<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-SB
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12 (g) of the Securities Exchange Act of 1934
CONTESSA CORPORATION
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(Name of Small Business Issuer in Its Charter)
Delaware 65-0656268
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2700 West Cypress Creek Rd., Suite C103
Fort Lauderdale, Florida 33309 33309
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(Address of Principal Executive Offices) (Zip Code)
(954) 973-7779
(Registrant's Telephone Number, Including Area Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Business.
(a) Business Development.
Contessa Corporation (hereinafter referred to as the "Company" and/or the
"Issuer"), a Delaware corporation, was formed on March 7, 1996 under the name
United Health Management, Inc. to operate as a managed health care provider. On
September 16, 1997, the board of directors of the Company changed the business
of the Company to that of a holding company, and subsequently changed its name
to Contessa Corporation. In September of 1997, the Company acquired all of the
issued and outstanding shares of Gastronnomia Bocca Di Rossa, Inc. ("GBDR"), a
Florida corporation, in exchange for 562,500 shares of its common stock, $.0001
par value (the "Acquisition"). As a result, GBDR became the wholly-owned
subsidiary of the Company. Prior to the Acquisition, GBDR was a wholly owned
subsidiary of Giuditta Investments, Inc. an affiliate of Mr. Pietro Bortolatti,
and a corporation organized under the laws of Florida.
(b) Business of the Issuer.
The Company is a holding company, the principal assets of which are the
capital stock of Gastronnomia Bocca Di Rosa, Inc. ("GBDR"). At present, the
Company conducts no business on its own independent of GBDR. At the time of its
acquisition, GBDR was to be the basis for the Company's restaurant operations.
Development of the restaurant operations has proceeded behind schedule and the
Company has incurred greater costs than it had anticipated. As a result, the
Company has decided to abandon the restaurant development effort. The Company
has entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
under which Mr. Bortolatti would receive back the shares of GBDR formerly held
by his affiliate, Giuditta Investments, Inc. and in exchange therefor, would
surrender the shares of the Company that he received in the Acquisition. The
consummation of the Stock Purchase Agreement is subject to several contingencies
and conditions and will be completed when these are satisfied.
GBDR was to be engaged in the operation of an Italian delicatessen/cafe,
to be called "Bocca Di Rosa Gastronnomia" ("Gastronnomia"). Gastronnomia was
intended to be an informal restaurant/ delicatessen/bakery/ featuring take-
out, catering, deliveries, as well as on site dining. The restaurant was to
offer both indoor and outdoor dining in a rustic setting, with an open,
elevated kitchen. The hours of operation were to be principally during the
day, with an early dinner service until 8:00 pm. The opening of Gastronnomia
was originally scheduled for November 30, 1998. Due to unforeseen delays and
difficulties of various types, Gastronnomia has never opened. According to
Mr. Bortolatti, successfully bringing the project to completion would require
additional investment by the Company of approximately $200,000. The Company
has determined that it is not in its best interest to continue the development
process and has therefore decided to abandon the restaurant operations.
Base lease payments of $63,204 plus additional lease
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payments in respect of allocated real estate taxes and insurance will remain the
obligation of GBDR, however, upon the consummation of the sale under the Stock
Purchase Agreement the Company will have no interest in GBDR, and consequently,
will have no obligation with respect to the lease.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Period from inception (March 7, 1996) to December 31, 1998
and for the three months ended March 31, 1999.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The forward-looking statements
contained in this Form 10-SB are subject to certain risks and uncertainties.
Actual results could differ materially from current expectations. Among the
factors that could affect the Company's actual results and could cause results
to differ from those contained in the forward-looking statements contained
herein is the Company's ability to implement its business strategy successfully,
which will be dependent on business, financial, and other factors beyond the
Company's control, including, among others, prevailing changes in consumer
preferences, availability of trained personnel and changes in regulations.
There can be no assurance that the Company will continue to be successful in
implementing its business strategy. Other factors could also cause actual
results to vary materially from the future results covered in such forward-
looking statements.
Development stage activities.
The Company has been a development stage enterprise since its inception
March 7, 1996 to December 31, 1998 and for the three months ended March 31,
1999. During this period, management had devoted the majority of its efforts to
construction of the restaurant, pursuing and finding a management team to
continue the process of completing its marketing goals, obtain sufficient
working capital through officer loans and private placements. These activities
were funded by the Company's management aggregating $127,432 through December
31, 1998 and $152,044 through March 31, 1999 and investments from stockholders
aggregating $318,902 through March 31, 1999. The Company has expended funds to
purchase restaurant equipment aggregating $132,148 through March 31, 1999, paid
out $109,363 in restaurant pre-opening expenses, paid security deposits of
$10,533 and paid $206,803 in general and administrative expenses for the period
from inception, March 7, 1996, through March 31, 1999. The Company has not yet
generated sufficient revenues during its limited operating history to fund its
ongoing operating expenses, repay outstanding indebtedness or to fund its food
service related expenses.
Results of Operations for the period from the Company's inception March 7, 1996
through March 31, 1999.
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For the period from the Company's inception March 7, 1996 through
March 31, 1999, (a period of approximately 36 months), the Company generated net
sales of approximately $-0-.
The Company's gross profit on sales was approximately -0-% for the
period from March 7, 1996 through March 31, 1999.
The Company's overhead costs aggregated approximately $361,166 for the
period from inception March 7, 1996 through March 31, 1999. Of these initial
start up costs, $155,362 is attributed to a consulting contracts for an
unrelated business operated prior to the Company's entrance into the restuarant
business, $109,363 in restaurant pre-opening expenses, an aggregate of $84,751
in rent and real estate taxes and an additional $11,690 related to
administrative costs of organizing the building of the new restaurant.
