YANKEE DYNAMO STEEL INC
10SB12G/A, 1999-05-07
IRON & STEEL FOUNDRIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


   
                                  FORM 10 - SB/A
    


       GENERAL FORM FOR REGISTRATION OF SEURITIES OF MALL BUSINESS ISSUERS Under
        Section 12(b) or (g) of the Securities Exchange Act of 1934



                            Yankee Dynamo Steel, Inc.
- --------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)


                Nevada                                 88-0408142
    -------------------------------       -------------------------------  
    (State or other jurisdiction of    (I.R.S. Employer Identification Number)
     incorporation or organization)


11 Woodlawn Terrace, Huntington, Connecticut                06484
- --------------------------------------------        ------------------------
 (Address of principal executive offices)                (zip code)


Issuer's telephone number: (203) 929-2892  
                           ----------------

Securities to be registered under section 12(b) of the Act:


    Title of Each Class                      Name on each exchange on which
    to be so registered                      each class is to be registered

- ----------------------------------       --------------------------------------


- ----------------------------------       --------------------------------------


Securities to be registered under section 12(g) of the Act:

Common Stock, $.001 par value per share, 20,000,000 shares authorized, 5,546,050
issued and outstanding as of April 15, 1999.

<PAGE>


   
                                    Part F/S


Item 1.  Financial Statements
<TABLE>
<CAPTION>
The following documents are filed as part of this report:

  a)     Yankee Dynamo Steel, Inc.                                                              Page

<S>                                                                                              <C>
         Report of James E. Slayton, CPA                                                         F-1

         Balance Sheet as of February 25, 1999                                                   F-2

         Statement of Operations for the period from November 2, 1998 through February
         25, 1999                                                                                F-3

         Statement of Stockholder's Equity for the period from November 2, 1998 through
         February 25, 1999                                                                       F-4

         Statement of Cash Flows for the period from November 2, 1998 through February 25,
         1999                                                                                    F-5

         Notes to Financial Statements                                                           F-6 

b)       Interim Financial  Statements are not provided at this time as they are
         not applicable at this time

c)       Financial  Statements of Businesses  Acquired or to be Acquired are not
         provided at this time as they are not applicable at this time

d)       Pro-forma  Financial  Information is not provided at this time as it is
         not applicable at this time

Item 2.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

         None - Not Applicable.
    
</TABLE>

<PAGE>

   
         James E. Slayton
         3607 WEST MARKET STREET
         Suite 208
         AKRON, OHIO 44333

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Board of Directors                                             February 25, 1999
Ukraine Business Corporation (The Company)
Las Vegas, Nevada 89102

          I have audited the Balance Sheet of Ukraine  Business  Corporation .(A
Development Stage Company),  as of February 25, 1999 and the related  Statements
of Operations, Stockholders' Equity and Cash Flo for the period November 2, 1998
to February 25, 1999. These financial  statements are the  responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on 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  statement  presentation.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  I  believe  that my audit  provides  a  reasonable  basis  for my
opinion.

         In my opinion,  the  financial  statements  referred  to above  present
fairly,  in all material  respects,  the financial  position of Ukraine Business
Corporation,  (Development State Company), at February 25, 1999, and the results
of its operations and cash flows for the period November 2, 1998 to February 25,
1999, in conformity with generally accepted accounting principles.

         The accompanying  financial  statements have been prepared assuming the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  The  Company  has  had  limited  operations  and has not
established a long term source of revenue.  This raises  substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters are also  described in Note 3. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

James E. Slayton, CPA
Ohio License ID# 04-1-15582

                                      F-1
    

<PAGE>

   



                          Ukraine Business Corporation
                          (A Development Stage Company)

                                  BALANCE SHEET
                                      AS AT
                                February 25, 1999

    ASSETS

Current Asset
                                                                       14511.00

Cash in Bank                                                               0.00
                                                                     ----------
Other Current Assets                                                  14511. 00


Total Current Assets

OTHER ASSETS
Investment In Svetlovodsk Corporation                                 470000.00
Organization Costs not of Amortization                                   369.00
                                                                     ----------
Total Other Assets                                                    470369.00
TOTAL ASSETS                                                          484880.00
                                                                     ==========
    LIABILITIES & EQUITY
    EQUITY
Capital Stock                                                           5426.00
Additional paid In capital                                            525984.00
Retained Earnings                                                     (46530.00)
                                                                     ----------
Total Stockholders' Equity                                           48,4880.00
    TOTAL LIABILITIES & OWNER'S EQUITY                                484880.00
                                                                     ==========

           See accompany notes to financial statements & audit report

                                  F-2

    

<PAGE>


   


                          Ukraine Business Corporation
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                                   FOR PERIOD
               November 2, 1998 (Inception) to February 25, 1999

   REVENUE
Services                                                                 0.00
   COSTS AND EXPENSES
Selling, General and Administrative                                  46504.00
Amortization of Organization Costs                                      26.00
                                                                    --------- 
            Total-Costs and Expenses                                 46530,00
                                                                    --------- 
                             Net Ordinary Income or (Loss)          (46530.00)
                                                                    ========= 

Weighted average
number of common
shares outstanding                                                  5,426.050
   Net Logs
   Per Share                                                          (0.0086)

           See accompany notes to financial statements & audit report

                                       F-3

    

<PAGE>


   


                          Ukraine Business Corporation
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   FOR PERIOD
                        November 2, 1998, (Inception) to
                               February 25, 1999.

