site is designed to
appeal to an upscale audience of investors and consumers looking for financial
information, investment products and related services.
Level Two funding may be achieved by an offering of securities
pursuant to a 1933 Act Registered offering; or Level Two funding may be achieved
by limited offerings pursuant to Regulation D, Rules 505 and/or 506. The
Registrant believes that the Company's program is sufficiently promising to
attract the modest amounts of Level Two funding required. If successful, this
Level Two funding will provide ample cash to meet the requirements of the
business for expansion, growth and aggressive site promotion. However, there is
no assurance to be given that this additional financing will be completed.
MarketCentral.net Corp. expects to use the funds from secondary
financing to create a World Class internet site featuring the finest investment
information and tools available to the individual investor. The site will
feature state-of-the-art E-commerce throughout the site and in the Market Mall.
The Registrant believes that its MarketCentral.net web site appeals to well
established advertisers looking to reach the upscale audience of investors and
consumers who are attracted to the MarketCentral.net web site's content and
exciting format. MarketCentral.net Corp. plans to aggressively promote the site
throughout a variety of online and traditional media sources.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT.
MarketCentral.net Corp.'s online shopping mall, called the Market
Mall, can be promoted as a separate site and is unique in the content and
entertainment provided.
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT.
MarketCentral.net Corp. intends to build an internet based store to
sell its own proprietary products and services. Beyond the proprietary
newsletter and other investment products, the Registrant will sell novelty
items, gift items and other specialty items as they become available. The store
will be available for co-branding through other sites throughout the internet.
There is no assurance that the Registrant will be successful in any of these
endeavors. The Registrant has no other plans for the purchase or sale of
significant business plant or equipment.
11
<PAGE>
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES.
None at this time. It is forseeable over time that employees will be
needed. The number of employees that may be needed in the next twelve months is
speculative only at this time.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(B.1) FINANCIAL CONDITION. This small business Registrant's financial
condition is adequate for its present purposes, as discussed above, by
agreements to provide incremental funding over time. There is no apparent need
for additional funds or cash foreseeable at this time, to continue for the next
twelve months, provided that the Registrant's arrangements for funding proceed
as agreed and expected. The funding arrangements referred to are documented in
that certain stock subscription agreement attached as Exhibit 5 to Form 10-SB.
That agreement provides, in relevant part, that Meridian Mercantile, Inc., an
affiliate of the Registrant, subscribed for the purchase of 56,014 shares of
common stock in consideration of the sum of $312,000.00, payable on or before
two years from February 5, 1999, with a minimum payment of $13,000.00 per month
payable over 24 consecutive months.
(B.2) RESULTS OF OPERATION. This small business Registrant has had
limited significant operations to date. It has some small revenues from
advertising contracts and affiliate site arrangements. It is not presently
operating at or near a profitable level. Profitability will require aggressive
site promotion and growth of site-services offered to users. There is no
assurance that the Registrant will ever operate at or near a profitable level.
The Registrant Company has incurred expenses of $736,317 against revenues of
$14,296, in the twelve months covered by this Report, for a net loss of
$721,894, or $0.19 per share. The Registrant ended the year with a cash balance
of $9,705 compared to a cash balance of $20,130 for the period ending December
31, 1998.
The Registrant's auditors made the following statement in their
opinion: "The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has incurred substantial losses during the
development stage and is dependent upon financing to continue operations. These
factors raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in the
Note 9. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty." As expressed in Note 9 to the
financial statements, it is management's plan to raise additional capital and to
promote its website to profitable status.
(B.3) POSSIBLE ACQUISITION TARGET. This Registrant has cancelled
plans to acquire an on-line trading site, by joint-venture with, or possible
acquisition of, an existing provider. There are no other acquisitions being
discussed.
12
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.
Please see the Exhibit Index found on page 22 of this Report. The financial
statements listed therein, attached hereto and filed herewith are incorporated
herein by this reference as though fully set forth herein.
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
The Remainder of this Page is Intentionally left Blank
13
<PAGE>
PART III
ITEM 9.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following two persons first listed below are the Directors of Registrant,
having taken office from the inception of the target company, and having been
appointed to become Directors upon the reorganization of the Registrant by which
the target company was acquired. The present three Directors are to serve until
their successors might be elected or appointed, or until the next meeting of
shareholders, general or special, whichever occurs first. A third Officer is
identified in the following disclosure. Each of the Officers and Directors
listed below are significant shareholders of the Registrant, and presently serve
without compensation arrangements. (See Executive Compensation, and
Relationships and Transactions, in the succeeding items 6 and 7, of this Part.)
