<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES AND EXCHANGE ACT OF 1934
MOJAVE SOUTHERN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0331369
(State of organization) (I.R.S. Employer Identification No.)
2949 East Desert Inn Road, Suite 1d, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 696-1230
Registrant's Counsel: David H. Jarvis
31555 West Fourteen Mile Road, Suite 212,
Farmington Hills, Michigan 48334 (248) 865-6000
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL MATTERS
Mojave Southern, Inc., ("Mojave") is a Nevada Corporation which was formed on
December 13, 1994. Mojave's principal place of business is located at 2949 East
Desert Inn Road, Suite 1D, Las Vegas, Nevada, 89121.
Mojave is voluntarily filing this Registration Statement. It is being filed in
order to have the ability to raise capital from the public sector with a view
towards continuing all operational and expansion activities contemplated by the
Board of Directors and articulated in this Registration Statement. Mojave files
this Registration Statement with the hope and objective of increasing
shareholder value.
Mojave was formed by Samuel J. Incorvia (now deceased) for an initial capital
contribution of $1,000. Mr. Samuel J. Incorvia was issued 50,000 common shares
in return for his capital contribution. On March 15, 1995, Samuel J. Incorvia's
founders shares were transferred to his son, Richard Incorvia, and at such time,
Richard Incorvia became Mojave's President and
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the sole member of its Board of Directors.
On July 15, 1996, Mr. Richard Incorvia resigned as Mojave's sole officer and
director, and returned his 50,000 common shares to Mojave in return for his
father's original capital contribution of $1,000. Contemporaneously, Cathy
Souers contributed $1,000 to Mojave and became its President and Sole Director.
On April 4, 1998, Cathy Souers resigned as Mojave's sole officer and director,
and returned her 50,000 common shares to Mojave in return for her $1,000
contribution. Contemporaneously, Vivian Nehls was elected as Mojave's President
and Treasurer and David Rodgers was elected as Mojave's Secretary. Both Ms.
Nehls and Mr. Rodgers became members of Mojave's Board of Directors.
Vivian Nehls and David Rodgers were each issued 62,500 shares of Mojave common
stock in exchange for total consideration in the amount of $37,500. Mrs. Nehls
and Mr. Rogers each contributed $3,750 to Mojave, along with 2,143 (a total of
4286) common shares of R & R Resources, Inc., which were then valued at $7.00
per share.
On May 6, 1998, Mojave's Board of Directors authorized an exempt offering
pursuant to Rule 504 of Regulation D, through which, 200,000 common shares of
Mojave were offered to the public at a cost of $0.25 per share. (See ITEM 10,
Recent Sales of Unregistered Securities). This exempt offering was fully
subscribed between May 6, 1998, and June 30, 1998.
On February 29, 2000, Mojave and Norden Associates, Inc., a Nevada Corporation,
completed a Stock Exchange Agreement whereby Mojave issued 200,000 of its
Restricted Common Shares in exchange for 100% of the issued and outstanding
shares of Norden Associates, Inc. Norden Associates, Inc., owned and operated
Netta's Salon, which now is owned and operated by Mojave. Norden Associates,
Inc.'s sole officer and director was Netta Girard, who, as part of the Stock
Exchange Agreement was granted a seat on Mojave's Board of Directors for a
period of one year.
BACKGROUND
The Company was organized to engage in any lawful corporate business. Prior to
operating under a d/b/a as American Association of Nail Technicians, Mojave's
activities were development stage.
With the inception of American Association of Nail Technicians, Mojave operated
under a business plan whereby nail technicians were solicited and sold
memberships in American Association of Nail Technicians, an entity which
provided publications, training, services and benefits to its nail technician
membership body.
While initially successful in its membership recruiting process, American
Association of Nail Technicians' business plan became subject to the unfortunate
and unpredictable difficult pregnancy of its driving force, Vivian Nehls. At
this time and absent the daily
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attention and energy of Mrs. Nehls, interest in American Association of Nail
Technicians waned. At this time, and while still operating, it became apparent
that American Association of Nail Technicians would be forced to abandon its
business plan.
Post child birth Mrs. Nehls sought to once again add value to Mojave's
shareholders. As such, Mrs. Nehls sought out a merger candidate with a viable
ongoing business. At this time, Mrs. Nehls approached Netta Girard regarding the
possibility of a merger between Mojave and Norden Associates, Inc.
Norden Associates, Inc., is a Nevada Corporation that was formed on March 17,
1987, as P.G. & T Service Co., Inc. P.G. & T. Service Co., Inc., changed its
name to Norden Associates, Inc., on June 3, 1996. At the time of the Stock
Exchange Agreement, Norden Associates, Inc., had only 100,000 shares issued and
outstanding.
Norden Associates, Inc., was a development stage company until early 1999. At
such time, Netta Girard became the sole shareholder, officer and director of
Norden Associates, Inc., and began the preparation and execution of the business
plan for Netta's Salon.
Under the direction and careful scrutiny of Netta Girard, Netta's Salon was
born. On May 12, 1999, Norden Associates, Inc., purchased all of the tangible
and intangible assets of Bella Dona Hair and Nails for $22,000, a Las Vegas
Beauty Salon that had been in operation for in excess of five years. The
tangible assets purchased are identified as follows:
1 Reception Counter;
1 Reception Chair;
1 High Back Stool;
10 Hairstylist Chairs;
10 Wall Length Mirrors;
10 Hairstylist Stations;
10 Chair Rubber Floor Mats;
3 Shampoo Bowls;
3 Shampoo Chairs;
5 Nail Stations;
5 Nail Tech Chairs;
5 Nail Tech Customer Chairs;
5 Chair Placed Hair Dryers;
1 Pedicure Chair, Swivel with Vibrator;
1 Jet Pedicure Basin;
1 Pedicure Rolling Stool;
12 Station Telephones (2 inoperative);
3 Rolling Tech Cabinets;
1 Neon Window Sign;
3 Retail Cabinets;
2 Reception Counters, 3 Shelves Per;
1 Audio System;
1 Section Metal Locker Cabinet;
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4 Tech Storage Cabinets;
2 Air Purifiers;
1 Entrance Floor Mat;
1 Facial Table, Upholstered, Full Length With Storage;
1 Rolling Stool;
1 Child Seat;
1 Foot Stool;
1 Magnifying Facial Light;
1 Three-Step Stool;
1 Clothes Washer;
1 Clothes Dryer;
1 Microwave Oven;
1 Refrigerator;
1 Round "PVC" Table;
1 "PVC" Chair;
5 Folding Chairs;
1 Adjustable Makeup Chair;
1 Makeup Station;
4 Custom Crafted Upholstered Waiting Chairs;
1 Flat Table;
1 Vacuum;
1 Two Drawer Metal File Cabinet
All Retail Items on Shelves at Time of Sale;
All Cleaning Equipment and Supplies on Hand at Time of Sale; and
Miscellaneous Leasehold Improvements.
