<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
1st Amendment
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
VAN AMERICAN CAPITAL, LTD.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 91-1918742
------ ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8434 KREINER WAY, SANTEE, CA 92071
- --------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619)449-6798
- -------------
(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- -------------------------------- ---------------------------------
- -------------------------------- ---------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
-----------------------------
(TITLE OF CLASS)
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PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Van American Capital, Ltd. is filing this Form 10-SB on a voluntary basis in
order to make Van American Capital's financial information equally available to
any interested parties or investors and meet certain listing requirements for
publicly traded securities.
Business Development
Van American Capital, Ltd. was incorporated in Nevada on July 23, 1998 for the
purpose of designing, producing and marketing a board game based upon biblical
historical times and events.
There have been no bankruptcy, receivership or similar proceedings.
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
Business of the Issuer
Beginning in 1998, Management utilized the public library and the Internet to
research questions and answers to various ancient events as a basis for detailed
questions to be used in its only product, a biblical historical board game.
Management developed a substantial list of questions and answers which were
incorporated into a 2" by 3" card layout. Management developed the board layout
and design, and structured and tested the game playability using four local high
school students at a time from May 1998 through June 1998, for a total of five
tests consisting of four different students per test. The students utilized in
this testing included management's children and their children's friends.
Management did not utilize outside testing. Due to cost considerations,
Management only utilized this informal testing procedure to determine that the
game was playable. No independent expert testing procedures, no random sample
participant pool, and no demographic information were utilized. Through informal
discussions with other parents and students, Management was encouraged to market
the game to the general public. Management did not utilize the services of a
professional marketing consultant or independent testing service, thus there is
considerable risk that Management's opinion is incorrect as it pertains to the
playability of the product, and the Company's product may not be accepted by the
public. If this should occur, the Company may not be able to continue as a going
concern.
The Company intends to utilize available game board manufacturers to produce its
biblical historical board game. The initial marketing efforts will require
Management and commissioned sales representatives to market the board game to
national retail chain stores. Management anticipates it will take a minimum of
one year to obtain sufficient equity financing and complete commercial artwork
for its board game, manufacture the board game, secure sales representative
agreements and sales agreements with retailers, and ship its product to
retailers. Management
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estimates that board game artwork will cost approximately $5,000 based upon
discussions with local commercial artists. Product manufacturing costs are
approximately $3.50 in Asia to approximately $4.50 in the United States per
board game based upon non-binding discussions with board game manufacturers.
Manufacturers will drop ship board games to retailers for approximately $.75 per
game based upon non-binding discussions with board game manufacturers.
Management estimates direct marketing costs to be approximately $.50 per board
game. Management may use product representatives and pay them between 10% and
15% of sales to market its board game. The Company anticipates charging a
wholesale price of $11.00 to $12.00, depending on actual direct manufacturing
costs. The Company cannot predict if it will raise sufficient equity financing
to commence board game production. The Company cannot predict when it will be
able to generate significant revenues and profits from operations to continue in
business or fund anticipated growth.
Management intends to market its game through retail outlets such as WalMart,
K-Mart, and Target stores. Management has no market or distribution agreements
with the above retail outlets or any other retail outlets. Once the Company is
sufficiently funded, management will seek out distribution agreements with
retail outlets. Management at this time estimates it will take one year to raise
the capital necessary to begin marketing of its product, however, management has
no firm commitments. Management at this time cannot accurately estimate what
will constitute sufficient funding, however, it anticipates raising $300,000 -
$500,000 over the next year.
Investors in the Company should be particularly aware of the inherent risks
associated with the Company's plans and product. These risks include a lack of
independent market testing of the Company's product, lack of a proven market for
the Company's product, lack of an assured manufacturer of its product, lack of
equity funding, the limited experience of management, and the size of the
Company compared to the size of its competitors. Although Management intends to
implement its business plan through the foreseeable future and will do its best
to mitigate the risks associated with its business plan, there can be no
assurance that such efforts will be successful. Currently, Management is
concentrating on positioning itself to advance its business plan. Management has
no liquidation plans should the Company be unable to receive funding. Should the
Company be unable to implement its business plan, Management would investigate
all options available to retain value for the shareholders. Among the options
that would be considered are: the sale of the board game, acquisition of another
product or technology, or a merger or acquisition (as a parent or target) of
another business entity that has revenue and/or long-term growth potential.