None of the current officers or directors receive any compensation but may
receive compensation in the future.
Roy Spectorman, age 48, MarketCentral's President and founder, will be
coordinating the efforts of the MarketCentral management team and will guide the
Registrant's implementation of its strategic plan. Mr. Spectorman has developed
the content of the MarketCentral Website, investment guide and newsletter. He
will be responsible for the newsletter and investment guide updates and will be
attempting to establish relationships and alliances within the financial
services industry. From 1989 until his founding of the Registrant, Mr.
Spectorman has served as President of New Horizons Asset Management Corporation
from 1989, a financial management consulting firm. Mr. Spectorman has over 20
years experience in the financial markets. Mr. Spectorman was President of
Environmental Life Products from 1986-1989. He was responsible for developing
the product line, creating marketing materials and building a sales
organization. Mr. Spectorman was Vice-President of Palace Industries from
1973-1986. He developed product lines for this textile manufacturer, managed a
sales organization and developed marketing strategies. Mr. Spectorman attended
Adelphi University from 1974-1976 where he received a Masters Degree in Business
Administration in Management and graduated Summa Cum Laude. He attended The
State University of New York at Stony Brook from 1968-1972 where he received a
B.A. in Liberal Arts.
Jerry Kaplan, age 52, MarketCentral's Vice-President-Operations, appointed
Secretary-Treasurer in November 1999, and one of its Directors, will be heading
the operations department. He will be responsible for credit card transactions,
computer technical support, product warehousing and shipping operations. Mr.
Kaplan has used, programmed and overseen several computer system installations
over the last thirty years, and brings a thorough understanding of their
workings, capabilities and limitations. Mr. Kaplan has been President of
Universal Chemicals, a privately held chemical distributor primarily selling
14
<PAGE>
water treatment chemicals since 1992. He has been in the chemical industry since
1970 when he joined Alden Leeds, Inc., a swimming pool chemical manufacturer.
His experience includes all phases of operating within the chemical industry,
including chemical manufacture, sales, distribution, labor relations, data
processing, accounting, and government regulations. Mr. Kaplan worked for IBM
from 1969 to 1970 as a computer operator, at the first Management Information
Systems (MIS) center in the U.S. He received in-house training from IBM in
computer operations, job control language and various computer programming
languages. Mr. Kaplan attended the University of Tampa between 1964 and 1966
where he majored in biology. He attended Hofstra University between 1966-1968
where he majored in business, with a minor in chemistry. Mr Kaplan devotes only
such time to the business of the Registrant as is necessary to perform his
duties as an officer and director.
Gerald Yakimishyn, age 46, was Secretary-Treasurer and Director until his
resignation prior to year-end 1999. He has a diverse background ranging from
hands-on, in-the-field mineral exploration experience, to leadership in
secondary-level industrial education for 14 years. He was a Surrey School
District administrator prior to his move into the private industry. Mr.
Yakimishyn was instrumental in the management and capitalization of Pierce
Mountain Resources, Carmelita Resources Limited and Meridian Mercantile, Inc., a
merchant banking organization; before joining Sino Pacific Development in 1996.
He became CEO and President of Sino Pacific Development in 1997. Mr. Yakimishyn
devotes only such time to the business of the Registrant as is necessary to
perform his duties as an officer and director. Mr. Yakimishyn's resignation was
effective November 17, 1999 at which time he chose to pursue other business
interests. Mr. Yakimishyn did not have any disagreements of any sort or kind
with the Registrant.
Peter J. Waters, is MarketCentral's Marketing Director [not a Director on
the Board of Directors] in charge of advertising sales and site promotion. From
1983 until present, Mr. Waters has been President of his own Marketing
Consulting firm specializing in implementing marketing/advertising programs for
the New York City real estate industry. He has successfully hired and managed a
sales organization and has been affiliated with Kenart Realty as Vice-President.