Liquidity and capital resources.
The Company increased liquidity by $4,290 from a cash balance at the
Company's inception of $1,000. The Company has been funded through the process
of selling shares of common stock through various private placements aggregating
$301,037 for the period, March 7, 1996 to March 31, 1999 which includes a
private placement to fund the new venture of $18,902 during 1998, and received
loans from officers amounting to $152,044 through March 31, 1999.
The Company expended an aggregate of $132,148 for equipment and
furnishings, $10,533 in security deposits, and paid an aggregate of $109,363 in
pre-opening expenses which has been charged to operations.
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company incurred net losses
of $316,166 for the period from inception March 7, 1996 to March 31, 1999. These
factors indicate that the Company's continuation as a going concern is dependent
upon its ability to obtain adequate financing. The Company will require
substantial additional funds to finance its business activities on an ongoing
basis and will have a continuing long-term need to obtain additional financing.
The Company plans to engage in such ongoing financing efforts on a continuing
basis.
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Item 3. Description of Properties.
The Company's executive offices are currently located at 2700 West Cypress
Creek Road, Suite C-103, Fort Lauderdale, Florida 33309. This space is
currently provided free of charge to the Company by Stanley Markofsky, the
brother of Ian Markofsky, who is the sole shareholder of Viking Investment Group
II, Inc. See Item 4.
GBDR prior to its acquisition by Contessa had entered into a lease dated
July 1, 1997 with Carolyn Meredith for 1,832 square feet of retail space at 2808
Bird Avenue (the "Premises A") and 916 square feet of retail space at 2806 Bird
Avenue (the "Premises B"), both in Coconut Grove, Florida (collectively the
"Premises"). The lease term was for ten (10) years, beginning July 1, 1997. The
Premises includes on-site parking.
The annual rent for Premises A for the first three years is $42,136,
payable in equal monthly installments of $3,511.33. Beginning on May 1, 1998,
the annual rent for Premises B for the first three (3) years is $21,068, payable
in equal monthly installments of $1,755.66. The rent payable for years four
through twenty is incremented by a cost of living increase. The lease provides
for the a ten (10) year extension. The lease also requires the lessee to pay
additional rent, which amount represents the lessee's proportionate share of
real estate taxes and insurance. The amount of additional rent owed by the
lessee for the first year of the lease was $10,764, payable in equal monthly
installments of $897.00. The lessee's share of the aggregate additional rent is
31.5% of the total yearly costs for real estate taxes and insurance. The
Company has paid a security deposit of $10,533.99. Upon the consummation of the
Stock Purchase Agreement, lease obligations will remain the obligation of GBDR
which will be wholly owned by Mr. Bortolatti. The Company will have no further
obligations with respect to the lease.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners.
<TABLE>
<CAPTION>
Name and Amount and
Title of Address of Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class*
-------- ---------------- -------------------- ---------
<S> <C> <C> <C>
Common Stock, par Anthony Markofsky/(1)(2)/ 300,000 shares 10.46%
value $.0001 per share c/o Contessa Corporation Direct
Common Stock, par Viking Investment Group II, 525,000 Shares/(2)/
value $.0001 per share Inc.; 630 Third Avenue
New York, NY 10017 Direct 18.31%
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Stock, par Parenteau Corporation 525,000 shares/(2)/ 18.31%
value $.0001 per share 4446 St. Laurent Blvd. Direct
Suite 801
Quebec, Canada W2W 125
Common Stock, par Giuditta Investment, Inc. 562,500 shares/(2)/ 19.62%
value $.0001 per share 2833 Bird Avenue Direct
Coconut Grove, FL 33133
</TABLE>
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* Based on 2,866,506 shares issued and outstanding.
/(1)/ Ian Markofsky is the President and sole shareholder of Viking Investment
Group II, Inc. Mr. Markofsky is the father of Anthony Markofsky.
/(2)/ After giving effect to the consummation of the Stock Purchase Agreement,
Mr. Markofsky's holdings will comprise 13.02%, Viking Investments Group
II, Inc.'s holdings will comprise 22.79%, and Parenteau Corporation's
holding will comprise 22.79% of the Company's common stock based on
2,304,006 shares outstanding. The stock held by Giuditta Investments,
Inc., an affiliate of Pietro Bortolatti shall be transferred back to the
Company. Parenteau Corporation is a Delaware corporation wholly-owned by
Mr. Francois Parenteau.
The Company has not contacted stock brokerage firms holding shares of the
Company's Common Stock in "street name" to determine whether there are
additional substantial shareholders of the Company.
(b) Security Ownership of Management.
The number of shares of Common Stock of the Issuer owned by the Directors
and Executive Officers of the Issuer is as follows:
<TABLE>
<CAPTION>
Name and Amount and
Title of Address of Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class*
--------- ------------------- -------------------- -----------
<S> <C> <C> <C>
Common Stock, par Thomas Knudson 0 shares 0
value $.0001 per share
Common Stock, par David Rector 0 shares 0
value $.0001 per share Director
c/o Contessa Corporation
Common Stock, par Anthony Markofsky 300,000 shares 10.46%
value $.0001 per share Secretary & Director
c/o Contessa Corporation
Common Stock, par Adam S. Gottbetter /(3)/ 50,000 shares 1.74%
value, $.0001 per share Assistant Secretary
Kaplan Gottbetter & Levenson, LLP Indirect
630 Third Avenue, 5/th/ Floor
New York, NY 10017
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Stock, par All Officers and Directors 875,000 shares 30.52%
value $.0001 per share (4 persons)
</TABLE>
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* Based on 2,866,506 shares currently issued and outstanding.
