SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
POWER DIRECT, INC.,
(Exact name of registrant as specified in its charter)
DELAWARE 52-2132622
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1288 Alberni Street, Suite 806, Vanvouver, British Columbia, Canada V6E 4N5
(Address of registrant's principal executive offices) (Zip Code)
604.664.0484
(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered: each class is to be registered:
-------------------- -------------------------------
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par value $.0001
(Title of Class)
Copies to:
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile 949.660.9010
Page 1 of 2
<PAGE>
Item 15. Financial Statements and Exhibits
(a) Index to Financial Statements. Page
- ---------------------------------- ----
Independent Auditors Report F-1
Balance Sheets as of December 31, 1998 F-2
Statementof Operations for the periods ending December 31, 1998,
1997 and 1996 and the period ending December 31, 1998 F-3
Statement of Shareholders Equity for the period ending
December 31, 1998 F-4
Statement of Cash Flows for the period ending December 31, 1998 F-5
Notes to Financial Statements F-6 through F-7
Unaudited Balance Sheet as of March 31, 1999 F-8
Unaudited Statement of Operations for Period January 1, 1999 F-9
to March 31, 1999
Unaudited Statement of Changes of Stockholder's Equity for Period F-10
January 1, 1999 to March 31, 1999
Unaudited Statement of Cash Flows for Period January 1, 1999 to F-11
March 31, 1999
Notes to Financial Statements F-12 through F-14
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this Amendment No. 1 to the Registration
Statement on Form 10-SB to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Vancouver, British Columbia, on July 2, 1999.
Power Direct, Inc.,
a Delaware corporation
By: /s/ Jack Sha
------------------------------
Its: President
2
<PAGE>
Power Direct, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
March 31, 1999
<TABLE>
<CAPTION>
March December December
31, 1999 31, 1998 31, 1997
<S> <C> <C> <C>
ASSETS
Current Assets
Cash in Bank 271,396.38 2,246.00 0.00
Other Current Assets 2,270.00 0.00 0.00
------------ ------------ ------------
Total Current Assets 273,666.38 2,246.00 0.00
OTHER ASSETS
Loans & Exchanges 2,000.00 0.00 0.00
Stockholder's Notes Receivable 285,000.00 0.00 0.00
Other Assets 973.70 0.00 0.00
Organization Costs net of Amortization 253,451.00 0.00 0.00
------------ ------------ ------------
Total Other Assets 541,424.70
------------ ------------ ------------
TOTAL ASSETS 815,091.08 2,246.00 0.00
============ ============ ============
LIABILITIES & EQUITY
Current Liabilities
Accounts Payable 4,137.10 1,3042.99 0.00
EQUITY
Capital Stock 1,372.75 600.00 100.00
Additional paid in capital 1,005,627.25 400.00 900.00
Retained Earnings -11,796.99 -11,796.99 -1,000.00
Net Income (Loss) -184,249.03 0.00 0.00
------------ ------------ ------------
Total Stockholder's Equity 810,953.98 -10,796.99 0.00
------------ ------------ ------------
TOTAL LIABILITIES &
OWNER'S EQUITY 815,091.08 2,246.00 0.00
============ ============ ============
</TABLE>
2
F-8
<PAGE>
Power Direct, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
January 1, 1999 to March 31, 1999
<TABLE>
<CAPTION>
March December December
31, 1999 31, 1998 31, 1997
<S> <C> <C> <C>
REVENUE
Services 0.00 0.00 0.00
Interest Income 705.05 0.00 0.00
COSTS AND EXPENSES
Selling, General and Administrative -184,954.08 -10,796.99 0.00
Amortization of Organization Costs
Total Costs and Expenses -184,954.08 -10,796.99 0.00
------------ ------------ ------------
Total Current Assets -184,249.03 -10,796.99 0.00
============ ============ ============
Weighted average number of
Common shares outstanding 14,327,500 6,000,000 2,000,000
NET LOSS PER SHARE -0.0129 -0.0018 0.00
</TABLE>
3
F-9
<PAGE>
Power Direct, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR PERIOD
January 1, 1999 to March 31, 1999
<TABLE>
<CAPTION>
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount capital stage
<S> <C> <C> <C> <C>
Balance