From 1981 to 1989 Mr. Waters served as President of Classic Trading Inc., an
Import/Export firm specializing in the marketing and distribution of industrial
products in the United States and Canada. Mr. Waters devotes only such time to
the business of the Registrant as is necessary to perform his duties as its
Marketing Director.
ITEM 10. EXECUTIVE COMPENSATION.
The Registrant's Officers and Directors serve without compensation at this time,
except that Roy Spectorman, the Registrant's president, receives indirect
compensation as explained hereinafter. No plan of compensation has been adopted
or is under consideration at this time. None of the Directors currently
receives, or has ever received, any salary from the Registrant in their
capacities as such, and none are expected to be compensated in their capacities
as such. No officers are expected to receive any compensation for their
services. No officers or directors are under an employment contract with the
Registrant. The Registrant has no retirement, pension, profit sharing, or
insurance or medical reimbursement plans.
Certain Management Options to acquire additional shares of common stock, at
an exercise price of $5.00 per share for five years from February 5, 1999, have
been contemplated for future grant to management as follows:
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Roy Spectorman 170,000
Jerry Kaplan 25,000
Peter Waters 50,000
Alan Kessler 5,000
Frank Evanshen 75,000
Gerald Yakimishyn 75,000
================= =======
</TABLE>
The options were issued pursuant to the exemption provided by '4(2) of the
Securities Act of 1933.
Please see Item 12. Certain Relationships and Related Transactions, for
indirect compensation of Roy Spectorman, in the amount of $9,000.00 per month,
by virtue of a Management Services Agreement with a consultant to the
Registrant, of which Mr. Spectorman is the President and beneficial owner.
16
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.
(1.) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. More than one person, entity or group
could be beneficially interested in the same securities, so that the total of
all percentages may accordingly exceed one hundred percent of some or any
classes. Please refer to explanatory notes if any, for clarification or
additional information. The Issuer has only one class of stock; namely Common
Stock.
(2.) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. More than one person, entity or group could be
beneficially interested in the same securities, so that the total of all
percentages may accordingly exceed one hundred percent of some or any classes.
Please note that the column "Attributed Shares" shows that certain shareholders
are related and that the shares of each are attributed to the others. This means
that each member of each group is treated as the owner of all of the shares of
that group, for purposes of determining the 5% threshold for disclosure, and the
10% threshold for affiliation. Please refer to explanatory notes for
clarification of the attribution of share ownership.
Table A following discloses the share ownership actually issued and the
attribution of shares among and between related shareholder family groups, (1)
the Yakimishyn group, and (2) the Evanshen group.
TABLE A
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name and Address of Beneficial Owner Actual % AttributedShares %
Shares
- - --------------------------------------------------------------------------------------------------
Roy Spectorman, President/Director 794,813 19.91 794,813
300 Mercer Street, Suite 26J
New York NY 1003
- - --------------------------------------------------------------------------------------------------
Gerald Yakimishyn (1) Secretary-Treasurer/Director 48,000 1.20 240,000 6.01
11270 Chalet Road
Sidney, B.C. Canada V8L 5M1
- - --------------------------------------------------------------------------------------------------
Jerry Kaplan Director 198,703 4.98 198,703
300 Mercer Street, Suite 26J
New York NY 1003
17
<PAGE>
- - --------------------------------------------------------------------------------------------------
Peter Waters Marketing And Site Promotion 389,813 9.77 389,813
300 Mercer Street, Suite 26J
New York NY 1003
- - --------------------------------------------------------------------------------------------------
Officers and Directors as a Group 1,431,329 35.86 1,623,329 40.67
- - --------------------------------------------------------------------------------------------------
G.S.M.Y. Developments Ltd. (1) 89,000 2.23
11270 Chalet Road
Sidney, B.C. Canada V8L 5M1
240,000 6.01
- - --------------------------------------------------------------------------------------------------
Sharon Yakimishyn (1) 55,000 1.38
11270 Chalet Road
Sidney, B.C. Canada V8L 5M1
- - --------------------------------------------------------------------------------
Troy Yakimishyn (1) 16,000 0.40
11270 Chalet Road
