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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D. C. 20549
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FORM 10SB/A-2
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
PACIFIC CART SERVICES LTD.
(Exact name of registrant as specific in its charter)
Nevada 88-0410480
(State of Incorporation) (I.R.S. Employer
Identification No.)
2501 Lansdowne Avenue
Saskatoon, Saskatchewan, Canada S7J 1H3
(Address of executive offices, including postal code)
Registrant's telephone number: (306) 343-5799
Copies to: Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of Class)
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ITEM 1. DESCRIPTION OF BUSINESS.
THE BUSINESS
PACIFIC CART SERVICES LTD.. (the "Company"), was incorporated
under the laws of the State of Nevada on August 27, 1998 to a market
mobile vending cart and certain other equipment relating to hot dog
vending under the brand name Mr. Tube Steak. The mobile vending cart
is available in several styles including a counter top model and an
easy tow trailer cart.
The Company is a development stage corporation that has not yet
commenced operations.
Mr. Tube Steak Canada, Inc.
In January 1999, the Company signed a five year exclusive
distribution agreement with Mr. Tube Steak Canada, Inc. ("MTS") to
market its mobile vending cart in the states of Washington and
California. Originally, the agreement covered the United States of
America, however, on March 1, 1999, by amendment, the parties reduced
the territory to the States of California and Washington.
Under the terms of the agreement with MTS, the Company has an
exclusive five (5) year right to distribute carts and products
manufactured by MTS in California and Washington. The Company will
acquire the carts and products from MTS for a fixed price as set forth
in the agreement. The Company then has the right to determine the
price that the carts and products will be sold in California and
Washington. The Company will be responsible for all costs associated
with the sale and marketing of the carts and products including, but
not limited to advertising, marketing, pricing and distribution of the
carts and products.
MTS will invoice the Company for the purchase price of carts and
products purchased by the Company. Invoices are due and payable within
60 days from the date of invoice and carts and products will be shipped
by MTS within 60 days of submission of the purchase order by the
Company.
Prices to be charged by MTS will remain fixed for one year, but
are subject to adjustment based upon: 1) fluctuation of the value of
the Canadian dollar compared to the U.S. dollar; 2) changes in
governmental regulations; and, 3) industry shortages. Invoices are
due and payable in Canadian dollars.
The agreement also provides that the parties may modify the
agreement and grant the Company manufacturing rights. The foregoing is
subject to mutual agreement of the parties and at the present time no
discussions have been held between the Company and MTS regarding said
manufacturing rights.
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The agreement is subject to automatic renewal for successive two
(2) year periods, unless the Company notifies MTS 180 days prior to the
end of the term that it elects not to renew the agreement.
In the event of a default by either party, the non-defaulting
party may terminate the agreement provided that the non-breaching party
notifies the defaulting party of the breach and the breach is not cured
within 90 days. The agreement also provides for liquidated damages
payable to the Company in the event of a breach by MTS.
The agreement also provides for, upon mutual consent of the
parties, the addition of countries, other than the United States of
America, to the exclusive territory of California and Washington.
Mobile Vending Carts and Products
The Countercart Vending Cart is a counter model designed to be a
self contained hot dog service center. The Countercart includes an
umbrella, a menu board, condiment service stand and a cart shaped hot
dog and bun server, as well as, other necessities of food service
including knives, tongs, operations manual.
The Easy Tow Trailer Cart is a trailer model designed to be towed
to the location of use. The Easy Tow Cart is waterproofed and has a
sink, fresh water tank, pump, hot and cold running water, and a ice
box, as well as an umbrella, propane tanks, condiment service stand,
barbeque and hot plate, thermos cooler.
The Mobile Vending Carts are designed to be completely self-
sufficient. The Countercart will be marketed to convenience stores,
sports complexes, and other counter available locations. The Easy Tow
Cart will be marketed to individual entrepreneurs and businesses
interested in hot dog sales.
The Company may also distribute a full range of Mr. Tube Steak
products including meats, buns and condiments. The Company will
purchase these products from MTS. MTS purchases these products from
Fletcher Fine Foods ("Fletcher"). Fletcher manufactures and packages
meats, buns and condiments for MTS under the Mr. Tube Steak brand.
Fletcher has offices in Vancouver, Seattle and Los Angeles. The
Company will provide these products to the purchasers of its Mobile
Vending Carts and other retail venues.
Distribution
The Company's operations will consists of selling Mobile Vending
Carts, meats and related products to retailers. The Company does not
manufacture any of the products. The Mobile Vending Carts are
manufactured by MTS and the hot dogs and related products are
manufactured by Fletcher. Management believes that if MTS is unable to
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provide Mobile Vending Carts or products to the Company, the Company
may be unable to replace its supply of Mobile Vending Carts, meats and
related products. MTS manufactures the Mobile Vending Carts and
operates primarily as an assembly plant. Outside manufacturers in the
area produce most of the components that make up the carts.
Marketing.
The Exclusive Distribution Agreement gives the Company the right
to sell to individuals and businesses within the states of California
and Washington. The Exclusive Distribution Agreement will begin by
establishing a central commissary or distribution center. Central
commissary or distribution centers will be added on an as needed basis.
These commissaries distribute the MTS's products and all other supplies
necessary for the operation of the carts. Individuals and businesses
are required to utilize only the MTS's approved products and supplies
on the carts.