(1) Mr. Ian Markofsky holds his shares through an affiliated corporation, Viking
Investment Group II, Inc.
(2) After giving effect to the consummation of the Stock Purchase Agreement, Mr.
Ian Markofsky's indirect holding will comprise 22.79%, Mr. A. Markofsky's
holding will comprise 13.02% and Mr. Gottbetter's holding will comprise
2.17% of the Company's common stock, each based on 2,304,006 shares
outstanding.
(3) Mr. Gottbetter is a partner in the law firm of Kaplan Gottbetter & Levenson,
LLP, which owns 50,000 shares of common stock of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
(a) The Directors and Executive Officers of the Company are as follows.
Directors of the Company serve for a term of one year or until their successors
are elected. Officers are appointed by, and serve at the pleasure of, the
Board.
Thomas E. Knudson, 42, President, Treasurer and Director.
Mr. Knudson has served as a director of the Company since inception
and has served as President of the Company since July 1996. Prior to that
time, Mr. Knudson was a principal of several entrepreneurial ventures including
serving as Secretary of Leadville Development Corp., a commercial real estate
developer (1990 until June 1996), President and owner of Cocobianco, a clothing
importer and retailer (1986 to 1996) and Principal of Fast Incorporated, a BMW
dealership, all located in and around Sun Valley, Idaho. Mr. Knudson served as
Vice President of Sales of Tamboril Cigar Company ("Tamboril") from June 1996 to
August 4, 1998, and served as a Director of Tamboril from October 1996 to
August 4, 1998.
Anthony Markofsky, 30, Secretary and Director
Mr. Markofsky has served as Secretary and a Director of the Company since
inception. During the period April 1997 to January, 1999, Mr. Markofsky served
as President and Chief Executive Officer of Tamboril. Mr. Markofsky served as
a Director of Tamboril from October 1996 to January 1999. Prior to these
positions with Tamboril, Mr. Markofsky served as Vice President and Sales
Administration Manager of Tamboril from March 1996 to April 1997. From April
1995 to January 1996, Mr. Markofsky served as a consultant to Intercare Inc., a
medical management company. From April 1991 to April 1995, he held various
positions with CareFlorida Inc., a health maintenance organization. Mr.
Markofsky's father is Ian Markofsky,
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President and sole shareholder of Viking Investment Group II., Inc., an
affiliate of the Company by virtue of its shareholdings in the Company.
Adam S. Gottbetter, 30, Assistant Secretary
Adam S. Gottbetter has served as the Assistant Secretary of the Company
since inception. Mr. Gottbetter received his J.D. from the Benjamin N. Cardozo
School of Law and his B.S. in Finance from the School of Business and Economics
at Lehigh University. Since 1992, Mr. Gottbetter has developed, negotiated,
structured and closed equity and debt investments with both public and private
companies on behalf of both issuers and investors. From 1992 to 1993 he was an
associate with the law firm of Paul B. Gottbetter, Esq. in New York. In 1993,
Mr. Gottbetter co-founded the law firm of Kaplan & Gottbetter, predecessor to
Kaplan Gottbetter & Levenson, LLP, which was formed in 1996. As an attorney,
Mr. Gottbetter specializes in corporate finance and securities matters for
public companies and private companies which may be candidates for the public
market. Mr. Gottbetter is a member of the Finance Committee for Compost America
Holding Company, Inc., a publicly-traded waste management company. He is
admitted to the practice of law in the States of New York and Connecticut.
David S. Rector, 51, Director.
Mr. Rector has served as a Director of Contessa Corporation since June
1998. Mr. Rector was a director of Tamboril Cigar Company ("Tamboril") from
August, 1996 to January 1999. From August 1996 to March 1997, Mr. Rector was
also Executive Vice President and General Manager of Tamboril, where he was
instrumental in organizing Tamboril's operations and administration. Mr. Rector
was appointed Secretary of Tamboril in June of 1997. Over the past two decades,
Mr. Rector has served as a business consultant to, and held senior positions in,
a variety of ventures. From July of 1995 until July 1996, Mr. Rector was
principal of David Stephen Group, a business consulting firm. Mr. Rector was
Chief Operating Officer of Headstrong Group, a manufacturer and distributor of
recreational safety helmets, from July to November 1995. From January to June
of 1995 Mr. Rector was General Manager of Bemiss-Jason, a distributor of paper
products. From June 1992 to April 1994 he was President of Supercart
International, a distributor of shopping carts. From April 1986 to June 1992 he
was principal of Blue Moon, a distributor of garment buttons. From 1980 to
1985, Mr. Rector served as President of Sunset Designs, a designer of leisure
time craft. From 1972 to 1980, Mr. Rector held various managerial sales and
marketing positions with Crown Zellerbach Corporation, a multi-billion dollar
manufacturer of paper and forest products.
(b) Although not an employee of the Company, Pietro Bortolatti's
participation in GBDR was significant to the Company's development efforts for
the Coconut Grove restaurant it attempted to develop. Pietro Bortolatti has
served as the President of GBDR since its inception. Mr. Bortolatti has over 30
years experience in the retail food industry. Mr. Bortolatti currently manages
two other restaurants in Miami under the Bocca Di Rosa name, one of which
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is located across the street from GBDR's location. Neither the Company nor GBDR
has an employment agreement with or any "key man" life insurance on Mr.
Bortolatti.
(c) Anthony Markofsky, Vice President and a Director of the Issuer, is the
son of Ian Markofsky, the President and the sole shareholder of Viking
Investment Group II, Inc., which is a principal shareholder of the Issuer. Ian
Markofsky was instrumental in the founding of the Issuer and plays a significant
role in promoting the Issuer to the investment community.