Investors should evaluate all of these risks before considering an investment in
this Company.
The Company has no new product or service planned or announced to the public.
The size and financial strengths of the Company's competitors are substantially
greater than those of the Company. However, management believes that the Company
can effectively compete with those other companies because of the unique nature
of its product and the product's appeal to a niche of customers who are
interested in biblical historical times. The Company's uniqueness is centered
around its focus on broader aspects of historical biblical events, unlike
current smaller board games such as Amen and Bible Scramble. While a few board
games like Way Of Peace are larger "trivia" style games, the Company also
utilizes its own unique playability methods which require all players to
actively participate in answering each question, no matter whose "turn" it is.
These two unique features, Management believes, will allow the Company's board
game to compete effectively in the market. Management is not aware of any
significant barriers to the
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Company's entry into the retail market, however, the Company at this time cannot
ascertain its exact market share of the biblical board game category or the
broad retail board game category.
Board game raw materials and manufacturing are available through various
suppliers such as Guangdong Kang Lai Light Industrial Products in China or
Paragon Packaging in the United States. At this time the Company has no
contracts with suppliers and will not initiate negotiations with potential
suppliers until such time as the Company has sufficient funding. Management at
this time cannot estimate when the Company will have the sufficient funding
necessary to begin negotiations with its potential suppliers. Management at this
time cannot accurately estimate what will constitute sufficient funding.
The Company intends to sell its products through a variety of retail outlets to
the public and will not depend on any one or a few major customers.
When the Company has sufficient funding, management will seek legal counsel for
copyright and trademark protection. Until this funding is available, the game is
protected by common law copyright and common law trademark. Under common law,
all copyright protection attaches at the moment of creation of an original work
and affords the same protections as a registered copyrighted work with the
exception that statuary fines are not available for common law copyrighted
works. The Company may file for federal registration of its original works
already covered by common law copyrights up to three months after publication of
such works. The Company has not had a general publication of its original works
and will file such copy registrations before a general publication of its works.
Common law trademark rights are created by use of the Trademark and are
effective to the general area in which the mark is used. Thus, if the Company
only sold the game in California the common law trademark rights would exist
only in California. The preferred method is to file a Federal registration which
would provide trademark protection throughout the United States with one
application. At this time the Company cannot afford an intellectual property
attorney, but will hire such an attorney when the Company has sufficient
funding. Management at this time cannot accurately estimate what will constitute
sufficient funding.
The Company was formed by its two directors for the purpose of having a
corporate entity in order to design, produce, and market the board game. The two
directors were the creating force to design the board game and the company is
the sole holder of the rights to the intellectual property as all development
has been performed under the corporate entity.
The Company does not need any governmental approval of its principal product.
The Company's business is not subject to material regulation by federal, state,
or local governmental agencies.
All research and development costs since inception have been immaterial in cost
and will not be passed on to customers.
The Company currently has no employees.
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Year 2000 Disclosure
The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Based upon the Company's current Year 2000 assessment program, the Company has
determined that it will require only off-the-shelf software and hardware
utilizing Microsoft and Intel products for all of its information technology
systems. The Company's information technology systems consultant and published
statements by Microsoft and Intel indicate that the Company's proposed
off-the-shelf purchases of both software and hardware in the fourth quarter of
1999 are already Year 2000 compliant. The Company's only major other microchip
controller is in its telephone system. That telephone system has been
successfully tested for its Year 2000 compliance. The Company is not materially
reliant on other microchip controller devices for its business activities. The
total cost of this new software and hardware is not anticipated to be a material
expense to the Company at this time.
As of the date of this registration filing the Company has not contacted its
proposed business plan third party suppliers and major customers to inquire as
to their Year 2000 compliance readiness. While the Company intends to complete a
written compliance readiness survey of all of its third party relationships
during the last quarter of 1999, it must be assumed that without written
assurances of compliance from these third parties, they will not be Year 2000
compliant in time. So long as the Company does not have written assurances of
Year 2000 compliance from these third parties, the Company may experience minor
or material adverse effects on the Company's results of operations.