<TABLE>
<CAPTION>
                                                                                  Deficit
                                                                                accumulated
                                                                Additional        during       
                                     Common Stock                paid-in        development
                                   Shares          Amount        capital          stage
                                   --------------  ------       ----------      -----------

<S>                               <C>            <C>             <C>           <C>
November 3, 1998
issued for cash                   2,180,000      2,180.00        5,415.00

December 3, 1998                    216,050        216.00       64,599.00
Issued for cash

December 17,1998                     30,000         30.00        8,970.00
Issued for cash

Net loss
November 2, 1998
(Inception) to
February 23, 1999                                                              (46,530.00)

February 26, 1999
Issued per asset purchase
agreement                         3.000,000      3,000.00      447,000.00
                                  ---------     ---------     -----------     ----------- 

Balance
February 25, 1999                 5.426,050     $5,426.00     $525,984.00     ($46,530.00)
                                  =========     =========     ===========     =========== 
</TABLE>

           See accompany notes to financial statements & audit report

                                       F-4

    

<PAGE>



   

                          Ukraine Business Corporation
                          (A Development Stage Company)

                            STATEMENT OF CASH FLOWS.
                                   FOR PERIOD
               November 2, 1998, (Inception) to February 25, 1999

<TABLE>
<CAPTION>


<S>                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES                         
  Cash received from customers                                      0.00
                                                                --------
             Not Cash provided by Operating Activities                             0.00
  Cash paid to suppliers and employees                          46530.00
  Increase In current assets                                        0.00
  Increase in other assets                                        369.00
                                                                --------
             Cash disbursed for Operating Activities                           46899.00
                                                                               --------
             Net cash flow provided by operating activities                   (46899.00)
CASH FLOWS FROM INVESTING ACTIVITIES
    Deposit an Asset Purchase Agreement                         20000.00
                                                                --------

             Net cash used by Investing activities                            (20000.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock                                       81410.00
                                                                --------
             Net cash provided by financing activities                         81410.00
             Net increase (decrease) In cash                                   14511.00
             Cash and cash equivalents, February 25, 1999                          0.00
             Cash and cash equivalents, end of year                            14511.00

           See accompany notes to financial statements & audit report
</TABLE>

                                       F-5
    


<PAGE>


   


                          Ukraine Business Corporation
                          (A Development Stage Company)

                          NOTE TO FINANCIAL STATEMENTS
                          ----------------------------
                                February 25, 1999

NOTE I - HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was organized November 2, 1998, under the laws of the State
of Nevada,  as Ukraine Business  Corporation (the Company) has no operations and
in  accordance  with SFAS #7, the  Company is  considered  a  development  stage
company.

         On November 3, 1998, the company issued  2,180,000  Shares of its $.001
Par value common stock for cash of $7,595.00.  On December 3, 1998,  the company
conducted a limited  public  offering of common stock  pursuant to Regulation D,
Rule 504 of the  Securities Act of 1933 and sold 216,050 shares of its $.001 Par
value common  stock for cash of  $64,815.00.  On December 17, 1998,  the company
issued 30,000 shares of its $.001 Par value common stock for cash of $9,000.00.

          On February 25, 1999, the Company issued 3,000,000 shares of its $.001
Par value common stock in an asset purchase  agreement with Uglefrtprom  Ltd., a
Bahamas  corporation.  The 3,000,000 shares of stock were valued at $450,000.00.
Management based this valuation on $.15 per share.  Management  reduced the last
issue price of $30 on December 17, 1999 to $.15 based the stock being restricted
for one year.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

         Accounting  polices and procedures have not been  determined  except as
follows:

         1. The Company uses the accrual method of accounting.

         2. The cost of organization,  $395.00, is being amortized over a period
of 60 months (November 2, 1998 through October 31, 2003)

         3, Earnings per share is computed using the weighted  average number of
shares of common stock outstanding.

         4. The  Company has not yet  adopted  any policy  regarding  payment of
dividends. No dividends have been paid since inception.

         5. The  Company  has  adopted  the cost  method of  accounting  for its
investment in Svetlovodsk Corporation.

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.  The Company has entered into an asset purchase  agreement  which will
provide a revenue stream.
                       
                                      F-6

    
<PAGE>

   


                          Ukraine Business Corporation
                         (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                                February 25, 1999

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 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock.

                                      F-7
    


<PAGE>



                                   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.

                            Yankee Dynamo Steel, Inc.
- --------------------------------------------------------------------------------
                                  (Registrant)

Date: April 27, 1999        
      --------------

By:   /s/ David Beatty
      ----------------
      David Beatty, Chairman of the Board, President and Chief Executive Officer
      --------------------------------------------------------------------------

By:   /s/ Paul Waters
      ---------------  
      Paul Waters, Director, Vice President, CFO, Secretary/Treasurer
      --------------------------------------------------------------------------



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