U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission File no. 0-25359
cmerun, inc.
f/k/a Fundae Corporation
--------------------------------------------
(Name of small business issuer in its charter)
FLORIDA 65-0877745
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Lakeview Avenue, Suite 160-146
West Palm Beach, FL 33401
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (561) 832-5698
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange
on which registered
None
- ------------------------- -------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value
(Title of class)
-------------------
Copies of Communications Sent to:
Mercedes Travis, Esq.
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696:
Fax: (561) 659-5371
<PAGE>
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $ 0.00
Of the 1,400,000 shares of voting stock of the registrant issued and
outstanding as of December 15, 1999, 900,000 shares are held by non-affiliates.
The aggregate market value of the voting stock held by non-affiliates as of a
December 13, 1999 is approximately $5,850,000.00.
<PAGE>
PART I
Item 1. Description of Business
(a) Business Development
On December 2, 1999, Fundae Corporation changed its name to cmerun, inc.
(the "Company") to assist in merger efforts even though management is unable to
predict when such an agreement will be effected, if ever. The Company was
organized on March 16, 1995, under the laws of the State of Florida, having the
stated purpose of engaging in any lawful activities. The Company was formed with
the contemplated purpose to sell chocolate malts, flavoring and related
products. The business concept and plan was based upon information obtained by
the incorporator several years before while working for an unrelated company
with the same concept and business plan. The incorporator and sole shareholder
was unable to obtain the cooperation and assistance of workers and investors to
implement the proposed plan. The primary area of sales was to be in Florida, but
was never brought to the development stage. After development of a business plan
and efforts to develop the business failed, all efforts were abandoned in 1996.
At that time the Company was unable to obtain the necessary supply contracts for
its product line, was unable to obtain the necessary financing, therefore was
unable to operate.
The Company never engaged in an active trade or business throughout the
period from 1996 until just recently. The Company charter was suspended (subject
to reinstatement) by the State of Florida in 1996 for inactivity and failure to
pay annual fees and costs. Its active status was reinstated on December 1, 1998,
upon payment of all past due fees and costs. On December 1, 1998, all of the
issued and outstanding shares of the common stock of the Company were acquired
from Richard W. A. Davis. The shares were purchased from Mr. Davis by the
investor group. Mr. Davis initially acquired the shares in consideration of
services rendered in an exempt transaction pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). Mr. Davis distributed and sold
the shares directly to each member of the investor group. The original
incorporator and shareholder agreed to exchange the 500,000 issued and
outstanding shares held by such shareholder to the new 25 member investor group
in exchange for a commitment by the new shareholder group to pay the cost of
reactivating the corporation, providing for its reinstatement, and bringing its
books and records up to date. The total of 500,000 shares was distributed 20,000
shares to each of twenty-five (25) shareholders. In addition, the Company
received gross proceeds in the amount of $20,000 from the sale of a total of
400,000 shares of common stock, $.0001 par value per share (the "Common Stock"),
in an offering conducted pursuant to Section 3(b) and 4(2) of the Act, and Rules
505 and 506 of Regulation D promulgated thereunder. This offering was made in
the State of Georgia and the State of Florida, identical to the same investor
group. The Company undertook the offering of shares of Common Stock on December
1, 1998. Also on December 1, 1998, the Company issued 500,000 shares of its
Common Stock to Mr. A. Rene Dervaes, Jr., the President, Secretary and Treasurer
of the Company in consideration and in exchange for services valued at
$12,500.00 in connection with the re-organization of the Company. (See "Recent
Sales of Unregistered Securities")
The Company then began to consider and investigate potential business
opportunities. The Company is considered a development stage company and, due to
its status as a "shell" corporation,
<PAGE>
its principal business purpose is to locate and consummate a merger or
acquisition with a private entity. Because of the Company's current status of
having limited assets and no recent operating history, in the event the Company
does successfully acquire or merge with an operating business opportunity, it is
likely that the Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the Company.
On December 1, 1998, the Company also determined it should become active in
seeking potential operating businesses and business opportunities with the
intent to acquire or merge with such businesses.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 222 Lakeview
Avenue, Suite 160-146, West Palm Beach, FL 33401 and its telephone number is
(561) 832-5698.