Sidney, B.C. Canada V8L 5M1
- - --------------------------------------------------------------------------------
Travis Yakimishyn (1) 15,500 0.39
11270 Chalet Road
Sidney, B.C. Canada V8L 5M1
- - --------------------------------------------------------------------------------
Alysha Yakimishyn (1) 16,500 0.41
11270 Chalet Road
Sidney, B.C. Canada V8L 5M1
- - --------------------------------------------------------------------------------
Frank Evanshen (2) 150,000 3.76
3710 Southridge Place
West Vancouver, B.C. Canada V7Y 3H8
501,875 12.57
- - --------------------------------------------------------------------------------
Molly Evanshen (2) 150,000 3.76
3710 Southridge Place
West Vancouver, B.C. Canada V7Y 3H8
- - --------------------------------------------------------------------------------
Meridian Mercantile Inc. (2) 100,000 2.51
#1407 - 650 W. Georgia Street
Vancouver, B.C. Canada V6B 4N7
- - --------------------------------------------------------------------------------
Adina Trowhill (2) 3,125 0.08
#106 - 2288 Marstrand Avenue
Vancouver, B.C. Canada V6K 4S9
- - --------------------------------------------------------------------------------
Sandra-Marie Hendrickson (2) 100,000 2.51
106 - 1230 Haro Street
Vancouver, B.C. Canada V6E 4J9
- - --------------------------------------------------------------------------------------------------
Total "Other 5% Owners" of the Issuer 695,125 17.41
- - --------------------------------------------------------------------------------------------------
Total Shares Issued and Outstanding 3,991,900 100.00 3,991,900 100.00
=================================================== ========= ======= ================ =======
</TABLE>
18
<PAGE>
(1) These shareholders ("the Yakimishyn Group") are a single family group.
Accordingly the shares of each are attributed to the other, and each is treated
as if he, she or it were the owner of all of the group's combined ownership, for
purposes of determining the percentage of ownership. Gerald Yakimishyn is an
affiliate of the Issuer. No single member of his family owns 5%, but the
combined ownership of the family is more than 6.7%. Accordingly, each member of
the family is disclosed as a 5% owner, and an effective affiliate of the Issuer,
by reason of such attribution of ownership. Accordingly, also, each member of
the family is disclosed as an affiliate of the Issuer, because Gerald Yakimishyn
is an Officer-Affiliate of the Issuer.
(2) These shareholders ("the Evanshen Group") are a single family group.
Accordingly the shares of each are attributed to the other, and each is treated
as if he, she or it were the owner of all of the group's combined ownership, for
purposes of deterring the percentage of ownership. No single member of his
family owns 5%, but the combined ownership of the family is more than 12.65%.
Accordingly, each member of the family is disclosed as a 10% owner, and an
effective affiliate of the Issuer, by reason of such attribution of ownership.
(3.) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Issuer.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
That certain stock subscription agreement attached as Exhibit 6.1 hereto,
provides, in relevant part, that Meridian Mercantile, Inc. ("Meridian"), an
affiliate of the Registrant, subscribed for the purchase of 56,014 shares of
common stock in consideration of the sum of $312,000.00, payable on or before
two years from February 5, 1999, with minimum payment of $13,000.00 per month
payable over 24 consecutive months. Meridian has also agreed to use its best
efforts to raise a minimum of an additional $3,000,000.00. In connection with
Meridian's financing efforts, the Registrant has agreed that Meridian's nominee
shall be entitled to one of three positions on the Board of Directors.
19
<PAGE>
In connection with its business activities, MarketCentral.net Corp.
utilizes a portion of the business, facilities, computers, telephone and office
supplies of New Horizons Asset Management Corp. ("New Horizons"), 300 Mercer
Street, Suite 26-J, New York NY 10003, and retains New Horizons as a management
consultant. Mr. Roy Spectorman is the President and beneficial owner of New
Horizons. For these considerations, MarketCentral.net Corp. has agreed to pay
New Horizons Inc. $9,000.00 per month. The Registrant as part of this Management
Services Agreement has also agreed in part to remit to same an additional
payment of $25,000 upon its receipt of funds in an equity or debt financing
transaction.
The Registrant has entered into a material contract with Media Communications,
Inc, to provide the Registrant with coordination and consultation of media
relations activities, for the monthly fee of $3,000.00.
The Registrant has entered into a material contract with Creative Web for
Web-Master services.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) FINANCIAL STATEMENTS. Please see Exhibit Index following.
(B) FORM 8-K REPORTS. None.