Concomitant with the asset purchase, Norden Associates became obligated under a
certain Assignment of Lease that was originally entered into and executed by and
between Andrew S. Fonfa, Lessor, and Bella Donna Hair and Nails on August 18,
1997, including a certain exercise of Lease Option dated July 1, 1998, covering
real property commonly identified as 3779 E. Desert Inn, Las Vegas, Nevada,
89121, through August 31, 2003. Under this Lease and Option, Norden Associates,
Inc., assumed a monthly rent obligation beginning June 1, 1999 (Norden
Associates, Inc.'s, rental obligation for May 1999 was pro-rated from May 12,
1999, and includes as part of the $22,000 purchase price) of $1,500 per month
through and including May 2000. Thereafter, for the remaining term of the Lease,
the monthly rental fee will be increased in accordance with the Consumer Price
Index with increases capped at a maximum of 5% per year.
At the conclusion of the asset purchase, Norden Associates, Inc., began a
$38,000 leasehold improvement campaign. As of the date of this Registration
Statement, all leasehold improvements have been completed.
Mojave is now actively engaged in the operation and management of Netta's Salon.
<PAGE> 5
BUSINESS OF ISSUER
As aforesaid, Mojave Southern, Inc., ("Mojave") is a Nevada Corporation which
was formed on December 13, 1994. Mojave's principal place of business is located
at 2949 East Desert Inn Road, Suite 1D, Las Vegas, Nevada, 89121.
Mojave was formed by Samuel J. Incorvia (now deceased) for an initial capital
contribution of $1,000. Mr. Samuel J. Incorvia was issued 50,000 common shares
in return for his capital contribution. On March 15, 1995, Samuel J. Incorvia's
founders shares were transferred to his son, Richard Incorvia, and at such time,
Richard Incorvia became Mojave's President and the sole member of its Board of
Directors.
On July 15, 1996, Mr. Richard Incorvia resigned as Mojave's sole officer and
director, and returned his 50,000 common shares to Mojave in return for his
father's original capital contribution of $1,000. Contemporaneously, Cathy
Souers contributed $1,000 to Mojave and became its President and Sole Director.
On April 4, 1998, Cathy Souers resigned as Mojave's sole officer and director,
and returned her 50,000 common shares to Mojave in return for her $1,000
contribution. Contemporaneously, Vivian Nehls was elected as Mojave's President
and Treasurer and David Rodgers was elected as Mojave's Secretary. Both Ms.
Nehls and Mr. Rodgers became members of Mojave's Board of Directors.
Vivian Nehls and David Rodgers were each issued 62,500 shares of Mojave common
stock in exchange for total consideration in the amount of $37,500. Mrs. Nehls
and Mr. Rogers each contributed $3,750 to Mojave, along with 2,143 (a total of
4286) common shares of R & R Resources, Inc., which were then valued at $7.00
per share.
On May 6, 1998, Mojave's Board of Directors authorized an exempt offering
pursuant to Rule 504 of Regulation D, through which, 200,000 common shares of
Mojave were offered to the public at a cost of $0.25 per share. (See ITEM 10,
Recent Sales of Unregistered Securities). This exempt offering was fully
subscribed between May 6, 1998, and June 30, 1998.
On February 29, 2000, Mojave and Norden Associates, Inc., a Nevada Corporation,
completed a Stock Exchange Agreement whereby Mojave issued 200,000 of its
Restricted Common Shares in exchange for 100% of the issued and outstanding
shares of Norden Associates, Inc. Norden Associates, Inc., owned and operated
Netta's Salon, which now is owned and operated by Mojave. Norden Associates,
Inc.'s sole officer and director was Netta Girard, who, as part of the Stock
Exchange Agreement was granted a seat on Mojave's Board of Directors for a
period of one year.
Mojave, through Netta's Salon, provides affordable Salon and Day Spa services to
under serviced areas in the Las Vegas valley area of Nevada. The Salon and Day
Spa industry continues to be a growth industry as more and more women join the
work force and thereby gain disposable income. Its growth is due in part to the
fact that having your hair, nails and feet groomed and a body massage just feels
great. Additionally, television and the movie industry continue to show us a
thinner more vibrant picture of health and beauty that we may
<PAGE> 6
wish to aspire to, and, where Las Vegas residents, domiciliaries and tourists
are concerned, there is always the "Show Girl or Dancer" image of youth that
must be maintained. Netta's Salon was formed focus on the exploitation of these
public wants, needs, and perceptions, with the goal of becoming leading
independent provider of Salon and Day Spa services in the Las Vegas area.
Mojave specializes in offering Hair Care, Manicure, Masseuse, Esthetician,
Henna, Permanent Eye Makeup, and tanning facilities to consumers at affordable
prices. Primary emphasis is placed on offering personal care and service to
customers in the Salon's local community.
With the rapid penetration of tourists and new residents into Las Vegas, it has
become increasingly difficult to make a Salon or Day Spa appointment at the
existing facilities, which are primarily resort based, on short notice. This
almost full capacity has created a market niche for non-hotel based Salon and
Day Spa service providers in the Las Vegas valley area who aim to service locals
and/or tourists.
Mojave has positioned itself in a location away from the hustle and bustle of
the famed Las Vegas Strip. As such, Mojave's pricing structures for cost items
such as rent, parking, and other realty services is more modest than near the
Strip. These cost relief's are passed on to the consumer in the form of lower
prices for the Company's Salon and Day Spa services.
Mojave's initial location is located at 3779 E. Desert Inn, Las Vegas, Nevada.
Mojave hopes it will have the economic ability to expand to a second site in
late 2000, with third and fourth locations tentatively slated for late 2001.
