<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1999
Commission File Number 0-25275
VAN AMERICAN CAPITAL, LTD.
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(Exact name of registrant as specified in its charter)
NEVADA 91-1918742
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(State of Incorporation) (I.R.S. Employer I.D. No.)
8434 Kreiner Way, Santee, CA 92071
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(Address of Principal Executive Offices)
PHONE (619) 449-6798
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(Registrant's telephone number)
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
Common Stock - .001 Par Value
-----------------------------
(TITLE OF CLASS)
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Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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.
Yes X No
----- -----
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10 KSB
or any amendment to this Form 10-KSB.
Yes X No
----- -----
The corporation had no revenues for the year ended June 30, 1999.
The approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of June 30, 1999, based on the average
selling price of one share of the Common Stock of the Company, was $8,500.
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
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
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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 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
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(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 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.
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
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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.
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.
The Company's Management has hands-on familiarity with all of the software that
will be utilized in its business plan and has confirmation from third party
suppliers that its proposed software is certified Year 2000 compatible for all
of its computing requirements. In addition, proposed suppliers of office
equipment for the Company's business plan have confirmed that embedded
technology systems such as micro processors in telephone systems and other
non-computer devices that will be purchased per the Company's business plan are
already Year 2000 compatible.
While the Company has made what it believes to be adequate inquiries of the its
software and product suppliers as to Year 2000 compliance, there can be no
guarantee that the software suppliers will be adequately prepared for every
possible contingent Year 2000 software problem, which could have minor or
material adverse effects on the Company's results of operations. In a reasonably
likely worst case scenario, the Company may experience minor adverse cash flow
effects from a delay in product shipping or delays in internal accounting or
order processing. Management's contingency plan for possible Year 2000 computer
related disruptions involves internal manual backup procedures for accounting
and order processing and arranging adequate product inventory on hand in case of
supplier shipping disruptions. If necessary, Management could reduce operations
to match any reduced cash flow resulting from Year 2000 disruptions.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software by December 31, 1999, 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.
ITEM 2
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.
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ITEM 3
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered by
this report to a vote of the security holders, through the solicitation of
proxies or otherwise.
PART II
ITEM 5
MARKET FOR COMMON EQUITY AND OTHER RELATED STOCKHOLDER MATTERS
The Company, on August 13, 1999 was approved for trading on the OTC Electronic
Bulletin Board which is sponsored by the National Association of Securities
Dealers (NASD). The Company's trading symbol is VMRC. There has been no trading
to date.
As of the date of this filing, there is no public market for the Company's
securities. As of June 30, 1999, 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.
ITEM 6
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 June 30, 1999 were due to start-up fees and
product development expenses. Previous sales of the Company's equity securities
have allowed the Company to maintain a positive cash flow balance.
Management is currently evaluating two options: proposed financing of the
Company's business plan from the sale of securities through a private placement
and possible merger alternatives if financing is unobtainable. The
implementation of the Company's business plan is dependent on the Company's
ability to raise approximately $300,000 - $500,000 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. Management allowed twelve months in its business plan
for obtaining financing. Only upon obtaining $300,000 to $500,000 through the
sale of equities will the Company be able to take the following steps: sell
50,000 board games: complete commercial artwork for its board game,
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manufacture the board game, secure sales representative agreements and sales
agreements with retailers, and ship its product to retailers. 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.
ITEM 7
FINANCIAL STATEMENTS
The audited financial statements of the Company for the year ended June 30, 1999
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.