20
<PAGE>
- - --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- - --------------------------------------------------------------------------------
F-1 Audited Financial Statements for the years ended December 31, 1999 and1998
================================================================================
21
<PAGE>
SUPPLEMENTARY INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY
REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders.
22
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the individual capacities and on the date indicated.
MARKETCENTRAL.NET, CORP.
Formerly, All American Consultant aircraft, Inc.
Formerly, Great American Leasing, Inc.
Dated: March 30, 2000
/s/ /s/
Roy Spectorman Jerry Kaplan
President CEO/Director Director
23
<PAGE>
- - --------------------------------------------------------------------------------
EXHIBIT F-1
AUDITED FINANCIAL STATEMENTS
FOR YEARS ENDING DECEMBER 31, 1999
- - --------------------------------------------------------------------------------
24
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
MarketCentral.net Corp.
We have audited the accompanying consolidated balance sheets of
MarketCentral.net Corp. as of December 31, 1999 and 1998, and related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the year then ended. 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 audit. We did not audit the
accumulated amounts of stockholders' equity from inception December 28, 1988
through December 31, 1998, which includes an accumulated deficit as of December
31, 1998 of $1,687,144. Those amounts were audited by other auditors whose
report thereon has been furnished to us; and our opinion insofar as it relates
to those accumulated amounts is based solely on the report of the other
auditors.
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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amount 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 audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above presents fairly, in all material
respects, the financial position of MarketCentral.net Corp. and the results of
its operations and its cash flows for the year then ended in conformity with
general accepted accounting principles.
Date: March 1, 2000
Market Central. Net Corp.
A Subsidiary
(a development Stage Company)
Consolidated Balance Sheet
<TABLE>
<CAPTION>
<S> <C> <C>
1998
1999 Proforma-Unaudited
- - ------------------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 9,705 $ 20,130
Accounts receivable 626 0
Loan Receivable 0 20,000
Subscriptions Receivable 140,371 2,871
Total Current Assets 150,702 43,001
Software development costs
net of accumulated amortization
of $17,353 and $-0- in 1999 and
1998, respectively 69,411 86,764
$ 220,113 $ 129,765
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILTIES
Accounts Payable $ 103,737 $ 17,845
Accrued expenses Payable 17,097 0
Note Payable 84,231 53,478
205,065 71,323
Total current Liabilites
Stockholders Equity
Common stock, $0.0001 par value;
100,000,000 shares authorized;
4,183,914 and 3,991,900 issued and
outstanding in 1999 and 1998, respectively 419 399
Paid in Capital 2,423,667 1,745,187
Deficit accumulated during the
development stage (2,409,038) (1,687,144)
Total Stockholders' Equity 15,048 58,442
Total Liabilites and stockholders' Equity $ 220,113 $ 129,765
</TABLE>
See independent auditors' report and notes to consolidated
Financial statements.
25
<PAGE>
Market Central. Net Corp.
A Subsidiary
(a development Stage Company)
Consolidated Statement of Operations
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Year Ended For the Period
December 31, From Inception
1998 (December 28, 1998)
Proforma to December 31,
1999 Unaudited 1999
- - ------------------------------------------------------------------------------------
Revenue: $ 14,973 $ 0 $ 14,973
Operating expense:
General and administration
Expense 736,867 1,598,258 2,424,011
Net Loss $ 721,894 $1,598,258 $ 2,409,038
Net Loss Per Share (0.19) (4.94) 0.00
Weight average shares outstanding 3,779,820 323,692
</TABLE>
See independent auditors' report and notes to consolidated
Financial statements.
26
<PAGE>
Market Central. Net Corp.