The Company intends to enforce this right through a contractual
provision in the Company's contract with an injunctive provision set
forth therein which may be enforced in any court of competent
jurisdiction.
Trademarks and Patents
MTS owns certain rights, names, recipes and trademarks, which the
Company shall have the right to use for the duration of the Exclusive
Distribution Agreement. The Company will acknowledge all MTS
trademarks and copyrights on promotional materials and product
literature.
Competition
The Company in involved in highly competitive business. There are
several other entities which manufacture and distribute vending carts,
many of which are much larger companies possessing substantially
greater financial resources and facilities than the Company.
Company's Office
The Company's headquarters are located 2501 Lansdowne Avenue,
Saskatoon, Saskatchewan, Canada S7J 1H3 and the telephone number is
(306) 343-5799. The Company uses 100 square feet of space at the home
of Robert Kinloch, the Company's Secretary. There is no monthly.
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Employees
The Company is a development stage company and currently has no
employees other than its Officers and Directors. The Company intends
to hire additional employees as needed.
RISK FACTORS
1. Start-up Company with No History of Earnings. The Company has
no current operating history and is subject to all of the risks
inherent in a developing business enterprise including lack of cash
flow and product acceptance. Further, the Company is subject to
additional risk factors relating to the food service industry such as
unpredictable and changing public taste, spending, and eating habits.
The likelihood of success of the Company must be considered in light of
the problems, expenses, difficulties, complications and delays
frequently encountered in connection with a new business in general and
those specific to the food service industry and the competitive and
regulatory environment in which the Company will operate.
2. Development and Market Acceptance of Products. The Company's
success and growth will depend upon the Company's ability to market its
existing products. The Company's success will depend in part upon the
market's acceptance of, and the Company's ability to deliver and support
its products. See "Business - Products."
3. Dependence on Suppliers; No Manufacturing Facilities or
Personnel. The Company is dependent upon an outside supplier for all
of its Mobile Vending Carts, hot dogs and hot dog related supplies.
While the Company has not encountered difficulty in obtaining Mobile
Vending Carts, hot dogs or hot dog related supplies during the
development phase, there can be no assurance its current sources will
be able to meet all of the Company's future demands on a timely basis.
The unavailability of Mobile Vending Carts, hot dogs or hot dog related
supplies will result in the Company ceasing operations.
4. Liquidity; Need for Additional Financing. The Company
believes that it has the cash it needs for at least the next twelve
months based upon its internally prepared budget. The Company's cash
requirements, however, are not easily predictable and there is a
possibility that its budget estimates will prove to be inaccurate. If
the Company is unable to generate a positive cash flow before its cash
is depleted, it will be required to curtail operations substantially,
seek additional capital. There is no assurance that the Company will
be able to obtain additional capital if required, or if capital is
available, to obtain it on terms favorable to the Company. The Company
may suffer from a lack of liquidity in the future which could impair
its short-term marketing and sales efforts and adversely affect its
results of operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
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5. Competition. Most of the Company's competitors have
substantially greater financial, technical and marketing resources than
the Company. In addition, the Company's products compete indirectly
with numerous other products. As the market for the Company's products
expand, the Company expects that additional competition will emerge and
that existing competitors may commit more resources to those markets.
See "Business - Competition."
6. Local Governmental Regulation. The Mobile Vending Carts to be
sold by the Company's will be subject to state and local licensing
regulations applicable to food service establishments (health and
sanitation codes, occupational safety codes and the like) and zoning
restrictions. Although the Company's Mobile Vending Carts comply with
all local restrictions and requirements in Canada, there can be no
assurance that the same Mobile Vending Carts at any specific site will
be able to comply with all such local regulations or that compliance,
where possible, will not involve additional expenditures.
7. Reliance Upon Directors and Officers. The Company is wholly
dependent, at the present, upon the personal efforts and abilities of
its Officer and Directors, James Oste, President and member of the
Board of Directors; David Glass, Treasurer and member of the Board of
Directors; and, Rob Kinloch, Secretary and member of the Board of
Directors, who exercise control over the day to day affairs of the
Company. See "Business" and "Management."
8. Issuance of Additional Shares. 89,967,000 shares of Common
Stock or 89.96% of the 100,000,000 authorized shares of Common Stock of
the Company are unissued. The Board of Directors has the power to
issue such shares, subject to shareholder approval, in some instances.
Although the Company presently has no commitments, contracts or
intentions to issue any additional shares to other persons, other than
in the exercise of options and warrants, the Company may in the future
attempt to issue shares to acquire products, equipment or properties,
or for other corporate purposes. Any additional issuance by the
Company, from its authorized but unissued shares, would have the effect
of diluting the interest of existing shareholders. See "Description of
Securities."
9. Indemnification of Officers and Directors for Securities
Liabilities. The Company's Articles of Incorporation provide that the
Company will indemnify any Director, Officer, agent and/or employee as
to those liabilities and on those terms and conditions as are specified
in The Company Act of the State of Nevada. Further, the Company may
purchase and maintain insurance on behalf of any such persons whether
or not the corporation would have the power to indemnify such person
against the liability insured against. The foregoing could result in
substantial expenditures by the Company and prevent any recovery from
such Officers, Directors, agents and employees for losses incurred by
the Company as a result of their actions. Further, the Company has
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been advised that in the opinion of the Securities and Exchange
Commission, indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
10. Cumulative Voting, Preemptive Rights and Control. There are
no preemptive rights in connection with the Company's Common Stock.