December 31, 1998 6,000,000 $600.00 $400.00 ($11,796.99)
January 5, 1999 600,000 $60.00 $5,940.00
January 12, 1999 1,000,000 $100.00 $79,900.00
January 15, 1999 1,240,000 $124.00 $129,876.00
February 8, 1999 500,000 $50.00 $39,950.00
February 16, 1999 500,000 $50.00 $49,950.00
February 17, 1999 75,000 $7.50 $18,742.50
February 18, 1999 500,000 $50.00 $39,950.00
February 26, 1999 750,000 $75.00 $99,925.00
March 4, 1999 500,000 $50.00 $109,950.00
March 10, 1999 250,000 $25.00 $37,475.00
March 15, 1999 250,000 $25.00 $49,950.00
March 22, 1999 1,562,500 $156.25 $343,593.75
---------- --------- -------------
Balance
March 31, 1999 13,727,500 $1,372.75 $1,005,602.25 ($184,249.03)
</TABLE>
4
F-10
<PAGE>
Power Direct, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
January 1, 1999 to March 31, 1999
<TABLE>
<CAPTION>
March December December
31, 1999 31, 1998 31, 1997
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Loss from operations -184,249.03 -10,796.99 0.00
------------ ------------ ------------
Net Cash provided by Operating Activities -184,249.03 -10,796.99 0.00
Increase in current asset 271,420.38 2,246.00 0.00
Increase in other assets 541,424.70 0.00 0.00
Increase in current liabilities -8,905.89 13,042.99 0.00
------------ ------------ ------------
Net cash provided by Operating Activities 619,690.16 2,246.00 0.00
INVESTING ACTIVITIES
Deposit on Asset Purchase Agreement 252,880.00 0.00 0.00
------------ ------------ ------------
Net cash used by investing activities 252,880.00 0.00 0.00
FINANCING ACTIVITIES
Issuance of Capital Stock 1,006,000.00 0.00 0.00
Net cash provided by financing activities 721,000.00 0.00 0.00
Net increase (decrease) in cash 271,420.38 2,246.00 0.00
Cash and equivalents, beginning of Current Period 2,246.00 0.00 0.00
Cash and equivalents, end of Current Period 273,666.38 2,246.00 0.00
</TABLE>
5
F-11
<PAGE>
Power Direct, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 13, 1993, under the laws of the State
of Delaware, as Power Direct, Inc. The Company currently has no operations and
in accordance with SFAS #7, the Company is considered a development stage
company.
On September 30, 1993, the Company issued 10,000 shares of its $.01 par
value common stock for cash of $1,000.00.
On July 30, 1998, the State of Delaware approved the Company's restated
Articles of Incorporation, which increased its capitalization from 10,000 common
shares to 25,000,000 common shares. The par value was changed from $.01 to
$.0001.
On July 30, 1998, the Company forward split its common stock 200:1, thus
increasing the number of outstanding common stock shares from 10,000 to
2,000,000 shares.
On October 21, 1998, the Company forward split its common stock 3:1, thus
increasing the number of outstanding common stock shares from 2,000,000 to
6,000,000 shares.
On December 16, 1998, the Company increased its capitalization from
25,000,000 common shares to 100,000,000 common shares. The par value remained at
$0.0001.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have bee paid since inception.
6
F-12
<PAGE>
Power Direct, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital or revenues, it would be unlikely for the
Company to continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating company.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - SALE OF COMMON SHARES
On January 6, 1999, Jack Sha purchased 300,000 common shares. As, Jack Sha
is an officer of the Company, these common shares were issued under Rule 144
Restrictions.
On January 6, 1999, Ferdinand Marehard purchased 300,000 common shares. As,
Ferdinand Marehard is an officer of the Company, these common shares were issued
under Rule 144 Restrictions.
During the months of January, February, and March of 1999, a total of
7,127,500 common shares were sold under Rule 504 offering.
NOTE 6 - ISSUANCE OF COMMON SHARES
On January 28, 1999, 600,000 common shares were issued to Holm Investments.
These common shares were issued under Rule 144 Restrictions.
7
F-13
<PAGE>
Power Direct, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
8
F-14