A Subsidiary
(a development Stage Company)
Consolidated Statement of Stockholders' Equity
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Deficit
Accumulated
Common Stock Paid In During the
Shares Amount Capital Development Stage
- - --------------------------------------------------------------------------------------
Balance at Beginning of Development
Stage - December 28, 1988 0 $ 0 0 0
Shares issued for organizational
costs 180,000 18 982 0
Net Loss December 31, 1988-1996 0 0 0 (1,000)
Balance, December 31, 1996 180,000 18 982 (1,000)
April 8, 1997-Issued at $1.00
per share 100,000 10 99,990 0
Net Loss Decemeber 31, 1997 0 0 0 (87,886)
Balance, December 31, 1997 280,000 28 100,972 (88,886)
May 22, 1998-issued at $1.00
per share 2,900 1 2,899 0
July 1, 1998-issued at $.10
per share 84,000 8 8,392 0
Shares issued for cash and
services at $1.0 per share 1,600,000 160 1,599,840 0
Net Loss December 31, 1998 0 0 0 (1,598,258)
Balance, Decmber 31, 1998 1,966,900 197 1,712,103 (1,687,144)
February 1999 reorganizaation 2,025,000 202 33,084 0
Stock issued for professional
services rendered 36,000 4 53,996 0
Stock issued for subscription
stock 56,014 6 311,994 0
Stock issued for professional
services rendered 100,000 10 312,490 0
Net Loss December 31, 1999 0 0 0 (712,894)
Balance as of December 31, 1999 4,183,914 $ 419 2,423,667 (2,409,038)
</TABLE>
See independent auditors' report and notes to consolidated
Financial statements.
27
<PAGE>
Market Central. Net Corp.
A Subsidiary
(a development Stage Company)
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Year Ended For the Period
December 31, From Inception
1998 (December 28, 1998)
Proforma- to December 31,
1999 Unaudited 1999
- - ------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($721,894) ($1,598,258) ($2,409,038)
Depreciation and amortization
web site cost 17,353 0 17,353
Shares issued for services 366,500 1,560,000 1,927,500
(Increase) in accounts receivable (626) 0 (626)
Increase in accounts payable 85,892 17,845 103,737
Increase in accrued expenses 17,097 0 17,097
Net cash provided (used) by
operating activities (235,678) (20,413) (303,977)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in loan
receivable 20,000 (20,000) 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 30,753 0 30,753
Issuances of Common stock 174,500 48,429 322,929
Net cash provided by financing
activities 205,253 48,429 353,682
Net increase (decrease) in cash (10,425) 8,016 9,705
Cash, beginning of period 20,130 12,114 0
Cash, end of period $ 9,705 $ 20,130 $ 9,705
Interest Paid $ 0 $ 0 $ 0
Income taxes paid $ 0 $ 0 $ 0
</TABLE>
See independent auditors' report and notes to consolidated
Financial statements.
MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
December 31, 1999
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------
Nature of Business
--------------------
MarketCentral.net Corp. (formerly All American Consultant Aircraft,
Inc.) (the "Company") was incorporated in Texas. The Company's primary business
is an internet site featuring investment information and tools available to the
individual investor. The site features state-of-the-art e-commerce.
MarketCentral.net Corp.'s online shopping mall, called the Market Mall is
promoted as a separate site.
Basis of Consolidation
------------------------
The consolidated financial statements include the accounts of
MarketCentral.net. Corp., (formerly All American Consultant Aircraft, Inc.) and
its wholly-owned subsidiary, MarketCentral.Net Corp. All intercompany
transactions and balances have been eliminated.
Summary of Significant Accounting Policies
----------------------------------------------
Software development costs on the balance sheet represent capitalized
costs of design, configuration, installation and testing of the Company's
website up to its initial implementation. The asset is being amortized to
expense over its estimated useful life of 5 years using the straight line
method.
Ongoing website post-implementation costs of operation, including
training and application maintenance, are charged to expense as incurred.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the bases of certain assets and
liabilities for financial and tax reporting. The deferred taxes represent the
future tax return consequences of those differences, which will either be
taxable when the assets and liabilities are recovered or settled.
NOTE 2. REORGANIZATION
--------------
On February 5, 1999 a merger agreement and plan of acquisition and
reorganization was executed, having the following effects:
MarketCentral.net Corp. (a New York Corporation) was acquired by
MarketCentral.Net Corp. (a Delaware Corporation and a wholly-owned subsidiary of
All American Consultant Aircraft, Inc.). MarketCentral.Net Corp. continued as
the surviving corporation and MarketCentral.net Corp. ceased to exist.
7
28
<PAGE>
MarketCentral.Net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
December 31, 1999
NOTE 2. REORGANIZATION - continued
The shareholders of MarketCentral.net Corp. received 2,025,000
unregistered shares of All American Consultant Aircraft, Inc. in exchange for
their shares of MarketCentral.net Corp.