(b) Business of Issuer
The Company has no recent operating history and no representation is made,
nor is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified, potentially
acquire or merge with one or more businesses or business opportunities. The
Company currently has no commitment or arrangement, written or oral, to
participate in any business opportunity and management cannot predict the nature
of any potential business opportunity it may ultimately consider. Management
will have broad discretion in its search for and negotiations with any potential
business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its officer and director, consultants, special
advisors, securities broker-dealers, venture capitalists, member of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's limited capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Company will most likely have to rely on
outside sources, not otherwise associated with the Company, that will accept
their compensation only after the Company has finalized a successful acquisition
or merger.
<PAGE>
The Company will rely upon the expertise and contacts of such persons, will use
notices in written publications and personal contacts to find merger and
acquisition candidates, the exact number of such contacts dependent upon the
skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship with management. To date, the Company has not engaged nor entered
into any definitive agreements nor understandings regarding retention of any
consultant to assist the Company in its search for business opportunities, nor
is management presently in a position to actively seek or retain any prospective
consultants for these purposes.
The Company does not intend to restrict its search to any specific kind of
industry or business. The Company may investigate and ultimately acquire a
venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, (limited solely to working history - See "Item 5. Directors,
Executive Officers, etc.") or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them. Management
may elect to engage outside independent consultants to perform preliminary
analysis of potential business opportunities. However, because of the Company's
limited capital it may not have the necessary funds for a complete and
exhaustive investigation of any particular opportunity. Management will not
devote full time to finding a merger candidate, will continue to engage in
outside unrelated activities, and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
<PAGE>
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.
Because of the Company's current status and recent inactive status for the
prior two (2) years, and its concomitant lack of assets and relevant operating
history, it is likely that any potential merger or acquisition with another
operating business will require substantial dilution to the Company's existing
shareholders interests. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and the corresponding
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises. Management may actively negotiate or otherwise consent to
the purchase of any portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition. In such an event, existing
shareholders may not be afforded an opportunity to approve or consent to any
particular stock buy-out transaction. However the terms of the sale of shares
held by present management of the Company will be extended equally to all other
current shareholders.
Management does not have any plans to borrow funds to compensate any
persons, consultants, or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company
<PAGE>
does need to raise capital, it would most likely have to rely on the private
sale of its securities. Such a private sale would be limited to persons exempt
under the Commissions's Regulation D or other rule, or provision for exemption,
if any applies. However, no private sales are contemplated by the Company's
management at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
The Company does not anticipate using Regulation S promulgated under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only to its potential applicability after consummation of a merger or
acquisition.
In the event of a successful acquisition or merger, a finder's fee, in the
form of cash or securities of the Company, may be paid to persons instrumental
in facilitating the transaction. The Company has not established any criteria or
limits for the determination of a finder's fee, although most likely an
appropriate finder's fee will be negotiated between the parties, including the
potential business opportunity candidate, based upon economic considerations and
reasonable value as estimated and mutually agreed upon at that time. A finder's
fee would only be payable upon completion of the proposed acquisition or merger
in the normal case, and management does not contemplate any other arrangement at
this time. Current management has not in the past used any particular
consultants, advisors or finders. Management has not actively undertaken a
search for, nor retention of, any finder's fee arrangement with any person. It
is possible that a potential merger or acquisition candidate would have its own
finder's fee arrangement, or other similar business brokerage or investment
banking arrangement, whereupon the terms may be governed by a pre-existing
contract; in such case, the Company may be limited in its ability to affect the
terms of compensation, but most likely the terms would be disclosed and subject
to approval pursuant to submission of the proposed transaction to a vote of the
Company's shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. If such a fee arrangement was proposed,
independent management and directors would negotiate the best terms available to
the Company so as not to compromise the fiduciary duties of the representative
in the proposed transaction, and the Company would require that the proposed
arrangement would be submitted to the shareholders for prior ratification in an
appropriate manner.