Item 6. Executive Compensation.
To date, there has been no compensation paid to any executive officer of
the Company.
The Company currently does not have any stock option or stock incentive
plans.
Item 7. Certain Relationships and Related Transactions.
In March 1996, the Company issued an aggregate of 2,100,000 shares of
common stock to its founders, Messrs. Rudy Roig, Anthony Markofsky, Viking
Investment Group II, Inc., and Parenteau Corporation in connection with the
organization and early development stage of the Company, as follows: Rudy Roig
was issued 750,000 shares, Anthony Markofsky was issued 300,000 shares, Viking
Investment Group II, Inc. was issued 525,000 shares and Parenteau Corporation
was issued 525,000 shares. In consideration for said shares, the founders paid
an aggregate of $3,710, consisting of $210 cash, $500 in organization expenses
paid on behalf of the Company and $3,000 in office equipment as a capital
contribution. In September 1996, the Company issued to Kaplan & Gottbetter,
predecessor of Kaplan Gottbetter & Levenson, LLP, 50,000 shares of its common
stock in consideration for legal services valued at $10,000 or $.20 per share.
In July 1996, Rudy Roig was removed as an officer and director of the
Company for breach of his fiduciary duties to the Company. In connection
therewith, pursuant to an escrow agreement dated July 9, 1996 between the
Company and Mr. Roig, Mr. Roig's shareholdings in the Company were returned to
the Company for cancellation in September 1996.
On September 26, 1997, the Company acquired all of the issued and
outstanding capital stock of GBDR consisting of 500 shares, in exchange for
562,500 shares of the common stock, $.0001 par value of the Company (the
"Acquisition"). As a result of the Acquisition, GBDR, became the wholly-owned
subsidiary of the Company. Prior to the Acquisition, GBDR was a wholly owned
subsidiary of Giuditta Investments, Inc., a corporation organized under the laws
of Florida.
Item 8. Legal Proceedings.
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The Issuer is not party to any pending legal proceeding, nor is its
property the subject of any pending legal proceeding.
Item 9. Market Price of and Dividends on the Registrant's Common Equity
and Related Shareholder Matters.
The Issuer's Common Stock is listed on the National Association of
Securities Dealers, Inc. Electronic Bulletin Board under the trading symbol of
"CONT". The Common Stock became listed on October 8, 1998, and to date there
has been no established bid price for the Common Stock. Prior to that time,
there has been no trading in the Issuer's Common Stock. Accordingly, there has
been no high and low bid prices for the Issuer's Common Stock for each quarter
within the last three fiscal years.
Item 10. Recent Sales of Unregistered Securities.
In March 1996, the Company issued an aggregate of 2,100,000 shares to its
founders, Messrs. Rudy Roig, Anthony Markofsky, Viking Investment Group II,
Inc., and Parenteau Corporation in connection with the organization and early
development stage of the Company, as follows: Rudy Roig was issued 750,000
shares, Anthony Markofsky was issued 300,000 shares, Viking Investment Group II,
Inc. was issued 525,000 shares and Parenteau Corporation was issued 525,000
shares. In consideration for said shares, the founders paid an aggregate of
$3,710, consisting of $210 cash, $500 in organization expenses paid on behalf of
the Company and $3,000 in office equipment as a capital contribution. In
September 1996, the Company issued to Kaplan & Gottbetter, predecessor of Kaplan
Gottbetter & Levenson, LLP, 50,000 shares of the common stock in consideration
for legal services valued at $10,000 or $.20 per share.
In July 1996, Rudy Roig was removed as an officer and director of the
Company for breach of his fiduciary duties to the Company. In connection
therewith, pursuant to an escrow agreement dated July 9, 1996 between the
Company and Mr. Roig, Mr. Roig's shareholdings in the Company were returned to
the Company for cancellation in September 1996.
On September 26, 1997, the Company entered into an acquisition agreement,
whereby the Company acquired 500 shares of GBDR, being all of the issued and
outstanding shares of GBDR, in exchange for 562,500 shares of the common stock,
$.0001 par value of the Company (the "Acquisition"). The Company became the
parent company of a wholly-owned subsidiary: Gastronnomia Bocca Di Rosa, Inc., a
Florida corporation formed on June 12, 1997 ("GBDR"). Prior to the Acquisition,
GBDR was a wholly owned subsidiary of Giuditta Investments, Inc., a corporation
organized under the laws of Florida. Each of the foregoing sales of stock by
the Company were transactions "not involving a public offering" and therefore
were exempted transactions under section 4(2) of the Securities Act of 1933, as
amended. All securities purchasers received legended, restricted stock and are
sophisticated investors. All such transactions were arms-length transactions
where such purchasers were given the opportunity to conduct all the due
diligence they deemed necessary before injecting their capital. This included
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opportunity to examine documents, meet with other business principals, and the
opportunity to ask any questions they deemed advisable. None of these
transactions involved any advertising, general solicitations of interest, or
dissemination of information outside of the circle of these individuals.
In October 1996, the Company sold 850,000 shares of its common stock, at a
price of $0.3529411 per share, aggregating $300,000, pursuant to Rule 504 of
Regulation D promulgated under the Act.
In July 1998, the Company, sold 54,006 shares of its common stock, at a
price of $0.35 per share, aggregating $18,902, pursuant to Rule 504 of
Regulation D promulgated under the Act.
Item 11. Description of Securities.