While the renovation of the Desert Inn location has been completed, during the
course of the renovation Netta's Salon was subject to a required reduction in
services offered. Netta's Salon, since mid August 1999, has been operating at
close to full capacity.
Mojave's inherent strengths now include the long established and well networked
residency of Director Netta Girard (See Item 5), and the knowledge and vision of
Officer and Director Vivian Nehls (See Item 5). The synergy among Bill, Netta
and Vivian has attracted a list of qualified professionals with established
client bases that have staffed the Desert Inn location.
Mojave's mission is to provide Salon and Day Spa services, away from the hustle
and bustle of the Las Vegas Strip, at affordable pricing, rendering its
customers with the preeminent service and pampering that Salon and Day Spa
consumers envision as their expected experience.
Neither Mojave, Netta's Salon nor Norden Associates, Inc., have been involved in
any bankruptcy, receivership or similar proceeding.
Neither Mojave, Netta's Salon nor Norden Associates, Inc., have been subject to
any material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of business.
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PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS
Mojave, through Netta's Salon, provides affordable Salon and Day Spa services to
under serviced areas in the Las Vegas valley area of Nevada. The Salon and Day
Spa industry continues to be a growth industry as more and more women join the
work force and thereby gain disposable income. Its growth is due in part to the
fact that having your hair, nails and feet groomed and a body massage just feels
great. Additionally, television and the motion picture industry continue to show
us a thinner more vibrant picture of health and beauty that some may wish to
aspire to, and, where Las Vegas residents, domiciliaries and tourists are
concerned, there is always the "Show Girl" or "Dancer" image of youth that must
be maintained. Netta's Salon was formed to focus on the exploitation of these
public wants, needs, and perceptions, with the goal of becoming leading
independent provider of Salon and Day Spa services in the Las Vegas area.
Mojave specializes in offering Hair Care, Manicure, Masseuse, Esthetician,
Henna, Permanent Eye Makeup, and tanning facilities to consumers at affordable
prices. Primary emphasis is placed on offering personal care and service to
customers in the Salon's local community.
In addition, with the rapid penetration of tourists and new residents into Las
Vegas, it has become increasingly difficult to make a Salon or Day Spa
appointment at the existing facilities, which are primarily resort based, on
short notice. This almost full capacity has created a market niche for non-hotel
based Salon and Day Spa service providers in the Las Vegas valley area who aim
to service locals and/or tourists.
Mojave has positioned itself in a location away from the hustle and bustle of
the famed Las Vegas Strip. As such, Mojave's pricing structure for cost items
such as rent, parking, and other realty services is more modest than near the
Strip. These cost relief's are passed on to the consumer in the form of lower
prices for the Company's Salon and Day Spa services.
Mojave's mission is to provide Salon and Day Spa services, away from the hustle
and bustle of the Las Vegas Strip, at affordable pricing, rendering its
customers with the preeminent service and pampering that Salon and Day Spa
consumers envision as their expected experience.
Mojave offers Salon and Day Spa services that answer the unfilled needs of
consumers who prefer to buy their leisure time service purchases within a local
area close to home, and to Las Vegas Resort goers who are unable to book an
appointment at a Resort's Salon and Spa. Mojave's services answer the consumers
want for most, if not all of the services associated with a major hotel or chain
Salon and Day Spa, at prices less than those commanded by Resort based service
providers. Mojave's management team and service providers have significant
experience in providing Salon and Day Spa services in the Las Vegas Valley area.
<PAGE> 8
PRICING AND VALUE
Mojave's pricing policy reflects the savings associated with a non-Strip
location, away from the higher priced tourist geared similar service providers.
These savings, when passed on to the consumer, allow the consumer to receive
local Salon and Day Spa services at prices ranging from 12% to 15% below Resort
Based providers. This pricing strategy is designed to attract new clients while,
at the same time, offering singularly superlative Salon and Day Spa services and
products.
MARKET OVERVIEW AND SIZE
The Las Vegas/Henderson area of Nevada has been either the top one or two growth
cities in the United States, in terms of population added, for the last decade.
Further, Las Vegas, Nevada has been and remains one of the top vacation and
convention centers in the world. Currently, no significant alteration to the
forgoing is in sight.
Mojave is a specialty service provider and retailer of Salon and Day Spa
services and products. Mojave believes that the growth potential of a specialty
service provided and retailer is dependant upon three primary factors: (1) the
size of the market for services and products; (2) the market's growth rate; and
(3) the share of the market that can be earned and held through customer
satisfaction.
Sales growth is typically driven by gains in market share rather than by overall
market growth. The appropriate inquire being, "How does Mojave attract and
maintain a customer base? Mojave believes that by targeting under served areas
of the greater Las Vegas area for store locations, while at the same time being
within a convenient commuting distance from the Las Vegas Strip, there should be
a reduction in fixed operating costs for major items such as realty and other
services, and thus, increased profitability. Mojave's focus, therefore, is to
pass these reductions in operating expenses through to the consumer, while at
the same time providing services and products typified by the Resort Based
operators.
MARKET SEGMENTS
The Beauty Salon that conducts hair styling and manicure operations as its main
business has been the anchor of the Salon business for decades. However, such
services are limited in scope. This limitation applies to the "Manicure Only",
Pedicure Only", "Massage Only", "Beauty Supply Only", or "Tanning Only",
singular use Salons and shops. Today's customer is more demanding in that they
are gravitating to "One Stop Shopping" on a more frequent basis.
Mojave's niche is its ability to offer and provide most if not all expected
Salon and Day Spa services. Mojave offers Beauty Supply, Hairdressing,
Manicurists, Masseuse, Esthetician, Henna, Permanent Eye Makeup and tanning
services in its current location and expects to offer identical full service in
any and all anticipated locations with a constant eye to the market for changes
in wants, needs, and expectations of Salon and Day Spa customers.
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CUSTOMER PROFILE
In an article posted by Standard & Poors in its Industry Surveys-Retailing:
Specialty, May 27, 1999, Standard & Poors described the customer Mojave seeks to
service as a "Precision Shopper." More than half the American work force is
female, which encompass many time pressured working mothers. Shopping, which was
considered a recreational activity in the 1980's is now often considered a
chore. As a result, convenience and a single "full service" location have become
an important part of a consumer's experience. This trend has become so prevalent
that it has been dubbed, "Precision Shopping." In addition to the "Precision
Shopper," Mojave's customer profile also includes tourists and conventioneers
who come to Las Vegas for business and/or pleasure. According to Standard &
Poors, Precision Shoppers, if and when satisfied, are loyal to their product and
service providers and tend to increase spending on continued visits to their
chosen retailer.
