U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
General Form for Registration of Securities of Small Business Issuers
Under Section 12(b) or 12(g) of the Securities Act of 1934
TASCO INTERNATIONAL, INC.
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(Name of Small Business Issuer)
Delaware 33-0824714
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1649 Dartmouth, Chula Vista, CA 91913
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(Address of Principal Executive Offices including Zip Cope)
619-482-7800
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(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered under Section 12(g) of the Act:
Common Stock, $.0001 Par Value
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(Title of Class)
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TABLE OF CONTENTS
ITEM PART I PAGE
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ITEM 1. Description of Business Risk Factors 1
ITEM 2. Management's Discussion and Analysis or Plan of Operation 7
ITEM 3. Property 9
ITEM 4. Security Ownership of Certain Beneficial Owners and Management 9
ITEM 5. Directors, Executive Officers, Promoters, and Control Persons
of the Company 10
ITEM 6. Executive Compensation 11
ITEM 7. Certain Relationships and Related Transactions 11
ITEM 8. Description of Securities 11
PART II
ITEM 1. Market Price of and Dividends on the Company's Common Equity
and Other Shareholder Matters 12
ITEM 2. Legal Proceedings 13
ITEM 3. Changes In and Disagreements with accountants on Accounting
and Financial Disclosure 13
ITEM 4. Recent Sales of Unregistered Securities 13
ITEM 5. Indemnification of Directors and Officers 13
PART F/S
Index to Financial Statements 14
PART III
ITEM 1. Index to Exhibits 22
SIGNATURE 23
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Tasco International, Inc. ("the Company") is filing this Form 10SB
registration statement on a voluntary basis and plans to continue filing interim
and periodic reports as required under the Exchange Act of 1934, as amended
("Exchange Act"), in order to maintain compliance with the Securities and
Exchange Commission's ("SEC") requirements to maintain the status of a reporting
company. The Company plans to become a reporting company in order to list its
securities for public trading on the over-the-counter Electronic Bulletin Board
("OTCBB"). Under current National Association of Security Dealers ("NASD")
rules, in order for a company to become listed on the OTCBB, it must be a
reporting company under the Exchange Act.
FORWARD LOOKING STATEMENTS
Certain information detailed within this registration statement is based on
forward-looking statements. Generally, the words "anticipate," "believes,"
"expects," "intends," and similar expressions identify such forward-looking
statements. Forward-looking statements involved risks and uncertainties, and the
Company's actual results could differ materially from the results discussed in
the forward-looking statements. Forward-looking statements are current only as
of the date of this registration statement. All parties and individuals
reviewing this registration statement and considering the Company as an
investment should be aware of the financial risk involved with investing in a
development stage company. When deciding whether to invest or not, careful
review of the risk factors detailed in Item 1 of this document and consideration
of forward-looking statements contained in this registration statement should be
adhered to.
The Company has not commenced operations or generated revenue and must be
considered in the early development stages of embarking upon a new venture.
Prospective investors should be aware of the difficulties encountered by such
new enterprises, as the company faces all the risks inherent in any new
business, including: competition, the absence both of an operating history and
profitability and the need for additional working capital. The likelihood of the
success of the Company must be considered in light of the problems and expenses
that are frequently encountered in connection with the operation of a new
business and the competitive environment in which the company will be operating.
BUSINESS OF THE ISSUER
Tasco International, Inc. ("the Company") was incorporated in the State of
Delaware on October 6, 1998. Tasco International, Inc.'s ("the Company,"
"Company," "Our," "our," "We," "we,") business plan is to become actively
engaged in the business of providing production of visual content and other
digital media solutions to facilitate commerce, communication and entertainment.
The Company plans to offer both business and consumers solutions that enable the
Company to deliver digital media content to web sites. The Company initially
plans to use and develop collective resources within the digital media arena to
provide production of visual content, particularly of providing images in the
360-degree format whereby users can easily navigate on a computer screen by
moving a cursor inside the image. The Company has initially targeted the
following global vertical markets: real estate, travel and hospitality,
automotive and entertainment.
STRATEGY
The capture and processing of visual content and other digital media
requires time, technical expertise, extensive relationships and resources. For
example, providing a nationwide content capture network requires the management
of relationships of photographers across broad geographic areas. In addition,
preparing digital media content for Internet distribution requires varying
degrees of processing technology, quality assurance and image and multimedia
enhancement. Further, delivering visual content and other digital media to a
wide variety of e-commerce web sites and Internet portals requires a highly
scaleable and reliable infrastructure as well as the development and maintenance
of affiliate relationships. As a result, businesses are searching for a
comprehensive provider of solutions so that they can focus on their core
competencies without having to develop and maintain their own digital media
infrastructure.
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OVERVIEW
The Company initially plans to seek income by providing businesses and
consumers production of visual content and other digital media, including still
media, 360 degree images, video, animation and audio for the Internet. In order
to provide production of visual content and other digital media solutions, the
Company plans to develop certain relationships with photographers and visual
content producers so the Company can offer its services in many areas in the
United States. After the digital content is in place, the Company will offer
production of still media or 360 degree images for our clients, which we believe
currently offer the most compelling visual content for the Internet. For
example, the 360-degree images provide a complete image - from ground to sky,
floor to ceiling in an expansive 360-degree viewing field. In addition the
Company will offer production of other visual media including video, animation
and audio for the Internet.