Common Stock
The only security of the Issuer outstanding is its Common Stock, par value
$.0001 per share. The Company is authorized to issue up to 20,000,000 shares of
Common Stock, par value $.0001 per share, of which (i) 2,866,506 shares are
outstanding on the date hereof and (ii) 2,304,006 will be outstanding after the
consummation of the Stock Purchase Agreement. Holders of Common Stock are
entitled to one vote for each share held of record on each matter submitted to a
vote of stockholders. There is no cumulative voting for election of directors.
Subject to the prior rights of any series of preferred stock which may from time
to time be outstanding, if any, holders of Common Stock are entitled to receive
ratably, dividends when, as, and if declared by the Board of Directors out of
funds legally available therefor and, upon the liquidation, dissolution, or
winding up of the Company, are entitled to share ratably in all assets remaining
after payment of liabilities and payment of accrued dividends and liquidation
preferences on the preferred stock, if any. Holders of Common Stock have no
preemptive rights and have no rights to convert their Common Stock into any
other securities. The outstanding Common Stock is validly authorized and
issued, fully paid, and nonassessable.
Preferred Stock
Under the Company's Certificate of Incorporation, as amended (the
"Certificate"), the Board of Directors of the Company is authorized to
designate, and cause the Company to issue, up to five million (5,000,000) shares
of preferred stock of any class or series, having such rights, preferences,
powers and limitations as the Board of Directors shall determine.
Item 12. Indemnification of Directors and Officers.
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The Issuer's Certificate and By-laws contain provisions eliminating the
personal liability of a director to the Issuer and its stockholders for certain
breaches of his or her fiduciary duty of care as a director. This provision
does not, however, eliminate or limit the personal liability of a director (i)
for any breach of such director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Delaware
statutory provisions making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock repurchases or redemptions,
or (iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
the Company protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above), including grossly
negligent business decisions made in connection with takeover proposals for the
Company. As a result of this provision, the ability of the Company or a
stockholder thereof to successfully prosecute an action against a director for a
breach of his duty of care has been limited. However, the provision does not
affect the availability of equitable remedies such as an injunction or recision
based upon a director's breach of his duty of care. The Securities and Exchange
Commission (the "Commission") has taken the position that the provision will
have no effect on claims arising under the federal securities laws.
In addition, the Certificate and By-Laws provide mandatory indemnification
rights, subject to limited exceptions, to any person who was or is party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director
or officer of the Company, or is or was serving at the request of the Company as
a director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. Such indemnification rights include
reimbursement for expenses incurred by such person in advance of the final
disposition of such proceeding in accordance with the applicable provisions of
the Delaware General Corporation Law.
Item 13. Financial Statements.
Registrant's Consolidated Financial Statements as of December 31, 1998, for
the years ended December 31, 1997 and December 31, 1998, and for the period
from March 7, 1996 (inception) to March 31, 1998, and the independent auditor's
report of Thomas P. Monahan, independent certified public accountant, with
respect to certain of those financial statements, appear on pages F-1 to F-11 of
this Form 10-SB.
Item 14. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
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(a) Registrant's Consolidated Financial Statements as of December 31, 1998,
for the years ended December 31, 1997 and December 31, 1998, and for the period
from March 7, 1996 (inception) to March 31, 1998, and the independent auditor's
report of Thomas P. Monahan, independent certified public accountant, with
respect to certain of those certain financial statements, appear on pages F-1 to
F-13 of this Form 10-SB.
(b) Exhibits
Exhibit No. Description
----------- -----------
2.1 Acquisition Agreement and Plan of Reorganization
dated as of dated September 26, 1997 by and
between Contessa Corporation and Gastronnomia
Bocca Di Rosa, Inc. (Previously filed)
3.1 Certificate of Incorporation, as amended of
Registrant (Previously filed)
3.2 By-laws of Registrant (Previously filed)
10.1 Lease Agreement dated July 1, 1997 by and among
Carolyn Meredith and Gastronnomia Bocca Di Rosa,
Inc. (Previously filed)
21 List of Subsidiaries of the Registrant
27 Financial Data Schedule
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONTESSA CORPORATION
Date: July 2, 1999 By: /s/ Thomas Knudson
-------------------------
Thomas Knudson
President and Treasurer
Date: July 2, 1999 By: /s/ Anthony Markofsky
------------------------
Anthony Markofsky
Vice President and Secretary
13
<PAGE>
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(973) 790-8775
To The Board of Directors and Shareholders
of Contessa Corporation ( a development stage company)
I have audited the accompanying consolidated balance sheet of Contessa
Corporation ( a development stage company) as of December 31, 1998 and the
related consolidated statements of operations, cash flows and shareholders'
equity for the years ending December 31, 1997 and 1998. These consolidated
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 examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles 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 consolidated financial position of Contessa
Corporation ( a development stage company) as of December 31, 1998 and the
related consolidated statements of operations, cash flows and shareholders'
equity for the years ending December 31, 1997 and 1998 in conformity with
generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that Contessa Corporation ( a development stage company) will continue
as a going concern. As more fully described in Note 2, the Company has incurred
operating losses since inception and requires additional capital to continue
operations. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans as to these matters are
described in Note 2. The financial statements do not include any adjustments to
reflect the possible effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result from the
possible inability of Contessa Corporation (a development stage company) to
continue as a going concern.