Shareholders may be further diluted in their percentage ownership of
the Company in the event additional shares are issued by the Company in
the future. Cumulative voting in the election of Directors is not
provided for. Accordingly, the holders of a majority of the shares of
Common Stock, present in person or by proxy, will be able to elect all
of the Company's Board of Directors. See "Description of Securities."
11. No Dividends Anticipated. At the present time the Company
does not anticipate paying dividends, cash or otherwise, on its Common
Stock in the foreseeable future. Future dividends will depend on
earnings, if any, of the Company, its financial requirements and other
factors. See "Dividend Policy."
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Selected Financial Data
The selected financial data presented below has been derived from
the financial statements of the Company. The following table
summarizes certain financial information and should be read in
conjunction with "Plan of Operation" and the Financial Statements and
related notes included elsewhere in this Registration Statement. The
information shown below may not be indicative of the Company's future
results of operations.
Selected Financial Data
Period from Inception
on August 27, 1998 to
December 31, 1998
Cash $ 105,553
Total assets $ 105,553
Net loss for period $ 46,783
Loss per share
Primary $ 0.01
Diluted $ 0.01
The Company has inadequate cash to maintain operations during the
next twelve months. In order to meet its cash requirements the Company
will have to raise additional capital through the sale of securities or
loans. As of the date hereof, the Company has not made sales of
additional securities and there is no assurance that it will be able to
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raise additional capital through the sale of securities in the future.
Further, the Company has not initiated any negotiations for loans to
the Company and there is no assurance that the Company will be able to
raise additional capital in the future through loans. In the event
that the Company is unable to raise additional capital, it may have to
suspend or cease operations.
The Company does not intend to conduct any product research or
development. The Company intends to rely entirely upon MTS for product
research and development.
The Company does not intend to purchase a plant or significant
equipment.
The Company will hire employees on an as needed basis, however,
the Company does not expect any significant changes in the number of
employees.
The Company expects to commence operations and earn revenues in
the third quarter of 1999. There is no assurance, however, that the
Company will commence operations or earn said revenues.
Results of Operations - (August 27, 1998) through December 31, 1998.
The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7. There
have been no operations since incorporation.
Liquidity and Capital Resources.
The Company issued 10,033,000 shares of its Common Stock to
officers, directors and others. The Company has no operating history
and no material assets. The Company has $105,553 in cash as of
December 31, 1998.
ITEM 3. DESCRIPTION OF PROPERTIES.
The Company does not own any real or personal property. The
Company's only asset is cash.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth the Common Stock ownership of each
person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each director individually and
all officers and directors of the Company as a group. Each person has
sole voting and investment power with respect to the shares of Common
Stock shown, unless otherwise noted, and all ownership is of record and
beneficial.
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Name and Number of Percent of
address of owner Shares Position Class
James F. Oste 5,000,000 President, Chief Executive 49.84%
350 Margaret Ave. Officer and a member of
Winnipeg, Manitoba the Board of Directors
Canada R2V 1T8
David G. Glass 250,000 Treasurer, Chief 2.49%
201 Ambassador Row Financial Officer and a
Winnipeg, Manitoba member of the Board of
Canada R2U 3L9 Directors
Robert J. Kinloch 2,000,000 Vice President, Chief 19.93%
2501 Lansdowne Ave. Operations Officer and a
Saskatoon, Saskatchewan member of the Board of
Canada S7J 1H3 Directors
All officers and 7,250,000 72.26%
directors as a
group (3 persons)
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The officers and directors of the Company are as follows:
Name Age Position
James Oste 48 President, Chief Executive Officer
and a member of the Board of
Directors
David Glass 52 Treasurer, Chief Financial Officer
and a member of the Board of
Directors
Robert Kinloch 42 Vice President, Chief Operating
Officer and a member of the Board
of Directors
Each director serves for a term of three years and one-third of
the directors are elected at the annual meeting of shareholders. The
Company's officers are appointed by the Board of Directors and hold
office at the discretion of the Board.
James Oste - President, Chief Executive Officer and Board Member.
Since inception, Mr. Oste has been a founder, the President and a
member of the Board of Directors of the Company. Since September 1997,
Mr. Oste has been the President, Chief Executive Officer and member of
the Board of Directors of Mr. Tube Steak Canada, Inc. From May 1985 to
March 1999, Mr. Oste was a founder, the President and a Director of
Karenco Foods Ltd. Karenco is a franchiser of a soup and sandwich style
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deli, under the trade name of Deli Stop. From October 1995 to March
1999, Mr. Oste was a Director of Mr. Tube Steak Canada Ltd., a Alberta
corporation. From April 1992 to December 1998, Mr. Oste was a Director
of Montana Marketing Group, Inc. Montana Marketing is a wholly owned
subsidiary of Mr. Tube Steak Canada, Inc. From December 1993 to March
1999, Mr. Oste was a Director of Mr. T.S. Holdings Inc., a Nevada
corporation, a wholly owned subsidiary of Mr. Tube Steak of Canada.
From August 1990 to November 1998, Mr. Oste was a Director of D.S.
Holdings Ltd. From September 1996 to June 1998, Mr. Oste was a Director
of Montana Motor Lines Ltd. Mr. Oste attended Red River Community
College and graduate from Dun & Bradstreet in 1975 with a degree in
Commercial Credit Analysis.