COMPETITION
Competition in the Salon and Day Spa business is ever present. Both individual
operators and "chain" stores participate within the marketplace. However, few
Salon and Day Spa service and product providers offer a complete package of
Salon and Day Spa services and products. Mojave, in filling this market niche,
offers Beauty Supply, Hairdressing, Manicurists, Masseuse, Esthetician, Henna,
Permanent Eye Makeup and tanning services. When you look in the yellow pages
under Beauty, you find the by-lines fill up four full pages. That is, hair by -,
or nails by -, or hands and feet by -. Further, many limited service Salon's and
Spa's fail, in pertinent part, due to lack of diversification in their services.
Mojave had concluded that there are many limited service privateers in its
competitive geographic are. These limited service privateers, however, do not
offer any organized form of competition in the full service Salon and Day Spa
arena.
Resort based Salons and Spas do provide significant competition to Mojave.
However, due to the ever increasing Las Vegas population and visitors, these
Resort based Salons and Spas do not have the capacity to service both residents
and tourists. Further, such Resort based Salons and Spas are quite pricey. The
services, products, atmosphere and attention to detail provided by Mojave equals
that of many competitive Resort based providers, at a substantially decreased
cost.
While competition does exist, Mojave believes that it has positioned itself to
gain market share by way of its full service offerings and greater
affordability.
GEOGRAPHIC MARKET FACTORS
The geographic market factors that lead the Company to choose the Las Vegas
Valley area of Nevada are the steadiness in population and tourism growth, job
stability, area livability, and the spending patterns of locals and tourists.
BARRIERS TO MARKET ENTRY
The Salon and Day Spa business has two primary barriers to entry. These are the
requirement for a high level of expertise and licensing of personnel that touch
the physical
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person of another and the requirement for adequate capital to maintain the type
of environment that is expected by Salon and Day Spa customers. Mojave believes
its management and licensed staff provide the expertise demanded by Salon and
Day Spa goers and that its current capital status will allow it to continue to
present an aesthetically pleasing environment.
DISTRIBUTION METHODS OF PRODUCTS AND SERVICES:
All services and products offered by Mojave are offered, exclusively, within the
confines of the Salon and Day Spa.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS AND SERVICES:
Mojave has not publicly announced any new products and/or services.
SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS:
Mojave does not utilize and "raw materials." The products utilized and sold by
Mojave are purchased from manufacturers and wholesalers who specialize in the
manufacture and/or sale of Salon and Day Spa products.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS:
Mojave is not dependent on one or a few major customers.
NEED FOR ANY GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES (IF
GOVERNMENT APPROVAL IS NECESSARY AND THE ISSUER HAS NOT YET RECEIVED THAT
APPROVAL, DISCUSS THE STATUS OF THE APPROVAL WITHIN THE GOVERNMENT APPROVAL
PROCESS):
The Salon and Day Spa industry is a heavily regulated and licensed industry.
Manicurists, Hairdressers, Masseuse's, Estheticians, Permanent Eye Makeup
artists, and any other professional that physically touches the being of another
for a fee is subject to training and licensure by the State of Nevada.
All of Mojave's Manicurists, Hairdressers, Masseuses, Estheticians, Permanent
Eye Makeup Artists and the like are licensed by the State of Nevada. In
addition, the Salon itself is licenses by the State of Nevada.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS:
Other than the licensing issues discussed above, Mojave does not expect that its
providing of Salon and Day Spa services shall come under any additional
regulatory requirements or scrutiny.
<PAGE> 11
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
All individuals performing services at Netta's Salon and Day Spa are independent
contractors who rent space from the Company. The Company has no full time or
part tune employees,
RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
MINIMAL OPERATING HISTORY, MINIMAL REVENUE AND MINIMAL ASSETS:
The Company has minimal operating history and has received only some revenues or
earnings from its operations. The Company has limited assets and financial
resources.
The salon and day spa business is intensely competitive. The Company may be at a
disadvantage with other similar service providers, some of which offer more
services, have established clients or market niches, greater financial and
operational resources, and name or name brand recognition. There can be no
assurance that the Company will be able to compete successfully.
Competition in the Salon and Day Spa business is ever present. Both individual
operators and "chain" stores participate within the marketplace. However, few
Salon and Day Spa service and product providers offer a complete package of
Salon and Day Spa services and products. Mojave, in filling this market niche,
offers Beauty Supply, Hairdressing, Manicurists, Masseuse, Esthetician, Henna,
Permanent Eye Makeup and tanning services. When you look in the yellow pages
under Beauty, you find the by-lines fill up four full pages. That is, hair by -,
or nails by -, or hands and feet by -. Further, many limited service Salon's and
Spa's fail, in pertinent part, due to lack of diversification in their services.
Mojave had concluded that there are many limited service privateers in its
competitive geographic are. These limited service privateers, however, do not
offer any organized form of competition in the full service Salon and Day Spa
arena.
The Company currently provides salon and day spa services from only one
location. There can be no assurances that the Company will have the ability to
expand by adding additional locations.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has not conducted
or received results of market research indicating that market demand exists for
its services. Moreover, the Company does not have, and does not plan to
establish or retain a marketing organization.
<PAGE> 12
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and "forward looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical fact, are
forward looking statements. Although Management believes that the expectations
reflected in these forward looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation, in
conjunction with those forward looking statements contained in this Registration
Statement.
The Company plans to continue operating Netta's Salon, with the appears to be
merely around the corner from profitability. Thereafter, the Company anticipates
opening additional Salons with a view toward increasing profitability, and thus,
shareholder value.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company currently leases certain real property commonly identified as 3779
E. Desert Inn, Las Vegas, Nevada, 89121. The operative lease is in effect
through August 31, 2003. Monthly rent, through May 2000, is $1500.00 per month.
Thereafter, in accordance with the lease, the monthly rental fee will be
increased in accordance with the Consumer Price Index with increases capped at a
maximum of 5% per year.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information relating to the beneficial ownership
of the Company's common stock by those persons holding beneficially more than 5%
of the Company's common stock, by the Company's directors and executive
officers, and by all of the Company's directors and executive officers as a
group.