/S/ Thomas P. Monahan
-------------------------------
Thomas P. Monahan, CPA
March 31, 1999
Paterson, New Jersey
F-1
<PAGE>
CONTESSA CORPORATION
(a development stage company)
BALANCE SHEET
<TABLE>
<CAPTION>
March 31,
December 31, 1999
1998 Unaudited
------------ ---------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $4,318 $4,290
------ ------
Total current assets 4,318 4,290
Capital assets 132,148 132,148
Other assets
Excess of purchase paid over book values 196,644 196,644
Security deposits 10,533 10,533
------- -------
Total other assets 207,177 207,177
-------- --------
Total assets $343,643 $343,615
======== ========
Liability and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $127,432 $152,044
-------- --------
Total liabilities 127,432 152,044
Stockholders equity
Common stock-$.0001 par value, authorized
5,000,000 shares. The number of shares
outstanding at December 31, 1998 and
March 31, 1999 was 2,866,506 and 2,866,506
respectively 287 287
Additional paid in capital 507,450 507,450
Accumulated deficit during development stage (291,526) (316,166)
-------- --------
Total stockholders equity 216,211 191,571
------- -------
Total liabilities and stockholders equity $343,643 $343,615
======== ========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
CONTESSA CORPORATION
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the period
For the three For the three from inception
For the year For the year months ended months ended March 7, 1996 to
ended ended March 31, March 31, March 31,
December 31, December 31, 1998 1999 1999
1997 1998 Unaudited Unaudited Unaudited
---- ---- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income $-0- $-0- $-0- $-0- $-0-
Costs of goods sold -0- -0- -0- -0- -0-
---- ---- ---- ---- ----
Gross profit -0- -0- -0- -0- -0-
Operations:
General and 21,298 114,866 24,300 24,640 316,166
administration
Depreciation and -0- -0- -0- -0- -0-
amortization ------ ------- ------ ------ -------
Total expense 21,298 114,866 24,300 24,640 316,166
Net Profit (Loss)
from operations $(21,298) $(114,866) $(24,300) $(24,640) $(316,166)
========= ========= ======== ======== =========
Net income per
share-basic $(.01) $(.04) $(.01) $(.01) $(.11)
========= ========= ========= ======== =========
Total number of
shares outstanding 2,812,000 2,866,566 2,812,000 2,866,506 2,866,506
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
CONTESSA CORPORATION
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the three For the three For the period
For the year For the year months ended months ended from inception
ended ended March 31, March 31, March 31,
December 31, December 31, 1998 1999 1999
1997 1998 Unaudited Unaudited Unaudited
------------ ------------- -------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating Activities
Net profit (loss) $(21,298) $(114,866) $(24,300) $(24,640) $(316,166)
Depreciation and amortization 0 0 0 0 0
Non-cash transactions 10,000
Officer loans 21,592 103,546 45,355 24,612 152,044
Total Cash Flows from Operations 294 (11,320) 21,055 (28) (154,122)
Cash Flows from Financing Activities
Sale of stock 18,902 18,902 301,093
Total Cash Flows from Financing Activities 18,902 18,902 301,093
Cash Flows from Investing Activities
Capital assets (102,214) (29,878) (45,000) (132,148)
Loan receivable 133,779 5,500
Security deposit (3,511) (7,022) (10,533)
Total Cash Flows from Investing Activities 28,054 (31,400) (45,000) (142,681)
Net Increase (Decrease) in Cash 28,348 (23,818) (5,043) (28) 4,290
Cash Balance Beginning of Period (212) 28,136 28,136 4,318 -0-
Cash Balance End of Period 28,136 4,318 23,093 4,290 4,290
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
CONTESSA CORPORATION
(a development stage company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Additional Deficit
Preferred Preferred Common Common paid in accumulated during
Date Stock Stock Stock Stock capital development stage Total
---- ----- ----- ----- ----- ------- ----------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Initial issuance of shares 2,100,000 $210 $210
Issuance of shares for legal services 50,000 5 9,995 10,000
Cancellation of shares (750,000) (75) (75)
Sale of shares 850,000 85 299,915 300,000
Net loss (155,362) (155,362)
------ --------- ---- -------- -------- --------
Balance 12-31-1996 2,250,000 225 291,910 (155,362) 136,773
Issuance of shares of acquisition 562,000 56 196,644 196,700
12-31-1997 Net loss (21,298) (21,298)
-------- ------ --------- ---- -------- -------- --------
12-31-1997 2,812,000 $281 $488,554 (176,660) $312,175
Sale of shares 54,006 6 18,896 18,902
Net loss (114,866) (114,866)
------ --------- ---- -------- -------- --------
Balance 12-31-1998 2,866,506 $287 $507,450 $291,526 $216,211
Unaudited
Net loss (24,640) (24,640)
------ --------- ---- -------- --------- --------
Balances 3-31-1999 2,866,506 $287 $507,450 $(316,166) $191,571
========= ==== ======== ========= ========
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
CONTESSA CORPORATION
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
Note 1. Organization of Company and Issuance of Common Stock
----------------------------------------------------
a. Creation of the Company
Contessa Corporation (the "Company") was first formed under the laws of
Delaware on March 7, 1996 under the name United Health Management, Inc. with an
initial capitalization of 20,000,000 shares of common stock, $.0001 par value
each and 1,000,000 shares of blank check preferred stock, .001 par value each.
On March 26, 1996, the Company amended its certificate of incorporation to
change its name to United Health Partners, Inc. On September 17, 1997, the
Company amended its certificate to change its name to Contessa Corporation and
increase the authorized number of shares of preferred shares to 5,000,000, $.001
par value each.
b. Description of the Company
Contessa Corporation was formed under the name United Health Management,
Inc. to operate as a managed health care provider. On September 16, 1997, the
board of directors of the Company changed the business of the Company to
Contessa Corporation. On September 26, 1997, the Company entered into an
acquisition agreement, whereby the Company acquired all of the issued and
outstanding shares of Gastronnomia Bocca Di Rosa, Inc., a Florida corporation
formed on June 12, 1997 ("GBDR") in exchange for 562,500 shares of the common
stock. The Company became the parent company of GBDR, a wholly-owned subsidiary.