David Glass - Treasurer, Chief Financial Officer and Board Member.
Since inception, Mr. Glass has been a founder, the Treasurer,
Chief Financial Officer and a member of the Board of Directors. Since
February 1985, Mr. Glass has been a partner with the accounting firm of
Shell & Glass in Winnipeg, Manitoba, Canada. From May 1977 to March
1999, Mr. Glass worked as an independent management consultant. Mr.
Glass graduated from the Accountancy of Manitoba in 1971 with a
certificate in accounting and is a licensed accountant in Winnipeg,
Manitoba, Canada.
Robert Kinloch - Vice President, Chief Operating Officer and Board
Member.
Since inception, Mr. Kinloch has been a founder, the Vice
President Chief Operating Officer and a member of the Board of
Directors. From April 1998 to February 1999, Mr. Kinloch has been the
head of investor relations for Mr. Tube Steak Canada, Inc. From June
1993 to June 1996, Mr. Kinloch was a commercial charter pilot for Loyal
Air. Loyal Air is located in Belleville, Ontario. From June 1987 to
September 1990, Mr. Kinloch was a registered commodity futures trader
with the Ontario Securities Commission. From June 1987 to September
1990, Mr. Kinloch was an independent floor trader on the Toronto
Futures Exchange, Toronto Stock Exchange. From December 1988 to
December 1997, Mr. Kinloch was a co-founder and Vice President of
Lakebreeze Properties Ltd. Lakebreeze is a property development
company. Mr. Kinloch graduated from the University of Saskatchewan in
1992 with a degree in Philosophy.
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ITEM 6. EXECUTIVE COMPENSATION.
Summary Compensation.
The following table sets forth the compensation paid by the
Company since inception August 27, 1998 through December 31, 1998, for
each officer and director of the Company. This information includes
the dollar value of base salaries, bonus awards and number of stock
options granted, and certain other compensation, if any.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted Securities
Name and Annual Stock Underlying LTIP All
Other
Principal Compen- Options/ Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James Oste 1998 0 0 0 0 0 0 0
President
David 1998 0 0 0 0 0 0 0
Glass
Treasurer
Robert 1998 0 0 0 0 0 0 0
Kinloch
Secretary
</TABLE>
The Company anticipates paying the following salaries in 1999,
subject to the Company beginning profitable operations and generating
sufficient revenues to pay the same:
James Oste President 1999 $ 24,000 [1]
David Glass Treasurer 1999 $ 0
Robert Kinloch Secretary 1999 $ 22,000 [1]
[1] Projected.
There are no stock option, retirement, pension, or profit sharing
plans for the benefit of the Company's officers and directors.
Option/SAR Grants.
No individual grants of stock options, whether or not in tandem
with stock appreciation rights ("SARs"), and freestanding SARs have
been made since the Company's inception to any officer or director.
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Long-Term Incentive Plan Awards.
The Company does not have any long-term incentive plans that
provide compensation intended to serve as incentive for performance.
Compensation of Directors.
Directors do not receive any compensation for serving as members
of the Board of Directors. The Board has not implemented a plan to
award options to any Directors. There are no contractual arrangements
with any member of the Board of Directors.
The Company has not paid any paid salaries to its officers for
since the Company's inception and does not plan to do so until such
time as the Company beings operating profitably.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In October 1998, the Company issued 5,000,000 shares of common
stock to James F. Oste, the Company's President in consideration of the
$50,000.
On August 27, 1998, Mr. Oste lent the Company $20,000 as evidenced
by a promissory note dated August 27, 1998. The promissory note does
not accrue any interest. Pursuant to the agreement of the parties,
demand to pay the promissory note could not be made by Mr. Oste until
June 1, 1999. On March 15, 1999, Mr. Oste extended the time period to
call the promissory note to March 15, 2000.
In February 1999, the Company issued 250,000 shares of common
stock to David G. Glass, the Company's Treasurer in consideration of
the $10,000.
In October 1998, the Company issued 2,000,000 shares of common
stock to Robert J. Kinloch, the Company's Secretary in consideration of
services rendered by Mr. Kinloch as a finder in locating investors for
the Company's securities.
On January 10, 1999, the Company entered into an agreement with
Mister Tube Steak Canada Inc. ("MTS") wherein the Company was appointed
MTS's exclusive distributor in California and Washington. See "ITEM 1,
BUSINESS." Mr. Oste is President and a Director of MTS and Mr. Kinloch
is head of investor relations for MTS. As a result of Messrs. Oste and
Kinloch's positions with the Company and MTS, a potential conflict of
interest exists with respect to matters relating to the operation of
the Company. Messrs. Oste and Kinloch have agreed, so long as
they are officers and directors of the Company and affiliated with MTS,
that all opportunities presented to them will be made available to MTS
and the Company on an equal basis, but subject to the terms and
conditions of the agreement between the Company and MTS. For example,
orders for the purchase of the Mobile Vending Carts and Products
emanating from California and Washington will belong to the Company.
Orders for products emanating from outside California and Washington
will belong to MTS since those jurisdictions are not covered by the
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Agreement. In the event that some business opportunity is presented to
the Company which does not fall within the foregoing parameters, the
business opportunity will be offered to the Company and MTS on an equal
basis. At the present time the Company cannot comprehend an
opportunity which would cause the Company to offer the same to MTS on
an equal basis, however, in the event such opportunity does appear, the
same will be so offered.