<TABLE>
<S> <C> <C>
Common Vivian Nehls 62,500
11.90% President/Treasurer, Director
2949 E. Desert Inn, #1d
Las Vegas, NV 89121
Common Netta Girard 200,000
38.10% Secretary, Director
3153 Bel Air Drive
Las Vegas, NV 89109
</TABLE>
<PAGE> 13
<TABLE>
<S> <C> <C>
Common David Rodgers 62,500
11.90% 2949 E. Desert Inn, #1d
Las Vegas, NV 89121
Common All Officers and Directors 262,500
50.00%
Common
61.90% All 5% plus shareholders 325,000
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The members of the Board of Directors of the Company serve until the next annual
meeting of the stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors. Information as to the
directors and executive officers of the Company is as follows:
<TABLE>
<CAPTION>
Name/Address Age Position
<S> <C> <C>
Vivian Nehls 27 President/Treasurer, Director
2949 E. Desert Inn, 1d
Las Vegas, NV 89121
Netta Girard 70 Secretary, Director
3153 Bel Air
Las Vegas, NV 89109
</TABLE>
Vivian Nehls is a Director and the President/Treasurer of the Company. She has
been a licensed nail technician in Las Vegas Nevada since 1993. Prior to
becoming a nail technician, Mrs. Nehls was a sales manager for North American
Enterprises in Las Vegas, Nevada, from 1989 to 1992.
Netta Girard is a Director and the Secretary of the Company. Mrs. Girard was
born in England where she trained at the London School of Arts as an entertainer
in Musical Comedy. After graduation, Mrs. Girard practiced her craft in both
England and the United States. Mrs. Girard engaged in live performances, many of
which were transmitted by the British Broadcast Corporation. After coming to the
United States, Mrs. Girard became co-owner and operator of the "Johnny Dennis
Show," a musical comedy that enjoyed a prosperous run on stages in San
Francisco, Los Angeles and Las Vegas.
<PAGE> 14
ITEM 6. EXECUTIVE COMPENSATION
No compensation of directors or executive officers has been paid by the Company
to date. The officers and directors of the Company are reimbursed for
out-of-pocket expenses incurred on the Company's behalf.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are no relationships or related transactions to report.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is not listed for trading at this time. There are 36
record owners of the Company's stock. The Company has never paid a cash dividend
and has no present intention of doing so in the foreseeable future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The following sales of unregistered Company Securities (Common Stock), were
issued in accordance with certain exemptions from registration made available by
the Federal Securities Laws. The exemption or exemptions utilized and relied
upon by the Company in its offer and/or sale of certain unregistered Company
Securities are provided by the Securities Act of 1933, as amended and as
promulgated by the United States Securities and Exchange Commission (hereinafter
"the Act"), and contained in sections 3(b) and/or 4(2) thereof. In addition,
certain other exemptions from registration provided in Subsection 11 of Section
90.530 of the Nevada Revised Statutes pertaining to the offer and/or sale of
unregistered Securities was relied upon by the Company.
Mojave was formed by Samuel J. Incorvia (now deceased) for an initial capital
contribution of $1,000. Mr. Samuel J. Incorvia was issued 50,000 common shares
in return for his capital contribution. On March 15, 1995, Samuel J. Incorvia's
founders shares were transferred to his son, Richard Incorvia, and at such time,
Richard Incorvia became Mojave's President and the sole member of its Board of
Directors.
On July 15, 1996, Mr. Richard Incorvia resigned as Mojave's sole officer and
director, and returned his 50,000 common shares to Mojave in return for his
father's original capital contribution of $1,000. Contemporaneously, Cathy
Souers contributed $1,000 to Mojave and became its President and Sole Director.
On April 4, 1998, Cathy Souers resigned as Mojave's sole officer and director,
and returned
<PAGE> 15
her 50,000 common shares to Mojave in return for her $1,000 contribution.
Contemporaneously, Vivian Nehls was elected as Mojave's President and Treasurer
and David Rodgers was elected as Mojave's Secretary. Both Ms. Nehls and Mr.
Rodgers became members of Mojave's Board of Directors.
Vivian Nehls and David Rodgers were each issued 62,500 shares of Mojave common
stock in exchange for total consideration in the amount of $37,500. Mrs. Nehls
and Mr. Rogers each contributed $3,750 to Mojave, along with 2,143 (a total of
4286) common shares of R & R Resources, Inc., which were then valued at $7.00
per share.
On May 6, 1998, Mojave's Board of Directors authorized an exempt offering
pursuant to Rule 504 of Regulation D, through which, 200,000 common shares of
Mojave were offered to the public at a cost of $0.25 per share. (See ITEM 10,
Recent Sales of Unregistered Securities). This exempt offering was fully
subscribed between May 6, 1998, and June 30, 1998. There were 33 subscribers.
On February 29, 2000, Mojave and Norden Associates, Inc., a Nevada Corporation,
completed a Stock Exchange Agreement whereby Mojave issued 200,000 of its
Restricted Common Shares in exchange for 100% of the issued and outstanding
shares of Norden Associates, Inc. Norden Associates, Inc., owned and operated
Netta's Salon, which now is owned and operated by Mojave. Norden Associates,
Inc.'s sole officer and director was Netta Girard, who, as part of the Stock
Exchange Agreement was granted a seat on Mojave's Board of Directors for a
period of one year.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the issuance of 25,000,000
shares of Common Stock, of which 525,000 are issued and outstanding. The shares
are non-assessable, without preemptive rights, and do not carry cumulative
voting rights. Holders of common shares are entitled to one vote for each share
on all matters to be voted on by the stockholders. The shares are fully paid,
non-assessable, without preemptive rights, and do not carry cumulative voting
rights. Holders of common shares are entitled to share ratably in dividends, if
any, as may be declared by the Company from time-to-time, from funds legally
available. In the event of a liquidation, dissolution, or winding up of the
Company, the holders of shares of common stock are entitled to share on a
prorata basis all assets remaining after payment in full of all liabilities.
Shares Eligible for Future Sale
Of the issued and outstanding shares, 325,000 are subject to resale restrictions
and, unless registered under the Securities Act of 1933 (the "Act") or exempted
under another provision of the Act, will be ineligible for sale in the public
market. Sales may be made after two years from their acquisition in accordance
with Rule 144 promulgated under the Act.