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 1999
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT 10
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ASSETS 11
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LIABILITIES AND STOCKHOLDERS' EQUITY 12
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STATEMENT OF OPERATIONS 13
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STATEMENT OF STOCKHOLDERS' EQUITY 14
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STATEMENT OF CASH FLOWS 15
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NOTES TO FINANCIAL STATEMENTS 16-20
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</TABLE>
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[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors September 17, 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 June 30, 1999, and the related
statements of operations, stockholders' equity and cash flows for the period
July 23, 1998, (inception) to June 30, 1999. 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 June 30, 1999, and the results of its
operations and cash flows for the period July 23, 1998, (inception) to June 30,
1999, 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
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
JUNE
30, 1999
--------
<S> <C>
CURRENT ASSETS
CASH $ 844
--------
TOTAL CURRENT ASSETS $ 844
--------
OTHER ASSETS
ORGANIZATION COST (NET) $ 694
--------
TOTAL OTHER ASSETS $ 694
--------
TOTAL ASSETS $ 1,538
--------
</TABLE>
The accompanying notes are an integral part of these financial statements
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JUNE
30, 1999
--------
<S> <C>
CURRENT LIABILITIES $ 0
--------
TOTAL CURRENT LIABILITIES $ 0
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STOCKHOLDERS' EQUITY (Note #4)
Common stock
PAR VALUE, $.001
Authorized 50,000,000 shares
Issued and outstanding at
June 30, 1999 -
22,715,000 shares $ 22,715
Additional Paid-In Capital -14,215
Deficit accumulated during
Development stage -6,962
--------
TOTAL STOCKHOLDERS' EQUITY $ 1,538
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,538
--------
</TABLE>
The accompanying notes are an integral part of these financial statements
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Jul. 23, 1998
(Inception)
to June 30,
1999
-------------
<S> <C>
INCOME
Revenue $ 0
-----------
EXPENSES
General and Administrative $ 1,348
Amortization 156
Licenses and Fees 5,458
-----------
TOTAL EXPENSES $ 6,962
-----------
NET PROFIT/LOSS (-) $ -6,962
-----------
Net Profit/Loss(-)
per weighted share
(Note #1) $ -.0003
-----------
Weighted average
Number of common
shares outstanding 22,715,000
-----------
</TABLE>
The accompanying notes are an integral part of these financial statements
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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
June 30, 1999 -6,962
---------- --------- --------- --------
Balance,
June 30, 1999 22,715,000 $ 22,715 $ -14,215 $ -6,962
========== ========= ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements
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VAN AMERICAN CAPITAL LTD
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Jul. 23, 1998
(Inception)
to June 30,
1999
-------------
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $ -6,962
Amortization +156
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities 0
Changes in assets and
Liabilities 0
-------------
NET CASH USED IN
OPERATING ACTIVITIES $ -6,806
CASH FLOWS FROM
INVESTING ACTIVITIES
Organization costs -850
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common
Stock for Cash +8,500
-------------
Net Increase (decrease) cash $ +844
Cash,
Beginning of period 0
-------------
Cash, End of Period $ 844
-------------
</TABLE>
The accompanying notes are an integral part of these financial statements
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
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 June 30, 1999.
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
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 June 30, 1999, the Company
had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected June 30th as its year-end.
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
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.
The company's potential software suppliers have verified that
they will provide only certified "Year 2000" compatible
software for all of the company's computing requirements.
Because the company's products and services are sold to the
general public with no major customers, the company believes
that the "Year 2000" issue will not pose significant
operational problems and will not materially affect future
financial results.
NOTE 3 - INCOME TAXES
There is no provision for any future income taxes for the period after
July 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 June 30, 1999, 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 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999,
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 50,000,000
shares with a par value $.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 11:1 thus
increasing the number of outstanding shares from 2,065,000 shares to
22,715,000 common shares.
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.
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VAN AMERICAN CAPITAL LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
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.
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ITEM 8
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Officers of the Company, all of those whose terms will expire
7/30/00, 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.
21
<PAGE> 22
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 10
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name & Other
principle annual Restricted LTIP All other
position Salary Bonus compen- stock Options Payouts compen-
Year ($) ($) sation($) awards ($) SARs ($) 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
22
<PAGE> 23
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 11
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 - June 30,1999:
<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>
(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.
23
<PAGE> 24
ITEM 12
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 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 on December 28, 1998.
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 23 Consent of experts and counsel Included
Exhibit 27 Financial Data Schedule Included
</TABLE>
SIGNATURES
In accordance with Section 13 & 15(d) 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 9/25/99 By /s/ JEANETTE HUNTLEY
------------------ ----------------------------------------
Jeanette Huntley, President & Director
Date 9/25/99 By /s/ KATHLEEN STURTEVANT
------------------ ----------------------------------------
Kathleen Sturtevant, Director
24
<PAGE> 1
EXHIBIT 23
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
To Whom It May Concern: September 17, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of September 17, 1999, on the
Financial Statements of VAN AMERICAN CAPITAL LTD., as of June 30, 1999, 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 AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDING JUNE 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH VAN AMERICAN CAPITAL, INC.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> JUN-30-1999
<CASH> 844
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 844
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,538
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 22,715
<OTHER-SE> (14,215)
<TOTAL-LIABILITY-AND-EQUITY> 1,538
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,962
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,962)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,962)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,962)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