Management does not contemplate that the Company would acquire or merge
with a business entity in which any officer or director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. The Company's management has not had any contact,
discussions, or other understandings regarding any particular business
opportunity at this time, regardless of any potential conflict of interest
issues. Accordingly, the potential conflict of interest is merely a remote
theoretical possibility at this time.
<PAGE>
Possible Blank Check Company Status
While the Company may be deemed a "shell" company at this time, it does not
constitute a "blank check" company under pertinent securities law standards.
Accordingly, the Company is not subject to securities regulations imposed upon
companies deemed to be "blank check companies." If the Company were to file a
registration statement under Securities Act of 1933 and, at such time, priced
its shares at less than $5.00 per share and continued to have no specific
business plan, it would then be classified as a blank check company.
If in the future the Company were to become a blank check company, adverse
consequences could attach to the Company. Such consequences can include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the additional steps required to comply with various federal and state laws
enacted for the protection of investors, including so-called "lockup" agreements
pending consummation of a merger or acquisition that would take it out of blank
check company status.
Many states (excluding Florida where the Company is incorporated) have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the companies securities
or to undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
described herein. In the event the Company undertakes the filing of a
registration statement under circumstances that classifies it as a blank check
company the provisions of Rule 419 and other applicable provisions will be
complied with.
Rights of Shareholders
The Company amended its Articles of Incorporation on December 15, 1998, to
expressly provide that the Board of Directors is authorized to enter into on
behalf of the corporation and to bind the corporation without shareholder
approval, any and all acts approving the terms and conditions of a merger and/or
a share exchange, and shareholders affected thereby, shall not be entitled to
dissenters rights with respect thereto under any applicable statutory dissenters
rights provision. This provision expressly eliminates shareholder participation
in the merger and/or share exchange contemplated by the Company and expressly
eliminates any shareholders dissenters rights. The Company does not intend to
provide its shareholders with complete disclosure documentation including
audited finance statements concerning a target company and its business prior to
any mergers or acquisitions.
Competition
Because the Company has not identified any potential acquisition or merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
<PAGE>
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees and has no
plans for retaining employees until such time as the Company's business warrants
the expense, or until the Company successfully acquires or merges with an
operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to part F/S of this Form
10-SB for a report of the Company's operating history for the past two fiscal
years.
Item 2. Description of Property
The Company is currently using at no cost to the Company, as its principal
place of business offices of its current management, A. Rene Dervaes, Jr.,
located in West Palm Beach, Florida. Although the Company has no written
agreement and pays no rent for the use of this facility, it is contemplated that
at such future time as an acquisition or merger transaction may be completed,
the Company will secure commercial office space from which it will conduct its
business. Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
Item 3. Legal Proceedings
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted, during the fiscal year ended September 30, 1999,
covered by this report, to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Part II
Item 5. Market for Common Equity and Other Shareholder Matters.
<PAGE>
Shares of the Company's common stock have previously been registered with
the Securities and Exchange Commission (the "Commission"). The Company has made
application and been approved by the NASD for the Company's shares to be quoted
on the OTC Bulletin Board. Inclusion on the OTC Bulletin Board permits price
quotation for the Company's shares to be published by such service.
The Company is not aware of any other existing trading market for its
common stock. The Company's common stock has never traded in a public market.
When the Company's common stock is traded in the over-the-counter market,
most likely the shares will be subject to the provisions of Section 15(g) and
Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange
Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain requirements for transactions in penny stocks and Rule 15g9(d)(1)
incorporates the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Rule 3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the Company's shares are deemed to be a penny stock, trading in the shares
will be subject to additional sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of December 14, 1999, there were twenty-nine (29) holders of record of
the Company's common stock.
As of the date hereof, the Company has issued and outstanding One Million
Four Hundred Thousand [1,400,000] shares of common stock. Of this total, Five
<PAGE>
Hundred Thousand [500,000] shares were originally issued in transactions more
than three (3) years ago. Such shares may be sold or otherwise transferred
without restriction pursuant to the terms of rule 144 ("Rule 144") of the Act.
The remaining Nine Hundred Thousand [ 900,000] shares were issued subject to
Rule 144 and may not be sold and/or transferred without further registration
under the Act or pursuant to an applicable exemption..
