U.S. Securities and Exchange Commission
Washington, D.C. 20549
Amendment 1 to
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
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(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
----- -----
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>
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.
Reason for amendment:
The Independent Auditors' Report as originally filed inadvertenly
ommitted reference to the financial statements' conformity with generally
accepted accounting principles in the United States of America.
<PAGE>
INDEX TO THE FINANCIAL STATEMENTS
FUNDAE CORPORATION
TABLE OF CONTENTS
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 referred to above present fairly, in
all material respects, the financial position of Fundae Corporation as of
September 30, 1999 and the results of its operations and its cash flows for the
period from December 1, 1998 (date of inception) to September 30, 1999 in
conformity with generally accepted accounting principles.
The accompanying 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
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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>
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.
(Registrant)
Date: June 8, 2000 BY: /s/ Gerald J. McGovern
--------------------------
Chief Financial Officer