INDUSTRY BACKGROUND
The emergence of the Internet and secure transaction networks has generated
significant opportunities for businesses and consumers to conduct electronic
commerce. International Data Corporation, or IDC, estimates e-commerce revenues
will grow from approximately $130 billion worldwide in 1999 to $1.6 trillion
worldwide by 2003. The popularity of the Internet has resulted in substantial
growth in the number and types of web sites. According to IDC, the number of
URLs on the web is estimated to grow from 2.2 billion in 1999 to 4.3 billion in
2000. Due to this dramatic increase, operators of web sites must devote
significant time and resources to attract and retain site traffic and generate
online transactions.
In order to fulfill these objectives, companies are seeking more compelling
visual content and other digital media to significantly enhance the quality of
their online presence. Current technological innovations in the industry offer
businesses the opportunity to provide online visual content of a more realistic
and interactive nature. By using these innovations, businesses can increase the
frequency and duration of web site visits, potentially accelerating e-commerce
transactions and increasing advertising revenues.
CUSTOMERS AND MARKETS
Tasco International, Inc. plans to offer complete production services
toward providing complete visual content and digital media solutions to
businesses and consumers across the Internet. The Company intends to target
vertical markets including real estate, travel and hospitality, automotive and
entertainment as follows:
Real estate - Residential and commercial real estate companies and
professionals can use the Company's services to provide online 360-degree images
of properties including existing homes, new homes, rental apartments and office
buildings and their surrounding areas. Our production service will enable real
estate professionals to cost-effectively market properties to a wide audience,
thereby providing a value-added service to both buyers and sellers.
Travel and hospitality - Hotel chains, vacation resorts, cruise lines, golf
courses, restaurants, theme parts, major tourist attractions and tourism bureaus
can utilize our digital media production services to enhance their online
marketing. Providing 360 degree images offer a prospective visitor the
opportunity to take online tours of rooms, meeting and conference facilities and
attractions.
Automotive - Automobile companies can utilize our digital media production
services to create virtual showrooms and highlight differences between different
models and their respective option packages. Consumers can experience a
realistic perspective of both the interior and exterior of a car while receiving
on-screen descriptions of particular features.
Entertainment - Our digital media productions services can be offered to
sports, theater or musical arenas to offer on-line tours of seating, to make it
easier and convenient to purchase tickets knowing exactly where seating is
available in reference to the staged event.
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OPERATIONS AND TECHNOLOGY
The Company intends to purchase hardware, software and digital photographic
equipment to produce complete visual content and other digital media. In
addition, the Company also plans to develop a proposed web site to offer its
services to businesses and consumers. Samples of digital media content for still
media, 360 degree images, video, animation and audio will be made available for
viewing on this proposed web site. Afterwards, the Company plans to seek
strategic relationships with photographers and other visual content producers so
the Company can offer its services in many areas in the United States. The
Company has no patented technology to create any images or view images on the
Internet. The Company will be subject to all regulation regarding usages of this
technology including a combination of patent, copyright, and trademark laws.
The Company has no plans to develop technology for production of new
products or services.
The Company does not rely on raw materials for conducting its business.
The Company will not be dependent on one or a few major customers, but will
rely on the broad-based digital media market for developing customers over time.
The Company currently has no patents, trademarks, licenses, franchise,
royalty agreements, or labor contracts in place.
The Company is unaware of need for governmental approval for its proposed
business plan. The Company is not currently subject to direct federal, state or
local regulation, and laws or regulations applicable to access to or commerce on
the Internet, other than regulations applicable to businesses generally.
However, due to the increasing popularity and use of the Internet and other
online services, it is possible that a number of laws and regulations may be
adopted with respect to the Internet or other online services covering issues
such as user privacy, freedom of expression, pricing, content and quality of
products and services, taxation, advertising, intellectual property rights and
information security.
The Company is currently not aware of any federal, state or local laws and
regulations regulating the Internet at this time which would materially affect
its proposed business activities.
The Company is unaware of any environmental laws (federal, state, or local)
that will have an effect on its proposed business.
The Company has spent no money over the past two years on research and
development.
Currently, the Company has no employees excluding the current officer and
director. Adrienne Humphreys, an officer and director of the Company, is
currently employed full time. (SEE ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS, AND CONTROL PERSON" Potential Conflicts of Interest). The officer and
director anticipate devoting, at most, 20 hours per month. This is only an
estimation and may be increased or decreased depending on unforeseen factors.
Though no commercial conflicts are anticipated between the current employer of
the officer, director, and the Company no assurance can be given that this will
continue.
SALES AND MARKETING
The Company does not have a sales and marketing plan currently in place.
Actual fees for services will be offered on a project by project basis and will
be determined based on the Company's costs for production of services. It is the
Company's plan to focus its marketing efforts to include traditional and
Internet advertising as well as direct mailings, participation in trade shows
and co-marketing with strategic partners.
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COMPETITION
The market for production of visual content and other digital media
solutions is new and rapidly evolving. As the demand for production of visual
content solutions increases, the Company expects competition to intensify. The
Company competes with providers of imaging technology who, in addition to owning
the technology, also produce visual content for businesses and consumers. Our
competitors have greater financial, marketing, distribution and technical
resources. We also compete with traditional off line methods of marketing real
estate properties, including classified ads, brochures and still photos. Our
success will be dependent on our ability to compete with these and any other
competitors on the quality of our solutions and their cost effectiveness. There
is no assurance that we will be successful in that competition.