In the most reasonably likely worst case scenario involving Year 2000 readiness,
the Company and its third party suppliers and customers would experience a
temporary loss of computer information processing. Based upon the Company's
information technology systems consultant's projections and Management's
hands-on understanding of off-the-shelf software and hardware systems, there is
a worst case possibility of supplier product interruptions and a reduction of
customer purchases. In such a worst case scenario, Management's current
contingency plans include working with its third parties to either manually
prepare written transaction documents or resetting its computer information
system dates to a prior year, such as 1972 instead of 2000 as 1972 has the same
calendar dates as 2000. In such a worst case scenario, the Company may
experience minor or material adverse cash flow effects. Based upon the extent of
adverse cash flow, Management may decide to reduce operations to match the
adverse cash flow or seek additional equity funding.
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ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Plan of Operation
The Company maintains a cash balance sufficient to sustain corporate operations
until such time as Management can raise the funding necessary to advance its
business plan. The losses through December 1998 were due to start-up fees and
product development expenses. Sales of the Company's equity securities have
allowed the Company to maintain a positive cash flow balance.
During the next twelve months, Management's business plan is for the Company to
take the following steps to sell 50,000 board games: complete commercial artwork
for its board game, manufacture the board game, secure sales representative
agreements and sales agreements with retailers, and ship its product to
retailers. Management estimates that total funds needed to accomplish these
steps is approximately $300,000 - $500,000. For the next twelve months, the
Company plans to raise capital through the sale of equities, via a private
placement. The Company intends to use this capital to fund the Company's
business plan as cash flow from sales is estimated to begin near the end of the
next twelve months or in the first part of the succeeding year. The Company will
face considerable risk in each of its business plan steps, such as cost overruns
in each step, production delays in manufacturing, a lack of interest in the
Company's product on the part of sales representatives and retailers, rejection
of the Company's product by the buying public, and a shortfall of funding due to
the Company's inability to raise capital in the equity securities market. If no
funding is received during the next twelve months, the Company will be forced to
rely on its existing cash in the bank and funds loaned by the directors and
officers. In such a restricted cash flow scenario, the Company would be unable
to complete its business plan steps, and would, instead, delay all cash
intensive activities. Without necessary cash flow, the Company would be dormant
during the next twelve months, or until such time as necessary funds could be
raised in the equity securities market.
There are no current plans for additional product research and development.
There are no current plans to purchase or sell any significant amount of fixed
assets. There are no current plans to increase the number of employees.
Results of Operations
There were no revenues from sales for the period ended December 31, 1998. The
Company sustained a net loss of $4,754 for the period ended December 31, 1998.
Losses were primarily attributable to expenditures for the start-up of the
corporation.
Liquidity and Capital Resources
As of December 31, 1998, the Company had $2,967 cash on hand and in the bank.
The primary costs and operating expenses for the period ended December 31, 1998
were: accounting $3,100, and licenses and fees $1,304.
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ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 8434 Kreiner Way, Santee, CA
92071. The principal executive office and telephone number are located within
the home of Ms. Jeanette Huntley, President and Director of the Company, and
provided at no cost. Management considers the Company's current principal office
space arrangement adequate for current and short-term estimated growth.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - December 31, 1998:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- ----- ------- --------------- -----
<S> <C> <C> <C>
Common Jeanette Huntley 11,000,000 (a) 48.43%
8434 Kreiner Way
Santee, CA 92071
Common Kathleen Sturtevant 11,000,000 (b) 48.43%
2226 Cardinal Drive
San Diego, CA 92123
Total 22,000,000 96.86%
</TABLE>
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(a) Ms. Huntley purchased 1,000,000 shares of the Company's common stock on
July 30, 1998 for $1000.00, and 10,000,000 shares of the Company's
common stock were issued to her per a stock split on December 28, 1998.
(b) Ms. Sturtevant purchased 1,000,000 shares of the Company's common stock
on July 30, 1998 for $1000.00, and 10,000,000 shares of the Company's
common stock were issued to her per a stock split on December 28, 1998.