Prior to the Acquisition, GBDR was a wholly owned subsidiary of Giuditta
Investments, Inc., a corporation organized under the laws of Florida.
The Company and GBDR have not begun significant operations, but GBDR had
obtained the space for the Italian delicatessen/cafe (the "Cafe") that it
planned to open and operate.
c. Issuance of Capital Stock
In March, 1996, the Company sold 2,100,000 shares of common stock for an
aggregate consideration of $210 and issued shares as follows: 750,000 shares to
Rudy Roig, 300,000 shares to Anthony Markofsky, 525,000 shares to Viking
Investment Group II, Inc. and 525,000 shares to Parenteau Corp.
On September 16, 1996, pursuant to an escrow agreement between the
Company and Rudy Roig, Mr. Roig returned his shares to the Company for
cancellation.
In April, 1996, the Company issued 50,000 shares of common stock in
consideration for legal services valued at $10,000 or $0.20 per share pursuant
to Rule 701 of the Securities Act of 1933, as amended.
In October, 1996, the Company sold 850,000 shares of common stock for an
aggregate consideration of $300,000 or $0.3529411 per share pursuant to Rule 504
of Regulation D, under the Securities Act of 1933, as amended.
On September 30, 1997, the Company issued 562,000 shares of common stock
for the acquisition of GBDR. valued at $196,700 or $0.35 per share.
Pursuant to a private placement under Rule 504 of the Securities Act of
1933, as amended, (Rule 504), the Company offered in June, 1998, 100,000 shares
of common stock at $0.35 per share. As of June 30,
F-6
<PAGE>
CONTESSA CORPORATION
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
1998, the Company had sold 54,006 shares common stock for an aggregate
consideration of $18,902.
Note 2-Summary of Significant Accounting Policies
------------------------------------------
a. Basis of Financial Statement Presentation
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company incurred net losses
of $316,166 for the period from inception March 7, 1996 to March 31, 1999. These
factors indicate that the Company's continuation as a going concern is dependent
upon its ability to obtain adequate financing. The Company will require
substantial additional funds to finance its business activities on an ongoing
basis and will have a continuing long-term need to obtain additional financing.
The Company plans to engage in such ongoing financing efforts on a continuing
basis.
The financial statements presented consist of the consolidated balance
sheet of the Company as at December 31, 1998 and March 31, 1999 and the related
consolidated statements of operations, stockholders equity and cash flows for
the year ended December 31, 1997 and 1998 and the related unaudited consolidated
statements of operations, stockholders equity and cash flows for the three
months ended March 31, 1998 and 1999 and for the period from inception, March 7,
1996, to March 31, 1999.
b. Cash and cash equivalents
The Company treats temporary investments with a maturity of less than
three months as cash.
c. Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives using the straight line
methods over a period of five years. Maintenance and repairs are charged against
income and betterment's are capitalized.
d. Earnings per share
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE
("Statement No. 128"). Statement No. 128 applies to entities with publicly held
common stock or potential common stock and is effective for financial statements
issued for periods ending after December 15, 1997. Statement No. 128 replaces
APB Opinion 15, Earnings per Share ("EPS"). Statement No. 128 requires dual
presentation of basic and diluted earnings per share by entities with complex
capital structures. Basic EPS includes no dilution and is computed by dividing
net
F-7
<PAGE>
CONTESSA CORPORATION
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
income by the total number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution of securities that could dilute the shares
in computing the earnings of the Company such as common stock which may be
issuable upon exercise of outstanding common stock options or the conversion of
debt into common stock.
Pursuant to the requirements of the Securities and Exchange Commission,
the calculation of the shares used in computing basic and diluted EPS include
the shares of common stock issued for the acquisition of GBDR.
Shares used in calculating basic and diluted net income per share were
as follows:
<TABLE>
<CAPTION>
Three months Three months
Year ended Year ended ended ended
December 31, December 31, March 31, March 31,
1997 1998 1998 1999
---------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Total number common
shares outstanding 2,812,000 2,866,506 2,866,506 2,866,506
--------- --------- --------- ---------
Shares used in calculating
per share amounts - Diluted 2,812,000 2,866,506 2,866,506 2,866,506
========= ========= ========= =========
</TABLE>
e. Revenue recognition
Revenue is recognized when products are shipped or services are
rendered.
f. Selling and Marketing Costs
Selling and Marketing - Certain selling and marketing costs are expensed
in the period in which the cost is incurred.
g. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
h. Unaudited financial information
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting only of normal recurring items)
necessary to present fairly the financial position of the Company as of March
31, 1999. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the SEC's rules and
regulations. The results of operations for the periods presented are not
necessarily indicative of
F-8
<PAGE>
CONTESSA CORPORATION
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
the results to be expected for the full year.
i. Significant Concentration of Credit Risk
At December 31, 1997 and March 31, 1999, the Company has concentrated
its credit risk by maintaining deposits in several banks. The maximum loss that
could have resulted from this risk totaled $-0- which represents the excess of
the deposit liabilities reported by the banks over the amounts that would have
been covered by the federal insurance.
j. Asset Impairment
The Company adopted the provisions of SFAS No. 121, Accounting for the
impairment of long lived assets and for long-lived assets to be disposed of
effective January 1, 1996. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. There
was no effect of such adoption on the Company's financial position or results of
operations.
k. The Company has adopted the provisions of SOP 98-5 requiring that
certain expnses classified as pre-opening expenses accumulated in connection
with the activities of the restaurant prior to its opening be charged as
incurred, As of March 31, 1999, the Company has charged $109,363 to operations.