RISK FACTORS
The Company is in the development stage and the market it intends to
compete within is new and emerging. There are several competitors within the
marketplace that have significantly greater financial and management resources
than the Company. The following section describes some of the risk factors
specific to the Company. Individuals should carefully consider the following
risk factors, in addition to the other information presented in this
registration statement, when evaluating the Company's business plan. Any of the
following risks could seriously harm the business and/or prevent the furtherance
of the business.
RISKS PARTICULAR TO TASCO INTERNATIONAL, INC.
A. NO OPERATING HISTORY TO EVALUATE.
The Company was incorporated under the laws of the State of Delaware on
October 6, 1998. The Company's activities to date have been to prepare the
Company's business strategy, and to date has not generated revenue. The Company
has a limited operating history and must be considered entirely promotional and
in the early development stages of embarking upon a new venture. We are among
many companies that have entered into the market of providing production of
visual content and digital media solutions for web sites. Our business and
prospects must be considered in light of the risk, expense, and difficulties
frequently encountered by companies in an early stage of development,
particularly companies in new and rapidly evolving markets of providing services
on the Internet. Prospective investors should be aware of the difficulties
encountered by such new enterprises, as the Company faces all the risks inherent
in any new business, including: competition, the absence both of an operating
history and profitability and the need for additional working capital. The
likelihood of the success of the Company must be considered in light of the
problems and expenses that are frequently encountered in connection with the
operation of a new business and the competitive environment in which the Company
will be operating.
B. NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUAITON OF GOING CONCERN NOT
ASSURED.
As of September 30, 2000, the Company had working capital of $11,493 and
faces the need for substantial additional working capital in the near future.
The capital needs of the Company are greater than currently anticipated, and the
Company will be required to seek other sources of financing. No assurance can be
given that the Company will be able to organize debt or equity financing, or
that if available, it will be available on terms and conditions satisfactory to
management and might dilute current shareholders.
The Company has prepared audited financial statements as of September 30,
2000, reporting that the Company is in the development stage and its ability to
establish itself as a going concern is dependent upon the Company obtaining
sufficient financing to continue its development activities. There is no
assurance that the Company will achieve profitable operations in the future. The
Company could be required to secure additional financing to implement further
development plans. There is no assurance that such financing will be available
to the Company, or if available, will be available on terms and conditions
satisfactory to management.
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C. WE HAVE HAD NO HISTORY OF OPERATIONS AND EXPECT OPERATING LOSSES IN THE
FORESEEABLE FUTURE.
The Company expects to incur operating losses for the foreseeable future
and if we ever have operating profits, we may not be able to sustain them.
Expenses will increase as we build an infrastructure to implement our business
model. For example, we expect to hire additional employees and lease more space
for our corporate offices as need arises. In addition, we plan to significantly
increase our operating expenses to:
* purchasing hardware, software and digital photographic equipment;
* developing a digital media web site;
* Seeking contractual relationships with selected photographers and
other visual content producers;
Expenses may also increase due to the potential effect of goodwill
amortization and other charges resulting from future partnerships and/or
alliances, if any. If any of these and other expenses are not accompanied by
increased revenue, our operating losses will be even greater than we anticipate.
D. THE PROGRESS AND OVERALL SUCCESS OF THE COMPANY IS SUBSTANTIALLY DEPENDENT
UPON THE ABILITIES OF THE CURRENT OFFICER AND DIRECTOR OF THE COMPANY.
The Company's performance and operating results are substantially dependent
on the continued service and performance of its officer and director. The
Company intends to hire additional technical, sales and other personnel as they
move forward with their business model, though competition for such personnel is
intense. There can be no assurance that the Company can retain key technical
employees, or to attract or retain highly qualified technical and managerial
personnel in the future. The loss of the services of the Company's key employee
or the inability to attract and retain the necessary technical, sales and other
personnel, would likely limit the chances for success and have a negative effect
upon the Company's business, financial condition, operating results and cash
flows. In addition, the concentrated ownership the sole officer and director has
over the company, which will not be significantly affected and may have a
material adverse effect on future business progress. Furthermore, the current
officer and director is involved with other employment other than that of the
Company, which may take time from developing the business of the Company and
effect the overall success.
E. COMPETITION
The market for production of visual content and other digital media
solutions is new and rapidly evolving. As the demand for production of visual
content solutions increases, the Company expects competition to intensify. The
Company competes with other providers of digital media content, and these
companies may have greater financial, marketing, distribution and technical
resources, which therefore may have an adverse effect on the profitability of
the Company. Our success will be dependent on out ability to compete with these
and any other competitors on the quality of our solutions and their cost
effectiveness. There is no assurance that we will be successful in that
competition.
F. LACK OF CASH DIVIDENDS
The Company has not paid any cash dividends on its Common Shares to date
and there are no plans for paying cash dividends in the foreseeable future.
Initial earnings that the company may realize, if any, will be retained to
finance the growth of the Company. Any future dividends, of which there can be
no assurance, will be directly dependent upon earnings of the Company, its
financial requirements and other factors.
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G. PURCHASE OF INVENTORY; CAPITAL RESOURCE REQUIREMENTS
The Company presently plans to purchase hardware, software and digital
photographic equipment within the next twelve months. In addition, the Company
plans to develop its digital media web site. Expenses needed to build an
infrastructure to implement our business model will depend upon a number of
factors including the Company's ability to raise sufficient capital. There are
no assurances that the Company can raise sufficient capital through debt or
equity financing which might be available to the Company on favorable terms or
at all and might dilute current shareholders.