Further, Mr. Oste has agreed to abstain from voting, as an officer
and director of the Company and MTS, on matters which result in a
conflict of interest with respect to both corporations. Mr. Kinloch,
on the other hand, is not an officer or director of MTS and accordingly
will not be voting or involved with the policy decisions of MTS. Mr.
Kinloch, however, has agreed not to vote, as an officer or director of
the Company on matters which result in a conflict of interest between
the Company and MTS. Accordingly, where a conflict of interest exists
between the Company and MTS, the same will be decided by the Company's
remaining officer and director, Mr. David Glass.
ITEM 8. LEGAL PROCEEDINGS.
The Company is not a party to any pending or threatened litigation
and to its knowledge, no action, suit or proceedings has been
threatened against its officers and its directors.
ITEM 9. MARKET PRICE FOR COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.
No market exists for the Company's securities and there is no
assurance that a regular trading market will develop, or if developed,
that it will be sustained. A shareholder in all likelihood, therefore,
will be unable to resell the securities referred to herein should he or
she desire to do so. Furthermore, it is unlikely that a lending
institution will accept the Company's securities as pledged collateral
for loans unless a regular trading market develops.
There are no plans, proposals, arrangements or understandings with
any person with regard to the development of a trading market in any of
the Company's securities. Public Securities, Inc, however, has filed
a Form 211 with the National Association of Securities Dealers, Inc.
(the "NASD") requesting that the Company's common stock be listed on
the Bulletin Board operated by the NASD. On January 4, 1999, the NASD
amended its rules regarding listing of securities for trading on the
Bulletin Board. Effective on January 4, 1999, securities of
corporations will not be listed for trading on the Bulletin Board
unless the corporation files reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. Accordingly, the Company's common
stock will not be listed for trading on the Bulletin Board until such
time as this registration statement is declared effective by the
Securities and Exchange Commission (the "Commission") and the Company
has satisfied all comments made by the Commission.
<PAGE> 14
As of February 26, 1999, the Company has 47 holders of record of
its Common Stock.
The Company has not paid any dividends since it is inception and
does not anticipate paying any dividends on its Common Stock in the
foreseeable future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has 10,033,000 shares of Common Stock issued and
outstanding as of February 26, 1999. Of the 10,033,000 shares of the
Company's Common Stock outstanding, 2,783,000 shares are freely
tradeable and 7,250,000 shares can only be resold in compliance with
Reg. 144 adopted under the Securities Act of 1933 (the "Act").
In general, under Rule 144 as currently in effect, a person (or
persons whose Shares are aggregated) who has beneficially owned Shares
privately acquired directly or indirectly from the Company or from an
affiliate, for at least one year, or who is an affiliate, is entitled
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 day preceding a sale, and who has
beneficially owned Restricted 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.
In October 1998, the Company issued 5,000,000 "restricted" shares
of common stock to James F. Oste, the Company's President in
consideration of the $50,000. The foregoing shares were issued
pursuant to Section 4(2) of the Act.
In February 1999, the Company issued 250,000 "restricted" shares
of common stock to David G. Glass, the Company's Treasurer in
consideration of the $10,000. The foregoing shares were issued pursuant
to Section 4(2) of the Act.
In October 1998, the Company issued 2,000,000 shares of common
stock to Robert J. Kinloch, the Company's Secretary in consideration of
services rendered by Mr. Kinloch as a finder in locating investors for
the Company's securities. The foregoing shares were issued pursuant to
Section 4(2) of the Act.
Between December 1998 and February 1999, the Company sold
1,283,000 shares of Common Stock to 43 individuals in consideration of
$64,150 in cash pursuant to Reg. 504 of the Act.
<PAGE> 15
In February 1999, the Company sold 1,500,000 shares of Common
Stock to 3 individuals in consideration of $60,000 in cash, pursuant to
Reg. 504 of the Act.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The authorized Common Stock of the Company consists of 100,000,000
shares, $0.001 par value per share. All shares have equal voting
rights, are non-assessable and have one vote per share. All shares
have equal voting rights, are non-assessable and have one vote per
share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the Common Stock could, if they chose to do so, elect
all of the directors of the Company.
Upon liquidation, dissolution or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock. The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares. The shares of Common Stock presently
outstanding are fully paid and non-assessable.
Dividends
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.
Transfer Agent
The Company's transfer agent is TranSecurities International,
Inc., 2510 North Pines Road, Suite 202, Spokane, Washington 99216 and
its telephone number is (509) 927-1255.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of the state of Nevada and certain provisions of the
Company's Articles of Incorporation under certain circumstances provide
for indemnification of the Company's Officers, Directors and
controlling persons against liabilities which they may incur in such
capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but this
description is qualified in its entirety by reference to the Company's
Articles of Incorporation and to the statutory provisions.
<PAGE> 16
In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.
ITEM 13. FINANCIAL STATEMENTS.
Financial Statements begin on following page.