Note 3 - Capital Assets
--------------
Capital Assets consisted of the following at December 31, 1997:
<TABLE>
<CAPTION>
Asset Accumulated Total
Cost Depreciation
<S> <C> <C> <C>
Store equipment $102,270 $102,270
-------- --------
</TABLE>
Capital Assets consisted of the following at March 31, 1999:
<TABLE>
<CAPTION>
Asset Accumulated Total
Cost Depreciation
<S> <C> <C> <C>
Store equipment $132,148 $132,148
-------- --------
</TABLE>
Note 4 - Preferred Stock
---------------
The Board of Directors of the Company has the authority to establish and
designate any shares of stock in series or classes and to fix any variations in
the designations, relative rights, preferences and limitations between
F-9
<PAGE>
CONTESSA CORPORATION
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
series as it deems appropriate, by a majority vote.
The preferred stock may be issued in series, each of which may vary, as
determined by the board of directors, as to the designation and number of shares
in such series, voting power of the holders thereof, dividend rate, redemption
terms and prices, voluntary and involuntary liquidation preferences, and
conversion rights and sinking fund requirements, if any, of such series.
The number of shares of preferred stock outstanding at December 31, 1998
and March 31, 1999 is -0- and -0- respectively.
Note 5 - Related Party transactions
--------------------------
a. Issuance of Shares of Capital Stock
In March, 1996, the Company sold 2,100,000 shares of common stock for an
aggregate consideration of $210 and issued shares as follows: 750,000 shares to
Rudy Roig, 300,000 shares to Anthony Markofsky, 525,000 shares to Viking
Investment Group II, Inc. and 525,000 shares to Parenteau Corp.
On September 16, 1996, Rudy Riog returned his shares to the Company for
cancellation.
On September 30, 1997, the Company issued 562,000 shares of common stock
for the acquisition of GBDR. valued at $196,700 or $0.35 per share.
b. Loan Payable - Officer
As of December 31, 1996, the Viking Investment Group II, Inc. paid bills
on behalf of the Company aggregating $2,294.
c. Officer Compensation
For the period from inception March 7, 1996 to December 31, 1998 and for
the three months ended March 31, 1999, the Company has not paid any officer in
excess of $100,000.
Note 6 - Income Taxes
------------
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of March 31, 1999, the Company had no
material current tax liability, deferred tax assets, or liabilities to impact on
the Company's financial position because the deferred tax asset related to the
Company's net operating loss carryforward and was fully offset by a valuation
allowance.
At March 31, 1999, the Company has net operating loss carry forwards
for income tax purposes of $316,166. This carryforward is available to offset
future taxable income, if any, and expires in the year 2010. The Company's
utilization of this carryforward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.
F-10
<PAGE>
CONTESSA CORPORATION
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
The components of the net deferred tax asset as of March 31, 1999 are as
follows:
Deferred tax asset:
Net operating loss carry forward $ 107,496
Valuation allowance $(107,496)
---------
Net deferred tax asset $ -0-
=========
The Company recognized no income tax benefit for the loss generated in
the period from inception March 7, 1996 to March 31, 1999.
SFAS No. 109 requires that a valuation allowance be provided if it is
more likely than not that some portion or all of a deferred tax asset will not
be realized. The Company's ability to realize benefit of its deferred tax asset
will depend on the generation of future taxable income. Because the Company has
yet to recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.
Note 7 - Business and Credit Concentrations
----------------------------------
The amount reported in the financial statements for cash, trade accounts
receivable and investments approximates fair market value. Because the
difference between cost and the lower of cost or market is immaterial, no
adjustment has been recognized and investments are recorded at cost.
Financial instruments that potentially subject the company to credit
risk consist principally of trade receivables. Collateral is generally not
required.
Note 8 - Commitments and Contingencies
-----------------------------
a. Lease agreement for Restaurant Space
On July 1, 1997, GBDR leased 1,812 square feet of space to used for the
restaurant. The lease is for 10 years with the option to extend the lease for
additional 10 years upon written notice 18 months prior to the termination date
of the lease. Rent for the first 3 years is $3,511 per month or $42,136 per year
plus GBDR's allocated share of real estate taxes and insurance. For the year
ending December 31, 1998 and for the three months ended March 31, 1999, this
amounts to an additional $598 per month added to the monthly rent. The rent
payable for years 4 through 20 is incremented by a cost of living increase. GBDR
has paid a security deposits aggregating of $10,533.
Note 9 - Development Stage Company
-------------------------
The Company is considered to be a development stage company with little
operating history. The Company is dependent upon the financial resources of the
Company's management for its continued existence. The Company will also be
dependent upon its ability to raise additional capital to complete the
construction of the restaurant and complete its marketing program, acquire
additional equipment, management talent, inventory and working capital to engage
in profitable business activity. Since its organization, the Company's
activities have been limited to the acquisition of the restaurant location,
construction, hiring personnel, and the preparation of documentation and the
sale of private placement offerings.
F-11
<PAGE>
Exhibit 21
The Issuer presently has one wholly-owned subsidiary, Gastronnomia Bocca Di
Rosa, Inc., which was organized under the laws of the State of Florida on June
12, 1997.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from financial
statements for the three month period ended March 31, 1999 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<NAME> Contessa Corporation
<MULTIPLIER> 1
<CURRENCY> $
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 4,290
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 132,148
<DEPRECIATION> 0
<TOTAL-ASSETS> 343,615
<CURRENT-LIABILITIES> 152,044
<BONDS> 0
0
0
<COMMON> 287
<OTHER-SE> 191,284
<TOTAL-LIABILITY-AND-EQUITY> 191,571
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> (361,166)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (361,166)
<INCOME-TAX> 0
<INCOME-CONTINUING> (361,166)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (361,166)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