H. GROWTH AND ACQUISITON MAY STRAIN THE MANAGEMENT, OPERATION AND FINANCIAL
RESOURCES
There can be no assurances that the proposed business model will be
adequate to support any future operations. In addition, there is a risk that the
company may not be able to expand their operations at the same rate as market
demand may be created.
If appropriate opportunities present themselves, the Company intends to
seek out business opportunities to expand their visual content and digital media
business. The process of integrating and acquiring any business may result in
operating difficulties and expenditures, which cannot be anticipated and may
absorb significant management attention that would otherwise be available for
further development of their existing business. Moreover, the anticipated
benefits of any acquisition may be realized. Any future acquisition of other
businesses, technologies, services or products might require the Company to
obtain additional equity or debt financing which might not be available to the
Company on favorable terms or at all and might dilute current shareholders.
Additionally, the Company may not be able to successfully identify, negotiate or
finance future acquisitions or to integrate acquisitions with the current
proposed business.
I. SHARES SUBJECT TO RULE 144
On September 30, 2000, the Company had 1,230,000 Common Shares issued and
outstanding that have not been registered with the Commission or any State
securities agency and are currently restricted pursuant to Rule 144 promulgated
by the Commission under the 1933 Act. Rule 144 provides, in essence, that a
person holding restricted securities for one year from the date the securities
were purchased from the issuer, or an affiliate of the issuer, and fully paid,
may sell limited quantities of the securities to the public without
registration, provided there shall be certain public information with respect to
the issuer. Pursuant to Rule 144, securities held by non-affiliates for more
than two years may generally be sold without reference to the current public
information or broker transaction requirements, or the volume limitations. None
of the current outstanding restricted shares are available for resale pursuant
to Rule 144.
The sale of some or all of the currently restricted Common Shares could
have a material negative impact upon the market price of the Common Shares, if a
market for the Common Shares should develop in the future.
J. OTHER NON PUBLIC SALES OF SECURITIES
As part of the Company's plan to raise additional working capital, the
Company may make a limited number of offers and sales of its Common Shares to
qualified investors in transactions that are exempt from registration under the
1933 Act. There can be no assurance the Company will not make other offers of
its securities at different prices, when, in the Company's discretion, such
prices are deemed by the Company to be reasonable under the circumstances.
K. NO ASSURANCE OF LIQUIDITY
There is currently no public market for the Common Shares or any other
securities of the Company and there can be no assurance that a trading market
will develop in the future.
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L. WE FACE THE LOSS OF KEY PERSONNEL WHICH COULD ADVERSELY AFFECT PROPOSED
OPERATIONS
Our performance is greatly dependent on the performance of our management
and director. The loss of the services of our executive officer/director could
harm our business. The Company's key management has some expertise in production
of visual content and other digital media including still media, 360 degree
images, video, animation and audio for the Internet. The loss of our executive
officer/director could have a negative impact on our reputation for expertise in
the digital media industry. Additionally as the company operations get underway,
we must identify, attract, hire, train, retain and motivate other highly skilled
technical, managerial, marketing and customer service personnel, including
programmers. Competition for highly skilled technical, managerial, marketing and
customer service personnel is intense. We may not be able to successfully
attract, integrate or retain sufficiently qualified personnel, which failure
could harm our business.
I. WE ARE DEPENDENT ON THE CONTINUED GROWTH OF INTERNET COMMERCE
Our business could be harmed if any of the following situations occur:
* the use of the Internet does not continue to grow or grows more slowly
than expected;
* the Internet's infrastructure does not effectively support the growth
that may occur; and
* the Internet does not become a viable commercial marketplace.
The market for the production of visual content and digital media over the
Internet is a new and emerging market. Rapid growth in the use of, and interest
in, the Internet is a recent phenomenon and may not continue to develop.
J. WE ARE LARGELY CONTROLLED BY MANAGEMENT
Our officer/director currently owns or controls a substantial majority of
our outstanding common stock and thereby continues to be able to exercise voting
control over the Company for the foreseeable future and will be able to elect
the entire Board of Directors. This management control could prevent, or make
more difficult, on-going business.
K. WE WILL RELY ON THIRD PARTIES FOR VARIOUS INTERNET AND PROCESSING SERVICES
Our proposed operations will depend on a number of third parties for
Internet access and viewing services. We will have limited control over these
third parties and no long-term relationships with any of them. For example, we
will not own a gateway onto the Internet, but instead, rely on Internet service
providers to connect our web site to the Internet. Should the third parties that
we will rely on for Internet access or viewing service be unable to serve our
needs for a sustained time period as a result of a strike, natural disaster or
other reason, our business could be harmed.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following Management's Discussion and Analysis of Operations contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under "Risk
Factors" and elsewhere in this prospectus. The following should be read in
conjunction with our audited financial statements included within this
registration statements.
PLAN OF OPERATION
The Business Plan for the Company over the next twelve months is to
initially purchase hardware, software and digital photographic equipment to
produce complete visual content and other digital media. In addition, the
Company also plans to develop a proposed web site to offer its services to
businesses and consumers. Samples of digital media content for still media,
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360-degree images, video, animation and audio will be made available for viewing
on this proposed web site. Afterwards, the Company plans to seek relationships
with photographers and other visual content producers so the Company can offer
its services in many areas in the United States.