<PAGE> 17
MOEN AND COMPANY
CHARTERED ACCOUNTANTS
P. O. Box 10129
1400 IBM Tower Telephone: (604) 662-8899
701 West Georgia Street Fax: (604) 662-8809
Vancouver, B.C. V7Y IC6
INDEPENDENT AUDITORS' REPORT
To the Directors of
Pacific Cart Services Ltd. (A Nevada Corporation)
(A Development Stage Company)
We have audited the accompanying Balance Sheet of Pacific Cart Services
Ltd (A Development Stage Company) as at December 31, 1998, and the
related Statement of Income, Retained Earnings, (Deficit), Cash Flows
and Shareholders' Equity for the period from date of incorporation on
August 27, 1998 to December 31, 1998. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pacific
Cart Services Ltd. (A Development Stage Company) as of December 31,
1998 and the results of its operations and Cash Flows for the period
from August 27, 1998 to December 31, 1998 in conformity with generally
accepted accounting principles.
/s/ Moen and Company
Chartered Accountants
Vancouver, British Columbia, Canada
April 19, 1999
F-1
<PAGE> 18
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Balance Sheet
December 31, 1998
(In U.S. Dollars)
ASSETS
<TABLE>
<S> <C>
Current Assets
Cash $ 105,553
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued $ 750
Note payable to shareholder, James Oste,
unsecured, non-interest bearing and not
subject to demand before March 15, 2000 20,000
Due to related parties (note 4(d)) 2,436
----------
23,186
----------
Shareholders' Equity
Capital Stock (note 3)
Authorized:
100,000,000 common shares at $0.001 par value
Issued and fully paid
8,283,000 common share at par value 8,283
Additional paid-in capital 405,867
Deferred compensation (285,000)
----------
129,150
Deficit, accumulated during the development stage (46,783)
----------
82,367
----------
$ 105,553
==========
</TABLE>
Approved on Behalf of the Board
/s/ James Oste Director
/s/ David Glass Director
/s/ Robert J. Kinloch Director
See Accompanying Notes and Independent Auditors' Report
F-2
<PAGE> 19
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Income
For the Period From August 27, 1998 to December 31, 1998
(In U.S. Dollars)
<TABLE>
<S> <C>
Administration Expenses
Accounting fee $ 2,050
Bank charges 60
Compensation (note 7) 15,000
Legal expenses 20,152
Office expenses 673
Transfer agent fees 1,000
Travel expenses 7,848
-----------
Total administration expenses 46,783
-----------
Net Loss for the Period $ (46,783)
===========
Net Loss Per Common Share
Basic $ (0.01)
Diluted $ (0.01)
Average Number of Common Shares Outstanding
Basic 5,092,851
Diluted 5,092,851
</TABLE>
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Retained Earnings (Deficit)
For the Period From August 27, 1998 to December 31, 1998
(In U.S. Dollars)
<TABLE>
<S> <C>
Balance, beginning of period $ -
Net Loss for the Period (46,783)
-----------
Retained Earnings (Deficit), December 15, 1998 $ (46,783)
===========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
F-3
<PAGE> 20
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Cash Flows
For the Period From August 27, 1999 to December 31, 1998)
(In U.S. Dollars)
<TABLE>
<S> <C>
Cash Provided by (Used for)
Operating Activities
Loss for the period $ (46,783)
Changes in non-cash working capital items
Accounts payable 750
Deferred compensation expenses 15,000
----------
(31,033)
----------
Investing Activities -
----------
Financing Activities
Capital stock subscribed for cash 114,150
Note payable to shareholder 20,000
Due to related parties 2,436
----------
136,586
----------
Increase in Cash During the Period 105,553
Cash, Beginning of the Period -
----------
Cash, End of the Period $ 105,553
==========
</TABLE>
See Accompanying Notes and Independent Auditors' Report
F-4
<PAGE> 21
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Shareholders' Equity
From Date of incorporation on August 27, 1998 to December 31, 1998
(in U.S. Dollars)
<TABLE>
<CAPTION>
Price Number of Additional
per Common par Paid-in
Share Shares Value Capital
<S> <C> <C> <C> <C>
Oct 5 99 Shares
subscribed by Director
for cash (note 7(b)) $0.05 5,000,000 $5,000 $245,000
Oct 5 99 Shares
subscribed by Director
for finders, fee
(note 7(a)) $0.05 2,000,000 2,000 98,000
Dec 7 98 Share
subscribed by private
placement for cash $0.05 1,283,000 1,283 62,867
Deferred Compensation
Net loss for the period
--------- ------ --------
Balance,
December 31, 1998 8,283,000 $8,283 $405,867
========= ====== ========
</TABLE>
See Accompanying Notes and Independent Auditors' Report
F-5a
<PAGE> 22
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Shareholders' Equity
From Date of incorporation on August 27, 1998 to December 31, 1998
(in U.S. Dollars)
<TABLE>
<CAPTION>
Total Retained Total
Deferred Capital Earnings Shareholders'
Compensation Stock (Deficit) Equity
<S> <C> <C> <C> <C>
Oct 5 99 Shares
subscribed by Director
for cash (note 7(b)) $ 250,000 $ 250,000
Oct 5 99 Shares
subscribed by Director
for finders, fee
(note 7(a)) 100,000 100,000
Dec 7 98 Share
subscribed by private
placement for cash 64,150 64,150
Deferred compensation (285,000) (285,000) (285,000)
Net loss for the period (46,783) (46,783)
--------- --------- -------- ----------
Balance,
December 31, 1998 $(285,000) $ 129,150 $(46,783) $ 82,367
========= ========= ======== ==========
</TABLE>
See Accompanying Notes and Independent Auditors' Report
F-5b
<PAGE> 23
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
(In U.S. Dollars)
Note 1. BUSINESS OPERATIONS
a) The Company was incorporated on August 27, 1998 under the
Company Art of the State of Nevada, U.S.A. to pursue
opportunities in the business of franchising fast food
distributor systems.