All American Consultant Aircraft, Inc. changed its name to
MarketCentral.net Corp. MarketCentral.Net Corp. remains a wholly-owned
subsidiary of MarketCentral.net Corp.
The reorganization was accounted for as a purchase at the book
value of MarketCentral.Net Corp. at December 31, 1998.
In the accompanying financial statements, proforma unaudited
presentations as of and for the year ended December 31, 1998 represent the
consolidated accounts of the companies as if the reorganization described above
had taken place on December 31, 1998.
NOTE 3. SERVICES COMPENSATION
----------------------
In 1999, Intrepid International LTD rendered financial services at a
fair value of $54,000 and was compensated by issuing 36,000 the Company's
restricted common stock.
An additional 100,000 shares of restricted common stock was issued to
a business consultant who rendered services to the Company and was recorded at
fair value. The value of the stock on the issued date (September 14, 1999) was
$3 1/8 per share.
NOTE. 4 TRANSACTIONS WITH RELATED PARTIES
------------------------------------
Subscription Receivable
------------------------
Meridian Mercantile, Inc. ("Meridian"), an affiliate of the Company,
subscribed for the purchase of 56,014 shares of common stock in consideration of
the sum of $312,000 payable on or before two years from February 5, 1999, with
minimum payment of $13,000 per month over 24 consecutive months. The balance of
this subscription as of December 31, 1999 is $137,500.
Note Payable
-------------
The Company has assumed a demand loan to one of its stockholders in
the amount of $53,478. The note bears interest at the rate of 7% per annum.
During 1999, an additional $30,753 advance was obtained from the stockholder and
interest was accrued on the entire balance in the amount of $4,725.
MarketCentral.Net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
December 31, 1999
NOTE 4. TRANSACTIONS WITH RELATED PARTIES -continued
------------------------------------------------
Management Consultant Fee
---------------------------
The Company utilized a portion of the business, facilities, computers,
telephone and office supplies of New Horizons Asset Management Corp. ("New
Horizons"), 300 Mercer Street, Suite 26-J, New York, New York 10003, and retains
New Horizons as a management consultant. The President and beneficial owner of
New Horizons is also the President of MarketCentral.Net Corp. MarketCentral.net
Corp. has agreed to pay New Horizons Inc. $9,000.00 per month.
MarketCentral.net Corp. has also agreed to remit to New Horizons an additional
payment of $25,000 upon its receipt of funds in an equity or debt financing
transaction.
NOTE 5. STOCK OPTIONS
--------------
In February 1999, the Company granted stock options to its key
directors, advisors and consultants to acquire up to total of 400,000 shares of
common stock at an exercise price of $5.00 per share and exercisable for a
period of five years from the date of grant. Additional options to purchase
160,000 shares of restricted common stock for certain consultant services were
granted at an exercise price of $5.00 per share for the 1st 40,000 shares; $7.50
per share for the 2nd 40,000 shares; $10.00 per share for the 3rd 40,000 shares;
$12.50 per share for the last 40,000 shares.
NOTE 6. CAPITAL STOCK
--------------
Each share of common stock is entitled to one vote.
NOTE 7. FINANCIAL INSTRUMENTS
----------------------
Current assets and liabilities are reported at their face amount
which, because of their short-term nature, approximates fair value.
NOTE 8. INCOME TAXES
-------------
No provision for income taxes has been recorded due to net operating
loss carryforwards totaling approximately $849,038 that will be offset against
future taxable income. Since the Company is in the development stage, no
provision for income taxes has been made.
Deferred tax assets and the valuation account is as follows at
December 31, 1999 and 1998.
December 31,
1999 1998
- - --------------------------------------------------------------
Deferred tax asset:
NOL carryforward $ 288,673 $ 43,288
Valuation allowance (288,673) (43,288)
--------- --------
Total $ - $ -
==============================================================
29
<PAGE>
MarketCentral.net Corp.
and Subsidiary
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements.
December 31, 1999
NOTE 9. GOING CONCERN MATTERS
-----------------------
The Company has incurred losses totalling $2,409,038 in the
development stage from inception (December 28, 1988) through December 31, 1999.
The company's website became operational in 1998. However, no significant
revenues have been generated.
It is management's plan to raise additional capital and to promote its
website to profitable status.