In order to proceed with the proposed business plan, the Company will need
to raise additional capital. Management's plan is to raise capital and begin
seeking third party relationships for assistance in marketing, such as real
estate brokerage companies, multiple listing services and technology providers.
There can be no assurance or guarantee that there will be any interest by
investors to invest in the Company or that any proceeds can be raised by the
Company. If capital cannot be raised by the Company, it will have a material
adverse impact on the progress of its strategic business plan.
The Company may experience significant volatility in our quarterly results.
If, and when, the Company begins operations, there can be no assurance that we
will ever report a net income in any period, and we expect that we will report
operating losses for the foreseeable future.
Excluding its current officer, the Company has no employees. While the
Company plans to hire additional employees and train them, it may be unable to
find and hire additional qualified management and professional personnel to help
lead us. The addition of employees will depend on the ability of the company to
raise additional capital, which cannot be assured.
The Company's sole officer/director makes up its entire management team.
This individual is employed at another company and plans to initially devote
minimal time to promoting the Company's strategic business plan. If other
obligations take priority for the Company's sole officer/director, it will have
a material adverse impact on the progress of the Company. In addition, there has
been and are no plans for compensating the officer/director until sufficient
revenue flow can be generated, of which, there is no guarantee. Since the
officer/directors is being compensated by their employment elsewhere, they may
be less motivated to spend adequate time promoting the Company.
Management does not anticipate any product research and development, or the
purchase or sale of any significant equipment.
ANALYSIS OF FINANCIAL CONDITION
The Company has not yet generated positive cash from operating activities.
The Company did not generate positive cash from operations for the year ending
September 30, 2000. From October 6, 1998 to September 30, 2000, the Company had
a net loss of $662. The losses were a result of organization and other start-up
related costs. As of September 30, 2000 the Company has $11,493 in cash. (See
"Financial Statements" within this registration statement).
The Company does not foresee a material increase in operating expenses
until such time sufficient capital can be raised and the Company proceeds with
its business plan. Management believes that the Company must be successful in
raising equity or debt financing sufficient to meet its current working capital
requirements and to support the expenses associated with developing the web site
on the Internet, purchasing hardware, software and digital photographic
equipment and developing contractual arrangement with photographers and other
visual content producers. There can be no assurances that any contractual
arrangements can even be made, and if favorable agreements cannot be made, it
would have a material adverse impact on the Company. Management has not
negotiated or entered into any agreements nor developed any development plans or
negotiation standards for dealing with any potential photographers or other
visual content producers.
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Management's immediate plan is to focus its efforts on raising capital and
developing its web site on the Internet. Management hopes to raise sufficient
capital within the next twelve months to initiate operations that include
purchasing hardware, software and digital photographic equipment and developing
contractual arrangements with photographers and other visual content producers.
The Company's officer and directors makes up the current management team. This
individual has other obligations and plan to initially devote minimal time to
promoting the company's strategic business plan. If other obligations take
priority for the officer/director over that of the Company, it will have a
material adverse impact on the progress of the Company. In addition, excluding
the shares that were issued to the officer/director at ($0.01 per share), there
has been, and are no plans for compensation to be paid to the officer/director
until sufficient revenue flow can be generated.
Currently management has not determined the dollar amount required to
adequately initiate its operations and has not determined a minimum or maximum
amount it plans to raise. The Company may encounter business initiatives that
require significant cash commitments or unanticipated problems or expenses that
could result in a requirement for additional cash before that time. If the
Company raises additional funds through the issuance of equity or convertible
debt securities, the percentage ownership of its shareholders would be reduced,
and such securities might have rights, preferences or privileges senior to its
common stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on
acceptable terms, the Company's ability to fund its expansion, take advantage of
business opportunities, develop, or enhance its business plan or otherwise
respond to competitive pressures would be significantly limited, and it may
significantly restrict the Company's operations.
ITEM 3. DESCRIPTION OF PROPERTY
The Company owns no real property. The Company is provided sufficient space
to do its present business by a director of the Company. Going forward, the
Company plans to use the offices of the director, at no cost to the Company.
Both parties have agreed to continue this arrangement until the Company begins
operations and/or generates revenue.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the Common
Stock ownership as of September 30, 2000 of each officer, director and who is
known to the Company as management or to be the beneficial owner of more than
five percent of the Company's Common Stock. As of September 30, 2000, there were
1,278,000 common shares outstanding.
Beneficial Ownership of Shares
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Name Number Percent* Security
---- ------ -------- --------
Adrienne Humphreys (1) 1,000,000 78.2% Common
President, Secretary and
Director
Officers and Directors as a
Group 1,000,000 78.2% Common
----------
* Rounded up to the nearest whole number.
(1) Adrienne Humphreys' address is 1649 Dartmouth, Chula Vista, CA 91913. Ms.
Humphreys is the direct owner as described above. Unless otherwise
indicated, the named party is believed to be the sole investor and have
voting control of the shares set forth in the above table. Based on
1,278,000 outstanding shares on September 30, 2000.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following information sets forth certain information concerning the
Executive Officers and Directors of the Company as of September 30, 2000.
Name Age Position Term of Office
---- --- -------- --------------
Adrienne Humphreys(1) 31 Director, President, Until annual meeting of
Secretary stockholders
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(1) Adrienne Humphreys' address is 1649 Dartmouth, Chula Vista, CA 91913.