Dividend Policy
The Company has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make distributions in the foreseeable future. The Company currently intends
to retain and reinvest future earnings, if any, to finance its operations.
Public Quotation of Stock
The Company obtained the services of Public Securities, Inc. 300 North
Argonne Road, Suite 202, Spokane, WA 99212 to act as a market maker for the
Company's securities. The Company was approved for quotation on the Nasdaq
Bulletin Board on October 13, 1999.
Price History
<TABLE>
<S> <C> <C>
Fiscal Year 1999 HIGH LOW
- ------- ------- -----
Week Ending December 13, 1999 6 1/2 6 1/2
Week Ending December 6, 1999 6 9/16 4
Week Ending November 29, 1999 1/2 1/2
Week Ending November 22, 1999 1/2 1/2
Week Ending November 15, 1999 1/2 1/2
Week Ending November 8, 1999 1/2 1/2
Week Ending November 1, 1999 1/2 1/2
Week Ending October 25, 1999 1/2 1/32
Quarter Ended September 30, 1999
</TABLE>
Transfer Agent
The Company selected Interwest Transfer Co. 1981 E. Murray Holladay Road,
Suite 100, Salt Lake City, Utah 84117 to serve as its transfer agent.
Item 6. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited assets
or capital, and with no operations or income since approximately 1996. The costs
and expenses associated with the preparation and filing of this registration
statement and other operations of the Company have
<PAGE>
been paid for by a shareholder, specifically A. Rene Dervaes, Jr. Mr. Dervaes
has agreed to pay future costs associated with filing future reports under
Exchange Act of 1934 if the Company is unable to do so. It is anticipated that
the Company will require only nominal capital to maintain the corporate
viability of the Company and any additional needed funds will most likely be
provided by the Company's existing shareholders or its sole officer and director
in the immediate future. Current shareholders have not agreed upon the terms and
conditions of future financing and such undertaking will be subject to future
negotiations, except for the express commitment of Mr. Dervaes to fund required
34 Act filings. Repayment of any such funding will also be subject to such
negotiations. However, unless the Company is able to facilitate an acquisition
of or merger with an operating business or is able to obtain significant outside
financing, there is substantial doubt about its ability to continue as a going
concern.
Since its inception, the Company has conducted minimal business operations
except for organizational and capital raising activities. The Company has not
realized any revenues since its inception due to the fact that its executive,
Mr. Dervaes has been primarily engaged in organizational and promotional
activities on behalf of the Company. As a result, from inception (March 16,
1995) through September 30, 1999, the Company had $0.00 revenue. Total Company
operations and operating expenses as of September 30, 1999 were $32,438.00.
Financial Condition, Capital Resources and Liquidity
At September 30, 1999, the Company had assets totaling $62.00 and an
accumulated deficit of ($33,438.00) attributable to accrued legal expenses,
organization expenses and professional fees. Since the Company's inception, it
has received $20,000.00 in cash contributed as consideration for the issuance of
shares of Common Stock.
Net Operating Losses
The Company has net operating loss carry-forwards of $32,428.00 expiring in
2014. The Company may not be able to utilize such carry-forwards as the Company
has no history of profitable operations.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to secure a
successful acquisition or merger partner so that it will be able to continue as
a going concern. In the event such efforts are unsuccessful, contingent plans
have been arranged to provide that the current Director of the Company is to
fund required future filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.
Plan of Operation
<PAGE>
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target company must repay funds advanced by its officers
and directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 7. Financial Statements
The Company's financial statements have been examined to the extent indicated in
their reports by Dorra, Shaw, & Dugan, independent certified accountants, and
have been prepared in accordance with generally accepted accounting principles
and pursuant to Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein, on Page F-1 hereof in response to Part F/S
of this Form 10-KSB.
Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
Because the Company has been generally inactive since its inception, it has
had no independent accountant until the retention in December 1998 of Dorra,
Shaw & Dugan, CPA's, 270 South County Road, Palm Beach, Florida 33480. There has
been no change in the Company's independent accountant during the period
commencing with the Company's retention of Dorra, Shaw & Dugan, CPA's, through
the date hereof.