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ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose terms will expire
7/30/99, or at such a time as their successors shall be elected and qualified
are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected
- -------------- --- -------- ------------------
<S> <C> <C> <C>
Jeanette Huntley 45 President, 7/30/98
8434 Kreiner Way Sec/Treas,
Santee, CA 92071 Director
Kathleen Sturtevant 30 Director 7/30/98
2226 Cardinal Drive
San Diego, CA 92123
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, of any
regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities nor has any such person been the subject of
any Order of a State authority barring or suspending for more than sixty (60)
days, the right of such a person to be engaged in such activities or to be
associated with such activities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding misdemeanors) or is the subject of a criminal
proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
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Resumes
Jeanette Huntley, President, Secretary, Treasurer & Director
1994 - Current Wright & Geis, Inc. - Accounting manager and tax preparer in
a public accounting firm. Accounting manager responsible for
compilation and review preparation of corporation financial
statements. Tax preparation for individual, partnership,
and corporation federal and state taxes.
Kathleen Sturtevant, Director
1993 - Current Equus Financial Services, Inc. - Senior statistical analyst
in a commercial and residential loan company. Responsible
for loan analysis modeling for institutional lenders.
ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name & Year Salary Bonus Other Restricted Options LTIP All other
principle ($) ($) annual stock SARs Payouts compen-
position compen- awards ($) ($) sation ($)
sation ($)
- -------------- ----- ------ ----- ---------- ----------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J Huntley 1998 -0- -0- -0- -0- -0- -0- -0-
President
K. Sturtevant 1998 -0- -0- -0- -0- -0- -0- -0-
Director
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Directors and Principal Officers have worked with no remuneration until such
time as the Company receives sufficient revenues necessary to provide proper
salaries to all Officers and compensation for Directors' participation. The
Officers and the Board of Directors have the responsibility to determine the
timing of remuneration for key personnel based upon such factors as positive
cash flow to include stock sales, product sales, estimated cash expenditures,
accounts receivable, accounts payable, notes payable, and a cash balance of not
less than $10,000 at each month end. When positive cash flow reaches $10,000 at
each month end and appears sustainable the board of directors will readdress
compensation for key personnel and enact a plan at that time
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which will benefit the Company as a whole. At this time, management cannot
accurately estimate when sufficient revenues will occur to implement this
compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Huntley (Director, President, Secretary, Treasurer) purchased 1,000,000
shares of the Company's common stock on July 30, 1998 for $1000.00, and
10,000,000 shares of the Company's common stock were issued to her per a stock
split(1) on December 28, 1998.
Ms. Sturtevant (Director) purchased 1,000,000 shares of the Company's common
stock on July 30, 1998 for $1000.00, and 10,000,000 shares of the Company's
common stock were issued to her per a stock split(1) on December 28, 1998.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. 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
have cumulative voting rights. Holders of shares 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 shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
- --------
(1) The Company was advised through discussions with brokers and investment
bankers that the majority of investors would not invest in a company
that did not have any assurance of liquidity. In order to create
liquidity the Company was advised that it should become publicly
traded. Thus, the Company forward split its stock to increase the
number of shares held by members of the public in order to ensure an
active and sufficient public float.
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The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the 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 objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the 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 the
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.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company, on September 23, 1998 filed for trading on the OTC Electronic
Bulletin Board which is sponsored by the National Association of Securities
Dealers (NASD). The Company's 15c2-11 filing was returned to the sponsoring
broker pending SEC clearance in compliance with the OTC Bulletin Board
Eligibility rule change of January 4, 1999. The OTC Electronic Bulletin Board is
a network of security dealers who buy and sell stock. The dealers are connected
by a computer network which provides information on current "bids" and "asks" as
well as volume information. As of the date of this filing, the above application
is pending.
As of the date of this filing, there is no public market for the Company's
securities. As of December 31, 1998, the Company had 67 shareholders of record.
The Company has paid no cash dividends. The Company has no outstanding options.
The Company has no plans to register any of its securities under the Securities
Act for sale by security holders. There is no public offering of equity and
there is no proposed public offering of equity.
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ITEM 2
LEGAL PROCEEDINGS
None.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On July 30, 1998, at the Company's organization meeting, the shareholders
authorized the sale and issuance of 1,000,000 shares of common stock to each of
the officers and directors of the Company for a total of 2,000,000 Rule 144
shares.
From the period of approximately September 1, 1998 until December 28, 1998, the
Company offered and sold 65,000 shares for $6,500. Each prospective investor was
given a private placement memorandum designed to disclose all material aspects
of an investment in the Company. This offering was not accompanied by general
advertisement or general solicitation. The Company relied on Rule 504 of
Regulation D as the basis of exemption from registration, as identified on Form
D as filed with Commission on August 31, 1998. Blue Sky filings were made (where
required) in each state that the shares were offered and sold.