There are no other persons nominated or chosen to become Directors or
Executive Officers, nor do we have any employees other than the above. There is
no arrangement or understanding between any of our Director or Officer pursuant
to which they were elected to his/her office. The removal of a Director from the
Board can be succeeded only by the following actions: (1) majority vote of the
existing Directors; or (2) majority vote of the shareholders of record.
RESUMES
Adrienne Humphreys - Director, President and Secretary. Adrienne Humphreys
has served as President, Secretary and Director of the Company since October,
1999. Since June, 1997 she is currently employed by La Jolla Group, San Diego as
Art Director of Media Presentations. Also since June, 1997, Ms. Humphreys has
also worked as independent contractor in producing and developing graphics,
digital effects, 3D animation, music video digital effects and TV commercials
for Channel One, Los Angeles, CA, Chiron Diagnostics, San Francisco, CA, Poor
Specimen Productions, San Diego, CA, STV International, San Diego, CA, Captain
Carrot Video, Encinitas, CA, Royal Films Entertainment for MTV, Los Angeles, CA.
From March 1991 to May 1997, Ms. Humphreys worked for Control Room Productions,
Solana Beach, CA in producing 3D animation, graphics, non-linear editing,
digital effects and completed over fifty video projects. Ms. Humphreys completed
a Certificate of Completion, Supercomputer Center, Visualization Lab at the
University of California San Diego, La Jolla, CA in December 1994.
The Company presently expects to conduct its annual meeting of shareholders
and directors in October, 2001, at which time directors will again be elected.
All directors serve for a period of one year, unless removed in accordance with
our By-Laws.
POTENTIAL CONFLICTS OF INTEREST
The Company's officer/director is currently engaged in other employment.
Consequently, there are potential inherent conflicts of interest in acting as an
officer/director of the Company. Insofar as the officer/director is engaged in
other business activities, management anticipates that it will devote only a
minor amount of time to the Company's affairs. The Company does not have a right
of first refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's proposed business
operations.
A conflict may arise in the event that another company with which
management is affiliated is formed and actively seeks business similar to that
of the Company's business plan. Initially Ms. Humphreys will be responsible for
seeking, evaluating, negotiating and consummating business partnerships with
companies which may result in terms providing benefits to Ms. Humphreys.
As Ms. Humphreys is engaged in other business activities, demands may be
placed on the time of Ms. Humphreys which will detract from the amount of time
she is able to devote to the Company. Ms. Humphreys intends to devote as much
time to the activities of the Company as required. However, should such a
conflict arise, there is no assurance that Ms. Humphreys would not attend to
other matters prior to those of the Company. Ms. Humphreys projects that
initially, approximately twenty hours per month of her time will be spent on the
related business activities of the Company. However, there are no assurances
that twenty hours per month will be spent.
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ITEM 6. EXECUTIVE COMPENSATION
The Officer of the Company has received no compensation, including no bonus
or incentive plans - stock, cash, or otherwise. The Company plans to begin
compensating the officer only at such time the Company is generating sufficient
revenues. Presently, the Company has not established any dates or other
requirements for the officer to begin receiving compensation. If, and when, the
time is deemed appropriate for the officer to receive compensation, the matter
will be brought before the Board of Directors to vote.
COMPENSATION OF DIRECTORS
During the most recently completed financial year ended September 30, 2000,
there was no compensation paid, by the Company to its director, for services as
a director. There is no standard arrangements for any such compensation to be
paid other than reimbursement for expenses incurred in connection with their
services as director, although the Company from time to time may grant options
to acquire Common Shares for directors. As at the date hereof the Company has no
outstanding options to the Director that has been granted for her service.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 19, 1999 the Company issued 1,000,000 common shares at ($.01)
per share to its president and director, Adrienne Humphreys in consideration for
$10,000.
ITEM 8. DESCRIPTION OF SECURITIEES.
CURRENT CAPITAL STRUCTURE
As of September 30, 2000 the Company has 80,000,000 Shares of Common Stock
with a par value of $0.0001, authorized, with 1,278,000 Shares outstanding and
20,000,000 Shares of Preferred Stock with a par value of $0.0001, authorized,
with zero Shares outstanding.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by the shareholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50 percent of the Shares voted for the election of
directors can elect all of the directors. The holders of Common Stock are
entitled to receive dividends when, as and if declared by the board of directors
out of funds legally available therefor. In the event of liquidation,
dissolution, or winding up of the Company, the holders of Common Stock are
entitled to share ratably in all assets remaining available for distribution to
them after payment of liabilities and after provision has been made for each
class of stock, if any, having preference over the commons stock. All of the
outstanding Shares of Common Stock are, and the Shares of Common Stock Offered
hereby, when issued for the consideration set forth in this Prospectus, will be
fully paid and non-assessable.
PREFERRED STOCK
The Company has 20,000,000 Shares of Preferred Stock, par value $0.0001,
authorized with zero Shares outstanding.
OPTIONS AND WARRANTS
The Company has no outstanding options or warrants to purchase common
stock.
DEBT SECURITIES
The Company has no debt securities.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
The Company is authorized to issue 80,000,000 shares of Common stock, par
value $0.0001 per share. As of September 30, 2000, the Company had outstanding
1,278,000 shares of Common stock. All Common Shares are equal to each other with
respect to voting, and dividend rights, and subject to the rights of the
preferred shareholders. There are 20,000,000 shares of preferred par value
$0.0001, none of which are outstanding.