<PAGE>
INDEX TO THE FINANCIAL STATEMENTS
FUNDAE CORPORATION
TABLE OF CONTENTS
Independent Auditor's Report F-1
Balance Sheet F-2
Statement of Operations and Accumulated Deficit F-3
Statement of Cash Flows F-4
Notes to Financial Statements F-5
<PAGE>
Dorra Shaw & Dugan
Certified Public Accountants
To the Board of Directors and Stockholders
Fundae Corporation
Palm Beach, Florida
We have audited the accompanying balance sheet of Fundae Corporation (a Florida
corporation and a development stage company) as of September 30, 1999, and the
related statements of operations, accumulated deficit and cash flows for the
period December 1, 1998 (date of inception) to September 30, 1999. 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 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 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 have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/Dorra Shaw & Dugan
- --------------------------------
Certified Public Accountants
December 17, 1999
270 South County Road * Palm Beach, FL 33480
Telephone (561) 822-9955 * Fax (561) 832-7580
Website: dsd-cpa.com
F-1
<PAGE>
FUNDAE CORPORATION
( A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C>
September 30, 1999
- ------------------------------------------------------------ ---------------
ASSETS
Current Assets:
Cash $ 62
- ---- ------------------------------------------------------- ---------------
TOTAL CURRENT ASSETS 62
- ------------------------------------------------------------ ---------------
$ 62
- ---- ------------------------------------------------------- ---------------
LIABILITIES
Current Liabilities:
Accrued expenses $ -
- ---- ------------------------------------------------------- ---------------
TOTAL CURRENT LIABILITIES -
- ------------------------------------------------------------ ---------------
-
- ---- ------------------------------------------------------- ---------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 share
authorized 1,400,000 shares issued and outstanding 140
Preferred stock - No par value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 33,360
Accumulated (deficit) (33,438)
- ---- ------------------------------------------------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 62
- ------------------------------------------------------------ ---------------
$ 62
- ---- ------------------------------------------------------- ---------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
FUNDAE CORPORATION
( A Development Stage Company)
STATEMENT OF OPERATIONS AND
ACCUMULATED DEFICIT
<TABLE>
<S> <C>
For the period December 1,1998 (date of inception) to September 30, 1999
- ------------------------------------------------------------------- -----------
Revenues $ -
- ------------------------------------------------------------------- -----------
Operating expenses:
Professional fees 30,863
Taxes and licenses 1,237
Office and bank charges 338 32,438
- --- --------------------------------------------------------------- -----------
Loss before income taxes (32,438)
Income taxes -
- ------------------------------------------------------------------- -----------
Net loss (32,438)
Accumulated deficit - December 1, 1998 (1,000)
- ------------------------------------------------------------------- -----------
Accumulated deficit - September 30, 1999 $ (33,438)
- ------------------------------------------------------------------- -----------
Net loss per share $ (0.02)
- ------------------------------------------------------------------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
FUNDAE CORPORATION
(A Development Stage Company)
Statement of Cash Flows
For the period December 1, 1998 (date of inception) to September 30, 1999
- ------------------------------------------------------------------- ----------
Operating Activities:
Net loss $ (32,438)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Issuance of common stock for services 12,500
- ------------------------------------------------------------------- ----------
Net cash used by operating activities (19,938)
- ------------------------------------------------------------------- ----------
Financing activities:
Issuance of Common Stock 20,000
- ---- ------------------------------------------------------------- ----------
Net cash provided by financing activities 20,000
- ------------------------------------------------------------------ ----------
Net increase in cash 62
- ------------------------------------------------------------------ ----------
Cash - September 30, 1999 $ 62
- ------------------------------------------------------------------ ----------
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
Fundae Corporation
Notes to Financial Statements
Note A - Summary of Significant Accounting Policies:
Organization
Fundae Corporation (a development stage company) is a Florida Corporation
organized March 16, 1995 to sell chocolate malts, flavorings and related
products. The Company failed in its attempt to implement its initial business
plan and during June 1996 abandoned its efforts. The Company had no operations
for the period prior to June 1996. The Company was inactive and there were no
transactions from June 1996 to the date of reinstatement by the State of Florida
on December 1, 1998 that affect the balances reflected in the financial
statements as of December 1, 1998.