<PAGE> 16
In general, Rule 144 permits a person (or persons whose shares are aggregated)
who has beneficially owned shares that were acquired privately (either directly
from the Company or from an Affiliate of the Company) for at least one year, or
who is an Affiliate of the Company, to sell within any three-month period, a
number of such shares that does not exceed the greater of 1% of the then
outstanding shares of the Company's Common Stock or the average weekly trading
volume in the Company's common stock during the four calendar weeks immediately
preceding such sale.
Sales under Rule 144 are also subject to certain manner of sale provisions,
notice requirements, and the availability of current public information about
the Company. A person (or persons whose shares are aggregated) who is not deemed
to have been an Affiliate at any time during the 90 days preceding a sale, and
who has beneficially owned shares for at least two years, is entitled to sell
all such shares under Rule 144 without regard to the volume limitations, current
public information requirements, manner of sale provisions, or notice
requirements. Sales of substantial amounts of the Common Stock of the Company in
the public market could affect prevailing market prices adversely.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its shareholders for errors
in judgment or other acts, or omissions not amounting to intentional misconduct,
fraud or a knowing violation of the law, since provisions have been made in the
Articles of incorporation and Bylaws limiting such liability. The Articles of
Incorporation and Bylaws also provide for indemnification of the officers and
directors of the Company in most cases for any liability suffered by them or
arising from their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud or a knowing violation of the
law. Therefore, purchasers of these securities may have a more limited right of
action than they would have except for this limitation in the Articles of
Incorporation and Bylaws.
The officers and directors of the Company are accountable to the Company as
fiduciaries, which means such officers and directors are required to exercise
good faith and integrity in handling the Company's affairs. A shareholder may be
able to institute legal action on behalf of himself and all others similarly
stated shareholders to recover damages where the Company has failed or refused
to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be able to
bring a class action or derivative suit to enforce their rights, including
rights under certain federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the purchase or sale of
their interest in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of the proceeds
from the sale of these securities, may be able to recover such losses from the
Company.
<PAGE> 17
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this Item 13 follow
the index of financial statements appearing at Item 15 of this Form 10SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company's previous auditor was Kurt D. Saliger, C.P.A. The Company decided
to use Mark Sherman, C.P.A., to conduct its most recent audit. This change was
made merely for the convenience of the Company, as Mr. Saliger was unavailable
due to familial exigencies.
There was no disagreement between the Company and Mr. Saliger that led the
Company to make this change. Rather, the Company sought Mr. Saliger's
acquiescence in the change due to his unavailability, and Mr.Saliger granted the
company his acquiescence.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Independent Auditors Report of Norden Associates, Inc., as of December 31, 1998,
December 31, 1999, and February 29, 2000.
Balance Sheet of Norden Associates, Inc.
Statement of Operations of Norden Associates, Inc.
Statement of Stockholders' Equity of Norden Associates, Inc.
Statement of Cash Flows of Norden Associates, Inc.
Notes to Financial Statements of Norden Associates, Inc.
Independent Auditors Report of Mojave Southern, Inc.
Balance Sheet of Mojave Southern, Inc.
Statement of Operations of Mojave Southern, Inc.
Statement of Stockholders Equity of Mojave Southern, Inc.
Statement of Cash Flows of Mojave Southern, Inc.
Notes to Financial Statement of Mojave Southern, Inc.
<PAGE> 18
MARK SHERMAN, CPA
7601 MOORING AVENUE
LAS VEGAS, NV 89129
PHONE (702) 645-0808 FAX: (702) 658-7310
--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Norden Associates, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Norden Associates, Inc.
(a Nevada Corporation), as of February 29, 2000; December 31, 1999; and December
31, 1998 and the related statement of operations, stockholders' equity and cash
flows for the three periods ended February 29, 2000; December 31, 1999 and
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 I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit 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 referred to above present fairly, in all
material respects, the financial position of Norden Associates, Inc. at February
29, 2000; December 31, 1999 and December 31, 1998 and the results of operations
and their cash flows for the three periods ended February 29, 2000; December 31,
1999 and December 31, 1998 in conformity with generally accepted accounting
principles.
/s/ MARK S. SHERMAN
-------------------------
Mark S. Sherman
May 11, 2000
<PAGE> 19
NORDEN ASSOCIATES, INC.
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
February December December
29, 2000 31, 1999 31, 1998
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 147 $ 165 $ 53
REFUNDABLE DEPOSITS 3,300 3,300 0
-------- -------- --------
TOTAL CURRENT ASSETS 3,447 3,465 53
OTHER ASSETS
INVESTMENT IN NETTAS SALON (NOTE 2) 64,650 63,050 0
TOTAL OTHER ASSETS
-------- -------- --------
TOTAL ASSETS $ 68,097 $ 66,515 $ 53
======== ======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
OTHER CURRENT LIABILITIES $ 39,368 $ 37,768 $ 0
-------- -------- --------
TOTAL CURRENT LIABILITIES $ 39,368 $ 37,768 $ 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
Authorized 40,000,000 shares;
Issued and outstanding at
February 29, 2000 100,000 shares $ 100
December 31, 1999 100,000 shares $ 100
December 31, 1998 100,000 shares $ 100
Additional Paid In Capital $ 21,900 $ 21,900