Special meetings of the Shareholders may be called by the officers,
directors, or upon the request of holders of at least ten percent of the
outstanding voting shares. Holders of Common Shares are entitled to one vote at
any meeting of the Shareholders for each Common Share they own as of the record
date. At any meeting of Shareholders, a majority of the outstanding Common
shares of the Company entitled to vote, represented in person or by proxy,
constitutes a quorum. A vote of the majority of the Common Shares represented at
a meeting will govern, even if theirs is substantially less than a majority of
the Common Shares outstanding.
Subject to the rights of the preferred shareholders described below,
holders of shares are entitled to receive such dividends as may be declared by
the Board of Directors out of funds legally available therefore, and upon
liquidation are entitled to participate pro rata in a distribution of assets
available for such a distribution to Shareholders. There are no conversion,
pre-emptive or other subscription rights or privileges with respect to any
share. Reference is made of the Certificate of Incorporation and Bylaws of the
Company as well as to the applicable statutes of the State of Delaware for a
more complete description of the rights an liabilities of holders of shares. It
should be noted that the Bylaws may be amended by the Board of Directors without
notice to the Shareholders.
NON-CUMULATIVE VOTING
The shares of the Company do not have cumulative voting rights, which means
that the holders of more than fifty percent of the Common Shares voting for
election of directors may elect all the directors if they choose to do so. In
such event, the holders of the remaining shares aggregating less than fifty
percent will not be able to elect directors.
MARKET PRICE
There is no trading market for the Company's Common stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market, does develop, that it will
continue.
If and when the Company's securities are traded, the securities may likely
be deemed a "penny stock." The Securities and Exchange Commission has adopted
Rule 15g-9 which established the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
12
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made about the risks of investing in penny stocks both public offerings and in
secondary trading and about the commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
The Company plans to have its securities traded in the over-the-counter
("OTC") market. The OTC market differs from national and regional stock
exchanges in that it (1) is not cited in a single location but operates through
communication of bids, offers and confirmations between broker-dealers and (2)
securities admitted to quotation are offered by one or more broker-dealers
rather than the "specialist" common to stock exchanges. The Company may apply
for listing on the NASD OTC Bulletin Board or may offer its securities in what
are commonly referred to as the "pink sheets" of the National Quotation Bureau.
No assurance can be given by the Company that any of the above events will
occur.
DIVIDENDS
The Company has not paid any dividends to date, and has no plans to do so
in the immediate future.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to, and none of the company's property are
subject to, any material pending or threatened legal proceeding.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On October 6, 1998, the Company was incorporated under the laws of the
State of Delaware.
The date, title and amount of unregistered securities sold/issued by Tasco
International, Inc. are as follows:
On October 6, 1998 the Company issued 100,000 shares of its common stock to
a former officer in consideration of $0.0001 per share. Further on October 9,
1998, the Company issued 130,000 shares of its common stock to 8 people in
consideration of $0.01 per share. These shares were issued in reliance on an
exemption from registration for non public offerings contained in section 4 (2)
of the United States Securities Act of 1933, as amended.
On October 12, 1998 the Company sold 19,000 common shares to 19 persons at
$0.01 per share. Between March 1, 1999 and April 1, 1999, the Company sold
29,000 common shares to 8 persons at $0.01 per share. The shares were sold in
reliance on an exemption from registration contained in Regulation D, Rule 504
of the United States Securities Act of 1933, as amended.
On October 19, 1999, the Company sold 1,000,000 common shares to its
president at $0.01 per share. The shares were issued in reliance on an exemption
from registration for non public offerings contained in Section 4(2) of the
United States Securities Act of 1933, as amended.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees, and agents,
against expenses incurred in any action, suit, or proceeding. There are no
specific provisions in either the articles or the bylaws.
13
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PART F/S
TASCO INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
September 30, 2000
September 30, 1999
The following audited financial statements of the company were prepared by
Barry Friedman, P.C., Certified Public Accountant, 1582 Tulita Drive, Las Vegas,
NV 89123. The statements include an Accountant's Audit Report, Balance Sheet as
of September 30, 2000 and September 30, 1999; Statement of Operations for the
period of October 6, 1998 (inception) to September 30, 2000, for the period from
October 6, 1998 to September 30, 1999, for the year ended September 30, 2000;
Statement of Stockholders Equity period from October 6, 1998 (inception) to
September 30, 2000; Statement of Cash Flows for the period from October 6, 1998
(inception) to September 30, 2000, for the period of October 6, 1998 to
September 30, 1999, for the year ended September 30, 2000 as well as Notes to
the Financial Statements, September 30, 2000 and September 30, 1999.
14
<PAGE>
Barry L. Friedman, P.C.
Certified Public Accountant
1582 Tulita Drive Office (702) 361-8414
Las Vegas, NV 89123 Fax No. (702) 896-0278
INDEPENDENT AUTITOR'S REPORT
October 2, 2000
Board of Directors
Tasco International, Inc.
Chula Vista, California
I have audited the Balance Sheets of Tasco International, Inc., ( A Development
Stage Company), as of September 30, 2000, and September 30, 1999, and the
related Statements of Operations, Stockholders' Equity and Cash Flows for the
year ended September 30, 2000, and the period October 6, 1998, inception, to
September 30, 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 my 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 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.