The Company has a new business plan, which was adopted on or about December 1,
1998, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan. The Company is actively pursuing a merger partner at the present
time. In this connection the Company changed its name to CMERUN, Inc. on
December 2, 1999.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Stockholders' Equity:
On March 16, 1995, the Company issued 500,000 shares of common stock, in lieu of
cash, for the fair market value of services rendered by its initial officer -
stockholder. On or about December 1, 1998, third parties purchased the shares
from the initial officer - stockholder. On or about December 1, 1998, the
Company issued 500,000 shares of its common stock to its sole officer in
exchange for services valued at $12,500. Subsequently the same third parties
purchased at $0.05 per share, 400,000 shares of the common stock of the Company
in a private placement pursuant to Regulation D of the SEC. The $30,863 in
professional fees includes the costs and expenses (including legal fees)
associated with the preparation and filing of the registration statement.
Included in professional fees are additional legal fees of $25,363 for
F-5
<PAGE>
Note B - Stockholder's Equity (Cont'd):
merger and acquisition activities unrelated to the registration statement and
$5,500 in auditing and accounting fees.
At September 30, 1999, the Company had authorized 50,000,000 shares of $.0001
par value common stock and had 1,400,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock is issued and
outstanding.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $32,428 that may be offset
against future taxable income. If not used, the carry forward will expire in
2014.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through September
30, 1999. It has not established revenues sufficient to cover operating costs
and to allow it to continue as a going concern. Management plans currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going concern. In the event such efforts are
unsuccessful, contingent plans have been arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing shareholders have expressed an interest in additional funding if
necessary to continue the Company as a going concern.
F-6
<PAGE>
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act.
The director and executive officer of the Company and his respective age is
as follows:
Name Age Position
- -------------------- ----- ----------------------------------------------
A. Rene Dervaes, Jr. 61 Director, President, Secretary and Treasurer
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director, or officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been convicted in or been
the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.
The business experience of the person listed above during the past five
years is as follows:
Mr. A. Rene Dervaes, Jr., 61 years old, has been a Director of the Company
since December 1, 1998. Prior to that time he was the co-founder and then
Chairman of the A.R. Dervaes Company, Inc. from 1961 to 1982, a 125 employee
manufacturer and supplier of equipment to heavy industry. From 1982 to 1985 he
was the President of Khonbu Industries, a designer and nationwide distributor of
exclusive consumer products. From 1978 to 1986 he was the Chairman and CEO of
Eagle Rock Corporation, an owner of and service provider for horse farms. From
1986 to 1990 he was the Chairman and CEO of Vantage Industries, an international
marketing firm. From 1991 to the present Mr. Dervaes has served as the Chairman
and CEO of Secured Retirement International, Inc., specializing in the design
and marketing of proprietary U.S. Treasury and municipal bond mutual funds. Mr.
Dervaes also co-invented a unique finance product that pays increasing
distributions through a patented method for pooling and distributing bond
income.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership, of Common Stock and other equity
securities of the Company on Forms 3, 4, and 5, respectively. Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, Mr. Dervaes comprising all of the Company's
executive officers, directors and greater than 10% beneficial owners of its
common Stock, have complied with Section 16(a) filing requirements applicable to
them during the Company's most recent fiscal year.
<PAGE>
Item 10. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, officers or directors. The Company has
not paid any salaries or other compensation to its officers, directors or
employees for the years ended 1997 and 1998, nor at any time during 1999.
Further, the Company has not entered into an employment agreement with any of
its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's director
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of the
Company as of January July 15, 1999, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock, each director of the Company and all directors and officers of the
Company as a group.