Retained Earnings(Deficit) $ 6,729 $ 6,747 ($ 47)
-------- -------- --------
TOTAL STOCKHOLDERS' EQUITY $ 28,729 $ 28,747 $ 53
-------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 68,097 $ 66,515 $ 53
======== ======== ========
</TABLE>
<PAGE> 20
NORDEN ASSOCIATES, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
JANUARY 1 JANUARY 1 JANUARY 1 MARCH 17, 1987
to to to (Inception)
February December December to February
29, 2000 31, 1999 31, 1998 29, 2000
<S> <C> <C> <C> <C>
INCOME
REVENUE $ 0 $ 18,000 $ 0 $ 18,000
--------- --------- --------- ---------
TOTAL INCOME 0 18,000 0 18,000
EXPENSES
General and
Administrative $ 18 $ 11,206 $ 47 $ 11,271
--------- --------- --------- ---------
TOTAL EXPENSES $ 18 $ 11,206 $ 47 $ 11,271
--------- --------- --------- ---------
NET PROFIT (LOSS) ($ 18) $ 6,794 $ (47) $ 6,729
========= ========= ========= =========
NET PROFIT (LOSS)
PER SHARE ($ 0.0002) $ 0.0680 ($ 0.0005) $ 0.0673
========= ========= ========= =========
AVERAGE NUMBER
OF SHARES OF
COMMON STOCK
OUTSTANDING 100,000 100,000 100,000 100,000
========= ========= ========= =========
</TABLE>
<PAGE> 21
NORDEN ASSOCIATES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK
NUMBER ADDITIONAL
OF PAID IN
SHARES AMOUNT CAPITAL TOTAL
-------- -------- ---------- --------
<S> <C> <C> <C> <C>
MAY 19, 1998
ISSUED FOR CASH 100,000 $ 100 $ 0 $ 100
-------- -------- -------- --------
NET (LOSS), 5-19-98
(INCEPTION) TO 12-31-98 ($ 47)
-------- -------- -------- --------
BALANCE DEC. 31, 1998 100,000 $ 100 $ 0 $ 53
MAY 12, 1999 CANCEL SHARES
issued in 1996 (100,000) ($ 100) ($ 100)
MAY 12, 1999 ISSUED FOR CASH 100,000 $ 100 $ 21,900 $ 22,000
NET INCOME, 12-31-99 $ 6,794
-------- -------- -------- --------
BALANCE DEC. 31, 1999 100,000 $ 100 $ 21,900 $ 28,747
NET (LOSS), 2-29-00 $ (18)
-------- -------- -------- --------
BALANCE FEBRUARY 29, 2000 100,000 $ 100 $ 21,900 $ 28,729
======== ======== ======== ========
</TABLE>
<PAGE> 22
NORDEN ASSOCIATES, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
JANUARY 1 JANUARY 1 JANUARY 1 MARCH 17, 1987
to to to (Inception)
February December December to February
29, 2000 31, 1999 31, 1998 29, 2000
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) ($ 18) $ 6,794 ($ 47) $ 6,729
Accounts Receivable increase $ 0 ($ 3,300) 0 ($ 3,300)
Accounts Payable increase $ 1,600 $ 37,668 0 $ 39,268
-------- -------- -------- --------
CASH FLOWS FROM
OPERATING ACTIVITIES $ 1,582 $ 41,162 ($ 47) $ 42,697
CASH FLOWS FROM
INVESTING ACTIVITIES
Issue Common stock $ 100 $ 100
Additional Paid In Capital $ 21,900 $ 21,900
Investment in Netta's salon ($ 1,600) ($63,050) $ 0 ($64,650)
CASH FLOWS FROM
INVESTING ACTIVITIES ($ 1,600) ($41,050) $ 0 ($42,650)
NET INCREASE
(decrease) in Cash ($ 18) $ 112 ($ 47) $ 47
Cash
Beginning of Period $ 165 $ 53 $ 100 $ 100
-----------------------------------------------------------
Cash
END OF PERIOD $ 147 $ 165 $ 53 $ 147
===========================================================
</TABLE>
<PAGE> 23
NORDEN ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS
March 17, 1987 (inception) to February 29, 2000
NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES
The Company was incorporated March 17, 1987 under the laws of the State
of Nevada as P. G. & T. Service Co., Inc. and through May 19, 1998 had
substantially no activity. The Company was organized to engage in any lawful
activity. On May 31, 1996 the corporation increased its capitalization to
$40,000,000 authorized shares at $0.001 par value and 100,000 shares of
restricted common stock were issued to its sole shareholder, officer and
director. On the same date pursuant to Article I of the Articles of
Incorporation of the Company, the name was changed to Norden Associates,
Incorporated.
The Company has determined its accounting policies and procedures as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 2 - INVESTMENT IN NETTAS SALON
ON MAY 12, 1999 NORDEN ASSOCIATES, INC. PURCHASED BELLA DONA HAIR AND
NAILS, A PERSONAL CARE SALON FOR $22,000 CASH. NORDEN HAS CONTINUED THIS
BUSINESS BY DOING BUSINESS UNDER THE NAME NETTAS SALON. THE FOLLOWING AUDITED
INFORMATION OF NETTAS SALON IS SELECTED FINANCIAL INFORMATION AT FEBRUARY 29,
2000 AND DECEMBER 31, 1999:
<TABLE>
<CAPTION>
FEBRUARY DECEMBER
29, 2000 31, 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets $ 1,104 $ 1,300
Fixed assets 9,764 9,767
Other assets 17,474 17,544
-------- --------
$ 28,342 $ 28,541
======== ========
LIABILITIES AND OWNERS EQUITY
Current liabilities $ 105 $ 0
Owners' equity 28,237 28,541
-------- --------
$ 28,342 $ 28,541
======== ========
</TABLE>
<PAGE> 24
NOTE 2 - INVESTMENT IN NETTA'S SALON (CONTINUED)
REVENUES AND NET INCOME (LOSS) FOR THE TWO MONTHS ENDED FEBRUARY 29,
2000 AND YEAR ENDED DECEMBER 31, 1999 ARE AS FOLLOWS:
<TABLE>
<CAPTION>
FEBRUARY DECEMBER
29, 2000 31, 1999
-------- --------
<S> <C> <C>
Revenues $ 6,557 $ 27,830
======== ========
Net income (loss) ($ 371) ($ 6,438)
======== ========
</TABLE>
NOTE 3 - COMMON STOCK
On May 12, 1999 the Company cancelled 100,000 shares of restricted
common stock originally issued on May 31, 1996. On the same date, the Company
issued 100,000 shares of restricted common stock for $22,000 cash.
<PAGE> 25
MARK SHERMAN, CPA
7601 MOORING AVENUE
LAS VEGAS, NV 89129
PHONE (702) 645-0808 FAX: (702) 658-7310
--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Mojave Southern, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Mojave Southern, Inc.
(a development stage company) , as of March 31, 2000; and the related statement
of operations, stockholders' equity and cash flows for the three months ended
March 31, 2000. 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 I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit 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. The December 31, 1999 financial statements were examined
by other auditors whose report dated February 23, 2000, expressed an unqualified
opinion on those statements.
In my opinion, the financial referred to above present fairly, in all
material respects, the financial position of Mojave Southern, Inc. at March 31,
2000; and the results of operations and their cash flows for the three months
ended March 31, 2000 in conformity with generally accepted accounting
principles.