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 Tasco International, Inc., (A
Development Stage Company), as of September 30, 2000, and September 30, 1999,
and the results of its operations and cash flows for the year ended September
30, 2000, and the period October 6, 1998, inception, to September 30, 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 no operations and has no established 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.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
15
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TASCO INTERNATIONAL INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
September 30,
----------------------
2000 1999
-------- --------
CURRENT ASSETS
Cash $11,493 $ 1,668
------- -------
TOTAL CURRENT ASSETS $11,493 $ 1,668
------- -------
OTHER ASSETS
Other Organization Costs (Net) $ 0 $ 192
------- -------
TOTAL ASSETS $11,493 $ 1,860
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 365 $ 365
------- -------
TOTAL CURRENT LIABILITIES $ 365 $ 365
------- -------
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value Authorized
20,000,000 shares Issued and outstanding at
September 30, 2000 - None $ 0
Common Stock, $.0001 par value Authorized
80,000,000 shares; Issued and outstanding at
September 30, 1999 - 278,000 shares $ 28
September 30, 2000 - 1,278,000 shares $ 128
Additional paid-in capital 11,662 1,762
Deficit accumulated during the development stage (662) (295)
------- -------
TOTAL STOCKHOLDERS' EQUITY $11,128 $ 1,495
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $11,493 $ 1,860
======= =======
The accompanying notes are an integral part of these financial statements.
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TASCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
October 6, 1998 (inception)
Year Ended to September 30,
September 30, --------------------------
2000 1999 2000
---------- ---------- ----------
INCOME
Revenue $ 0 $ 0 $ 0
---------- ---------- ----------
EXPENSES
Amortization $ 192 $ 48 $ 240
Bank Charges 125 72 197
Filing Fees 50 125 175
Transfer Fees 0 50 50
---------- ---------- ----------
TOTAL EXPENSES $ 367 $ 295 $ 662
---------- ---------- ----------
NET LOSS $ (367) $ (295) $ (662)
========== ========== ==========
Net Loss per share-
Basic and Diluted $ (.0003) $ (.0012) $ (.0009)
========== ========== ==========
Weighted average Number of common
Shares outstanding 1,228,800 262,242 749,574
========== ========== ==========
The accompanying notes are an integral part of these financial statements
17
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TASCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional during
--------------------- paid-in development
Shares Amount capital stage
--------- ------ -------- --------
<S> <C> <C> <C> <C>
October 6, 1998 issued for cash 100,000 $ 10 $ 0 $ 0
October 9, 1998 issued for cash 130,000 13 1,287
October 12, 1998 issued for cash 19,000 2 188
April 1, 1999 Issued for cash 29,000 3 287
Net loss, October 6, 1998
(inception) to September 30, 1999 (295)
--------- ------ -------- --------
Balance, September 30, 1999 278,000 $ 28 $ 1,762 $ (295)
October 19, 1999 issued for cash 1,000,000 100 9,900
Net loss year ended September 30, 2000 (367)
--------- ------ -------- --------
Balance, September 30, 2000 1,278,000 $ 128 $ 11,662 $ (662)
========= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
18
<PAGE>
TASCO INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
October 6, 1998 (inception)
Year Ended to September 30,
September 30, --------------------------
2000 1999 2000
---------- ---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (367) $ (295) $ (662)
Amortization 192 48 240
CHANGES IN ASSETS AND LIABILITIES
Organization Costs 0 (240) (240)
Increase in current Liabilities
Accounts Payable 0 365 365
CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 10,000 $ 1,790 $ 11,790
-------- -------- --------
Net increase in cash $ 9,825 $ 1,668 $ 11,493
Cash, Beginning of period 1,668 0 0
-------- -------- --------
CASH, END OF PERIOD $ 11,493 $ 1,668 $ 11,493
======== ======== ========
The accompanying notes are an integral part of these financial statements
19
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TASCO INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000, and September 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 6, 1998, under the laws of the State of
Delaware, as Tasco International, Inc. The Company is engaged in the business of
providing production of visual content and other digital media for Internet
production. The Company has no operations and in accordance with SFAS #7, the
Company is considered a development stage company.
On October 6, 1998, the Company issued 100,000 shares of it's $0.0001 par
value commons tock for cash of $10.00.
On October 9, 1998, the Company issued 130,000 shares of it's $0.0001 par
value common stock for cash of $1,300.00.
On October 12, 1998, the Company issued 19,000 shares of it's $0.0001 par
value common stock for cash of $190.00.
On April 1, 1999, the Company issued 29,000 shares of it's $0.0001 par
value common stock for cash of $290.00.
On October 19, 1999, the Company issued 1,000,000 shares of it's $0.0001
par value common stock for cash of $10,000.00.
NOTE 2 - ACCOUNTING POLICIES AND PROCDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. On April, 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-5"),
"Reporting on the Costs of Start-Up Activities" which provides
guidance on the financial reporting of start-up costs and organization
costs. It requires costs of start-up and organization costs to be
expensed as incurred. With the adoption of SOP 98-5, there has been
little or no effect on the Company's financial statements.
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 a fiscal year end of September 30.
20
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TASCO INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
September 30, 2000, and September 30, 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, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through sale of its securities through private placements.
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 or preferred stock.
21
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PART III
b) EXHIBITS
Exhibit
Number Description
------- -----------
3.(i)* Articles of Incorporation of the Registrant
3.(ii)* Bylaws of the Registrant
23* Consent of Independent Accountant
* Previously filed
22
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this Registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
TASCO INTERNATIONAL, INC.
Dated January 16, 2001 By /s/ Adrienne Humphreys
-------------------------------------
Adrienne Humphreys
President and Director
23