On December 28, 1998, the Board of Directors authorized a forward stock split of
11 to 1 resulting in a total of 22,715,000 shares of common stock issued and
outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
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PART F/S
The audited financial statements of the Company and related notes which are
included in this offering have been examined by Barry L. Friedman, PC, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
PART III
EXHIBITS
<TABLE>
<CAPTION>
Exhibit A Financial Statements
<S> <C> <C>
Audited financial statements for the period ended December 31, 1998
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3.(i) Articles of Incorporation None(2)
Exhibit 3.(ii) Bylaws None(2)
Exhibit 4 Instruments defining the rights of holders None
Exhibit 7 Opinion re: liquidation preference None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material contracts None
Exhibit 11 Statement re: computation of per share earnings See Exhibit A
Exhibit 14 Material foreign patents None
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of Barry L. Freidman, P.C. Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
Exhibit 28 Reports furnished to State insurance agencies None
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Van American Capital, Ltd.
Date APRIL 21, 1999 By /s/ Jeanette Huntley
--------------------- --------------------------------------
Jeanette Huntley, President & Director
Date APRIL 21, 1999 By /s/ KATHLEEN STURTEVANT
--------------------- --------------------------------------
Kathleen Sturtevant, Director
(2) Articles and By-Laws were submitted with the original Form 10 filing.
<PAGE> 14
EXHIBIT A
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Van American Capital Ltd.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
<PAGE> 16
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
</TABLE>
<PAGE> 17
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors April 19, 1999
Van American Capital Ltd.
San Diego, California
I have audited the accompanying Balance Sheets of Van American Capital
Ltd., (A Development Stage Company), as of December 31, 1998, and the related
statements of operations, stockholders' equity and cash flows for the period
July 23, 1998, (inception) to December 31, 1998. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Van American Capital
Ltd. (A Development Stage Company), as of December 31, 1998, and the results of
its operations and cash flows for the period July 23, 1998, (inception) to
December 31, 1998, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
- -----------------------------
Barry L. Friedman
Certified Public Accountant
<PAGE> 18
Van American Capital Ltd.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
December
31, 1998
--------
<S> <C>
CURRENT ASSETS:
CASH $2,967
------
TOTAL CURRENT ASSETS: $2,967
------
OTHER ASSETS:
ORGANIZATION COST (NET) $ 779
------
TOTAL OTHER ASSETS: $ 779
------
TOTAL ASSETS $3,746
------
</TABLE>
See accompanying notes to financial statements & audit report
-2-
<PAGE> 19
Van American Capital Ltd.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
December
31, 1998
---------
<S> <C>
CURRENT LIABILITIES: $ 0
-------
TOTAL CURRENT LIABILITIES: $ 0
-------
STOCKHOLDERS' EQUITY: (Note #4)
Common stock
PAR VALUE, $.001
Authorized 50,000,000 shares
Issued and outstanding at
December 31, 1998 -
22,715,000 shares: $22,715
Additional Paid-In Capital -14,215
Deficit accumulated during
Development stage: -4,754
-------
TOTAL STOCKHOLDERS' EQUITY: $ 3,746
-------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 3,746
-------
</TABLE>
See accompanying notes to financial statements & audit report
-3-
<PAGE> 20
Van American Capital Ltd.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Jul. 23, 1998
(Inception)
to Dec. 31,
1998
-------------
<S> <C>
INCOME:
Revenue $ 0
----------
EXPENSES:
Accounting $ 3,100
Amortization 71
Bank Charges 64
Filing Fees 373
Legal 300
office Expense 50
Transfer Fees 796
----------
TOTAL EXPENSES: $ 4,754
----------
NET PROFIT/LOSS(-): $ -4,754
----------
Net Profit/Loss(-)
per weighted share
(Note 1): $ NIL
----------
Weighted average
Number of common
shares outstanding: 22,715,00O
----------
</TABLE>
See accompanying notes to financial statements & audit report
-4-
<PAGE> 21
Van American Capital Ltd.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
July 23, 1998
Issued for cash 2,000,000 $ 2,000 $ 0 $ 0
September 11, 1998
Issued for cash 36,000 36 3,564
December 24, 1998
Issued for cash 29,000 29 2,871
December 28, 1998
Forward stock split
11:1 20,650,000 +20,650 -20,650
Net loss, July 23,
1998 (inception) to
December 31, 1998 -4,754
---------- ---------- ---------- ----------
Balance,
December 31, 1998: 22,715,000 $ 22,715 $ -14,215 $ -4,754
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements & audit report
-5-
<PAGE> 22
Van American Capital Ltd
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jul. 23, 1998