/s/ MARK S. SHERMAN
-------------------------
Mark S. Sherman
May 11, 2000
<PAGE> 26
MOJAVE SOUTHERN, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2000
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash $ 322
ACCOUNTS RECEIVABLE 40,000
Marketable Securities (Note 2) 4,152
---------
TOTAL CURRENT ASSETS 44,474
OTHER ASSETS
Investment in Norden Associates, Inc. (Note 3) $ 50,000
---------
TOTAL OTHER ASSETS 50,000
TOTAL ASSETS $ 94,474
=========
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts Payable $ 124,623
---------
TOTAL CURRENT LIABILITIES $ 124,623
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
Authorized 50,000,000 shares;
Issued and outstanding at
March 31, 2000 325,000 shares $ 325
Additional Paid In Capital $ 64,869
Deficit Accumulated During Development Stage $ (95,343)
---------
TOTAL STOCKHOLDERS' EQUITY $ (30,149)
---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 94,474
=========
</TABLE>
<PAGE> 27
MOJAVE SOUTHERN, INC.
( A Development Stage Company )
STATEMENT OF OPERATIONS
January 1, 2000 to March 31, 2000
<TABLE>
<CAPTION>
DECEMBER 30,
1994
(Inception)
to March
31, 2000
<S> <C> <C>
INCOME
Revenue $ 0 $ 0
--------- ---------
TOTAL INCOME 0 0
EXPENSES
General and
Administrative $ 4,591 $ 95,343
TOTAL EXPENSES $ 4,591 $ 95,343
--------- ---------
NET PROFIT (LOSS) ($ 4,591) ($ 95,343)
========= =========
NET PROFIT (LOSS)
PER SHARE ($ 0.0142) ($ 0.2934)
========= =========
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 325,000 325,000
========= =========
</TABLE>
<PAGE> 28
MOJAVE SOUTHERN, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 31, 2000
<TABLE>
<CAPTION>
Common Stock
(Deficit)
Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
-------- -------- ---------- ------------
<S> <C> <C> <C> <C>
January 10, 1995
Issued for Cash 50,000 $ 50 $ 3,542
Net (Loss), 12-30-94
(inception) to 12-1-95 ($ 80)
Balance Dec. 31, 1995 50,000 $ 50 $ 3,542 ($ 80)
Net (Loss), 12-31-96 50,000 $ 50 $ 3,542 ($ 3,307)
Balance Dec. 31, 1996 50,000 $ 50 $ 3,542 ($ 3,387)
Net (Loss), 12-31-97 50,000 $ 50 $ 3,542 ($ 209)
Balance Dec. 31, 1997 50,000 $ 50 $ 3,542 ($ 3,596)
April 4, 1998 issued 125,000 $ 125 $ 11,527
for Cash and Stock
April 4, 1998 cancel (50,000) ($ 50)
October 2, 1998 200,000 $ 200 $ 49,800
issued for Cash
Net (Loss), 12-31-98 ($66,306)
Net (Loss), 12-31-99 ($20,850)
Balance Dec. 31, 1999 325,000 $ 325 $ 64,869 ($90,752)
Net (Loss), Mar. 31, 2000 ($ 4,591)
Balance March 31, 2000 325,000 $ 325 $64869 ($95,343)
</TABLE>
<PAGE> 29
MOJAVE SOUTHERN, INC.
( A Development Stage Company )
STATEMENT OF CASH FLOWS
January 1, 2000 to March 31, 2000
<TABLE>
<CAPTION>
DECEMBER 30,
1994
(Inception)
to March 31,
2000
------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) ($ 4,591) ($ 95,343)
Accounts Receivable increase $ 0 ($ 40,000)
Accounts Payable increase $ 54,400 $ 124,623
--------- ---------
CASH FLOWS FROM
OPERATING ACTIVITIES $ 49,809 ($ 10,720)
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of Norden Associates, Inc. ($ 50,000) ($ 50,000)
Issue Common Stock $ 0 $ 325
Additional Paid In Capital $ 0 $ 60,717
--------- ---------
CASH FLOWS FROM
INVESTING ACTIVITIES ($ 50,000) $ 11,042
NET INCREASE
(decrease) in Cash ($ 191) $ 322
Cash
Beginning of Period $ 513 $ 0
Cash
March 31, 2000 $ 322 $ 322
</TABLE>
<PAGE> 30
MOJAVE SOUTHERN, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES
The Company was incorporated December 30, 1994 under the laws of the
State of Nevada. The Company was organized to engage in any lawful activity. The
Company current has no operations and, in accordance with SFAS #7, is considered
a development stage company.
The Company has not determined its accounting policies and procedures,
except as follows:
1. The Company used the accrual method of accounting.
2. Earnings per share are computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 2 - MARKETABLE SECURITIES
Marketable securities represent 4,286 shares of stock of Centenary
International Corp. (RRRI) at the bid price of $0.9688 per share as shown on the
OTC Electronic Bulletin Board market at September 30, 1999. The RRRI stock was
acquired on April 4, 1998 in exchange for issuance of 125,000 shares of Mojave
Southern, Inc. stock plus $7,500 cash.
NOTE 3 - INVESTMENT IN NORDEN ASSOCIATES, INC.
On February 29, 2000 the Company purchased 100% of the common stock of
Norden Associates, Inc. dba Netta's Salon, a company with an established source
of revenue, for $50,000 cash.
NOTE 4 - COMMON STOCK
On April 4, 1998 the Company cancelled 50,000 shares of stock originally
issued on January 10, 1995. On the same date, the Company issued 125,000 shares
of stock for $7,500 cash and 4,286 shares of R & R Resources, Inc. equaling
$7,500 total consideration.
<PAGE> 31
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No.
-------
<S> <C>
3(i) Articles of Incorporation of Mojave Southern, Inc.
3(ii) By-Laws of Mojave Southern, Inc.
10 Material Contract - Lease
16 Letter regarding Change of Certifying Accountant
23 Consents of Experts & Counsel
24 Opinion of Counsel
27 Financial Data Schedule
99 Stock Exchange Agreement
</TABLE>
<PAGE> 32
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Mojave Southern, Inc.,
By: /s/ Vivian Nehls
-----------------------------
Vivian Nehls
Dated: June 2, 2000