<TABLE>
<CAPTION>
Name of Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
- --------------------------- --------------------- -----------------
<S> <C> <C>
A. Rene Dervaes, Jr. 500,000 35.7%
170 South County Road
Palm Beach, FL 33480
All Executive Officers and
Directors as a Group (one person) 500,000 35.7%
- -------------
</TABLE>
Item 12. Certain Relationships and Related Transactions
On December 1, 1998, the Company issued and sold 500,000 shares of the
Common Stock to Mr. Dervaes, the President, Secretary and Treasurer of the
Company and record and beneficial owner of approximately 35.7% of the Company's
outstanding Common Stock, in consideration and exchange therefore for services
valued at $12,500 in connection with the reorganization of the Company. Services
rendered and to be rendered by Mr. Dervaes include the restructuring of the
Company, obtaining requisite financial assistance, searching for merger and
acquisition candidates, and a commitment on the part of Mr. Dervaes to fund, if
necessary, future filings of 34 Act requirements.
In addition Mr. Dervaes has paid for the cost and expenses associated with
the filing of this Form 10-KSB and other operations of the Company.
At the current time, the Company has no provision to issue any additional
securities to management, promoters or their respective affiliates or
associates. At such time as the Board of Directors adopts an employee stock
option or pension plan, any issuance would be in accordance with the terms
thereof and proper approval. Although the Company has a very large amount of
authorized but unissued Common Stock and Preferred Stock which may be issued
<PAGE>
without further shareholder approval or notice, the Company intends to reserve
such stock for the Rule 506 offerings for acquisitions.
During the Company's last two fiscal years, there have not been any other
transactions between the Company and any officer, director, nominee for election
as director, or any shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
A. Rene Dervaes, Jr., may be deemed to be a "promoter" of the Company as
that term is defined under the Rules and Regulations promulgated under the Act.
Item 13. Exhibits and Reports on Form 8-K.
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
- -------------------------------------------------------------------------------
3(i).1 Articles of Incorporation filed March 16, 1995(1)
3(i).2 Articles of Amendment filed January 20, 1999 (1).
3(i).3 * Articles of Amendment to Articles of Incorporation filed
December 2, 1999
3(ii).1 By-laws (1).
27 * Financial Data Schedule
(1) Incorporated herein by reference to the Registration Statement on Form
10-SB of Fundae Corporation (File No. 0-25359), filed with the U.S.
Securities and Exchange Commission.
(b) A report on Form 8-K was filed during the last quarter of the fiscal year
ended September 30, 1999, covered by this Annual Report on Form 10-KSB,
reflecting the name change of the Company.
* Filed herewith
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.
cmerun, inc. (F/K/A Fundae Corporation)
(Registrant)
Date: December 22, 1999 BY: /s/ A. RENE DERVAES, JR.
--------------------------
A. Rene Dervaes, Jr., President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
December 22, 1999 BY: /s/ A. RENE DERVAES, JR.
----------------------------
A. Rene Dervaes, Jr. Director, President,
Secretary, Treasurer
EXHIBIT 3(i).3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
FUNDAE CORPORATION
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended , added
or deleted)
ARTICLE I. NAME: The name of the corporation shall be: Fundae Corporation. The
principal place of business of this corporation shall be 265 Sunrise Avenue,
Suite 204, Palm Beach, FL 33480.
To be amended as follows:
ARTICLE I. NAME: The name of the corporation shall be: cmerun, inc. The
principal place of business of this corporation shall be 222 Lakeview Ave.,
PMB160-146, West Palm Beach, FL 33401.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as
follows:
n/a
THIRD: The date of each amendment's adoption: December 2, 1999
FOURTH: Adoption of Amendment(s) check one:
____X__ The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were sufficient
for approval.
________ The amendment(s) was/were approved by the shareholders through
voting groups.
<PAGE>
The following statements must be separately provided for each
voting group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by
----------------------------------------------------------."
(Voting Group)
________ The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
________ The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 2nd day of December, 1999.
BY: /s/A. Rene Dervaes
-----------------------------------------
A. Rene Dervaes, President/Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001078352
<NAME> Fundae Corporation
<MULTIPLIER> 1
<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Jan-15-1999
<PERIOD-START> Dec-1-1998
<PERIOD-END> Jul-15-1999
<EXCHANGE-RATE> 1
<CASH> 20,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 62
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 62
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 140
<OTHER-SE> 33,360
<TOTAL-LIABILITY-AND-EQUITY> 62
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32,438
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (32,438)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33,438)
<EPS-BASIC> (0.02)
<EPS-DILUTED> 0
</TABLE>