(inception)
to Dec. 31,
1998
----
<TABLE>
<CAPTION>
<S> <C>
Cash Flows from
Operating Activities:
Net Loss $ -4,754
Amortization +71
Adjustment to
Reconcile net loss
To net cash provided
by operating 0
Activities:
Changes in assets and
Liabilities: 0
------
Net cash used in
Operating Activities $ -4,683
Cash Flows from
Investing Activities:
Organization costs -850
Cash Flows from
Financing Activities:
Issuance of Common
Stock for Cash + 8,500
------
Net Increase (decrease) $ $2,967
Cash,
Beginning of period: 0
------
Cash, End of Period: $2,967
------
</TABLE>
See accompanying notes to financial statements & audit report
-6-
<PAGE> 23
Van American Capital Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 23, 1998, under the laws of the State of Nevada
as Van American Capital Ltd., Inc. The Company currently has no operations and
in accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of December 31, 1998.
-7-
<PAGE> 24
Van American Capital Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Organization Costs
Costs, incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting. Standards No. 128 (SFAS #128) "Earnings
Per Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss
per share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of December 31, 1998, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected June 30th as its year-end.
-8-
<PAGE> 25
Van American Capital Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software may
recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities.
Based on a recent and ongoing assessment, the Company has
determined that any purchased software will be off-the-shelf
software and will be certified Year 2000 compatible for all of
its computing requirements. The Company presently believes
that, with modifications to existing off-the-shelf software or
conversions to new software, the Year 2000 issue will not pose
significant operational problems and will not materially affect
future financial results.
The Company currently anticipates purchasing new off-the-shelf
Year 2000 compatible software in the near future, which is
prior to any anticipated impact on its operating systems. The
total cost of this new software is not anticipated to be a
material expense to the Company at this time. However, there
can be no guarantee that these new off-the-shelf software
products will be adequately modified which could have a material
adverse effect on the Company's results of operations.
-9-
<PAGE> 26
Van American Capital Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998
NOTE 3 - INCOME TAXES
There is no provision for any future income taxes for the period after
January 1, 1999, due to the net loss and no state income tax in Nevada,
the state of the Company's domicile and operations. The Company's total
deferred tax asset as of December 31, 1998 is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $4,754
Valuation allowance $4,754
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire between now and
2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 50,000,000
shares with, a par va1ue $.001 per share.
Preferred Stock
Van American Capital Ltd. has no preferred stock.
On July 23, 1998 the company issued 2,000,000 shares for consideration
of $2,000 to its directors.
On September 11, 1998, the Company issued 36,000 shares of its $.001 par
value common stock for cash of $3,600.00.
On December 24, 1998, the company issued 29,000 shares of its $.001 par
value common stock for cash, of $2,900.00.
on December 28, 1998, the company forward stock split 11:l thus
increasing the number of outstanding shares from 2,065,000 shares to
22,715,000 common shares.
-10-
<PAGE> 27
VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1998
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
-11-
<PAGE> 1
EXHIBIT 23
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
To Whom It May Concern: April 19, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of April 19, 1999, on the Financial
Statements of VAN AMERICAN CAPITAL LTD., as of December 31, 1998, in any filings
that are necessary now or in the near future with the U.S. Securities and
Exchange Commission.
Very truly yours,
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS FOR PERIOD ENDING DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH VAN AMERICAN CAPITAL, LTD.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-23-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,967
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,967
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,746
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 22,715
<OTHER-SE> (14,215)
<TOTAL-LIABILITY-AND-EQUITY> 3,746
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,754
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,754)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,754)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,754)
<EPS-PRIMARY> (0.0)
<EPS-DILUTED> (0.0)
</TABLE>