b) The Company is considered to be a development stage
enterprise as its principal operations have not yet commenced
and have not yet produced revenue. The deficit to December
31, 1998 has been accumulated in the development stage.
c) The first fiscal year end of the Company is December 31,
1998.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Administration Costs
Administration costs are written off to operations during the
period.
b) Translation of Foreign Currency
The accounts of the Company are translated into U.S. dollars
on the following basis:
- current assets and liabilities at the rate of exchange
in effect at the balance sheet date
- administration expenses at the average rate in effect
during the period
- non-current assets and liabilities at rates prevailing
when the transaction occurred
c) Basis of Presentation
These financial statements are prepared in accordance with
United States Generally Accepted Accounting Principles
(GAAP).
d) Net Loss Per Share
Net loss per common share is computed by dividing net loss by
the weighted average number of shares outstanding (including
shares subscribed but unissued) during the period.
Note 3. CAPITAL STOCK
i) 1,273,000 common shares subscribed had been issued by the
transfer agent to December 31, 1998. 7,000,000 common shares
were subsequently issued on February 2, 1999 (note 6 (b)),
leaving a balance of 10,000 common shares unissued. The
transfer agent has been authorized by the Company to issue
these shares.
See Accompanying Notes and Independent Auditors' Report
F-6
<PAGE> 24
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
(In U.S. Dollars)
Note 3. CAPITAL STOCK (cont'd)
ii) Cash consideration for shares was $114,150 representing
$50,000 received for the issuance of 5,000,000 shares
subscribed by a director and $64,150 received for the
issuance of 1,283,000 shares at $0.05 per share.
Note 4. RELATED PARTY TRANSACTIONS:
a) Finders' fees for director - $20,000
By Directors' Resolution dated October 5, 1998, the Company
authorized the issuance of 2,000,000 shares to Robert Kinloch
at a price of $0.01 per share for $20,000 representing
finders' fees for services rendered to the Company for
finding investors to invest in initial seed capital. Robert
Kinloch is Secretary and Director of the Company. There is
additional compensation of $80,000 based on a value of $0.05
per share. The compensation is amortized over a five year
period as outlined in note 7.
b) Share subscription by director - $50,000
By Directors' Resolution dated October 5, 1998, the Company
authorized the share subscription for 5,000,000 shares at a
price of $0.01 per share for James Oste, Chairman, President
and Director of the company. There is additional compensation
of $200,000 based on a value of $0.05 per share. The
compensation is amortized over a five year period as outlined
in note 7.
c) Management fees
No management fees have been incurred by the Company to
December 31, 1998.
d) Expenses paid by directors
Expenses incurred by directors on behalf of the Company
comprised of office expenses of $588 and travel and related
costs of $7,848, for total costs of $8,436, $6,000 of which
has been paid to December 31, 1998, with a balance unpaid of
$2,436 due to the following directors and officers, which is
included in current liabilities as of December 31, 1998:
James Oste, Chairman, President, Director $ 486
Robert Kinloch, Secretary, Director 1,950
--------
Balance unpaid at December 31, 1998 $ 2,436
See Accompanying Notes and Independent Auditors' Report
F-8
<PAGE> 25
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
(in U.S. Dollars)
Note 4. RELATED PARTY TRANSACTIONS: (cont'd)
e) Subsequent agreement with Mister Tube Steak Canada Inc.
James Oste is President, Director and a shareholder of Mister
Tube Steak Canada Inc. as outlined in subsequent event note
6(a)(ix)
f) Note payable - $20,000
The note payable of $20,000 is payable to James Oste. It is
unsecured and was initially not subject to demand before June
1, 1999; the latter date has been subsequently changed by
letter dated March 15, 1999, to an earliest call date of
March 15, 2000, as described in subsequent event note 6(d),
Note 5. INCOME TAXES
The Company has a loss for income tax purposes that may be carried
forward to be applied against future taxable income. The benefit
of a potential reduction in future income tax has not been
recorded as an asset at December 31, 1998 as it is reduced by a
valuation allowance.
Note 6. SUBSEQUENT EVENTS
a) Agreement with Mister Tube-Steak Canada Inc.
i) By agreement dated January 10, 1999 and signed on
January 26, 1999, between Mister Tube Steak Canada Inc.
("MTS") and Pacific Cart Services Ltd. ("PCS") MTS
appointed PCS as its exclusive distributor for its
products in California and Washington State.
ii) The effective date of the agreement is February 1, 1999
for an initial period of five years.
iii) Products purchased by PCS from MTS represented by
equipment and food and dry goods are payable on a sixty
day basis.
iv) MTS will provide product liability insurance in the
amount of $2,000,000 CDN.
See Accompanying Notes and independent Auditors' Report
F-8
<PAGE> 26
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
(in U.S. Dollars)
Note 6. SUBSEQUENT EVENTS (cont'd)
v) The term of the agreement is for five years unless
terminated earlier on consent of both parties. The
agreement shall automatically renew for successive
two-year periods, commencing on the fifth anniversary,
unless PCS provides 180 days prior written notice to
MTS of its intent not to renew. MTS shall have the
right to cancel this agreement on the fifth
anniversary and second anniversary of any subsequent
renewal upon not less than 180 days prior written
notice to PCS.
vi) The agreement provides for reimbursement to PCS for
value of business and goodwill created by PCS if the
agreement is terminated by MTS for other than a
default or breach by PCS.
vii) If MTS intends to sell all or any part of its business
PCS shall have a first right of refusal.
viii) The agreement is not assignable as security or
otherwise by either party without the prior consent of
the other.
ix) James Oste is President, Director and shareholder of
Mister Tube Steak Canada Inc.
b) Share Capital
i) 7,000,000 common shares subscribed to December 31,
1998 were subsequently issued on February 2, 1999.
ii) On February 3, 1999, the Company received $60,000 as
the proceeds of the subscription for and issuance of
1,500,000 common shares at a price of $0.04 per share.
iii) 250,000 common shares were issued at a price of $0.04
per share for a total of $10,000 to David Glass for
financial services. David Glass is a director and
officer of the Company. Based upon a price of $0.05
per share the Company would be recording deferred
compensation of $0,01 per share for a total of $2,500
to be amortized over a five year period.
c) Employment Agreement
Employment agreements dated March 15, 1999 were entered
into by the Company for a five year period from January 1,
1999 to December 31, 2003, as follows:
See Accompanying Notes and independent Auditors' Report
F-9
<PAGE> 27
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
(in U.S. Dollars)
Note 6. SUBSEQUENT EVENTS (cont'd)
i) James Oste to be employed as President, Chief Executive
Officer and Director of the Company, commencing at
$24,000 per year,
ii) Robert Kinloch, to be employed as Executive Vice
President, Chief Operating Officer, and Director of the
Company commencing at $22,000 per year.
iii) for both of the above agreements, subsequent year
compensation is to be negotiated prior to commencement
of a new year. Additional compensation is as follows:
* reimbursement of all out-of-pocket expenses
payable or incurred by the employee in connection
with his duties under the agreement
* all reasonable travelling expenses incurred by the
employee in the course of his duties
* six weeks paid vacation
* club membership not to exceed $1,000
* stock option package to be negotiated during the
first year of employment
d) Note Payable - Extension of Call Date
By letter dated March 15, 1999, the promissory note for
$20,000 in favor of James Oste had its earliest call date
extended from June 1, 1999 to March 15, 2000,
Note 7. COMPENSATION/DEFERRED COMPENSATION
Shares have been issued that give rise to compensation expense.
This compensation is amortized over a five year period, with three
months thereof expensed as of December 31, 1998. Details of
compensation expense and deferred compensation are as follows:
See Accompanying Notes and independent Auditors' Report
F-10
<PAGE> 28
PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
December 31, 1998
(in U.S. Dollars)
Note 7. COMPENSATION/DEFERRED COMPENSATION (cont'd)
Compensation
Expense to
Total Deferred December 31,
Compensation Portion 1998
a) 2,000,000 common shares
issued as a finder's fee
to Robert Kinloch, a director
and officer of the Company at
a price of $0.05 per share $ 100,000 $ 95,000 $ 5,000
b) 5,000,000 common shares
subscribed by James Oste,
a director and officer of the
Company at a cash price of
$0.01 per share for a total
of $50,000 giving rise to
compensation at $0.04 per
share, or $200,000 200,000 190,000 10
--------- --------- -------
$ 300,000 $ 285,000 $ 15,000
--------- --------- --------
Employment agreements for a five year period were subsequently
entered into by the Company with James Oste and Robert Kinloch,
respectively, as disclosed in subsequent event note 6(c).
Note 8. PENSION AND EMPLOYMENT LIABILITIES
The Company does not have any liabilities as at December 31, 1998
for pension, postemployment benefits or postretirement benefits.
The Company does not have a pension plan.
See Accompanying Notes and Independent Auditors' Report
F-11
<PAGE> 29
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
There have been no disagreements on accounting and financial
disclosures from the inception of the Company through the date of this
Registration Statement.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) List of Financial Statements
Independent Auditors' Report
Balance Sheet
Statement of Income
Statement of Cash Flows
Statement of Shareholders' Equity
Notes to Financial Statements
b) List of Exhibits.
Exhibit No. Description
3.1 * Articles of Incorporation.
3.2 * Bylaws.
4.1 * Specimen Stock Certificate.
10.1 * Agreement with Mr. Tube Steak of Canada, Inc.
10.2 * Amendment to Agreement with Mr. Tube Steak.
27 * Financial Data Schedule
* Previously filed.
<PAGE> 30
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.
PACIFIC CART SERVICES, INC.
BY: /s/ James F. Oste, President
James F. Oste, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this Form 10-SB Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signatures Title Date
/s/ James F. Oste
James F. Oste Chairman of the Board 05/05/99
of Directors and
President
/s/ David G. Glass
David G. Glass Member of the Board 05/05/99
of Directors and Treasurer
/s/ Robert J. Kinloch
Robert J. Kinloch Member of the Board 05/05/99
of Directors and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at December 31, 1998 (Audited) and the
Statement of Income for the period from inception on August 27, 1998
(Audited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 105,553
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 105,553
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 105,553
<CURRENT-LIABILITIES> 23,186
<BONDS> 0
0
0
<COMMON> 129,150
<OTHER-SE> (46,783)
<TOTAL-LIABILITY-AND-EQUITY> 105,553
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (46,783)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (46,783)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (46,783)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
