UNITED STATES
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 February 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________________to________________________
Commission file Number 0-25429
FAIRFAX GROUP, INC.
-------------------
(Name of small business issuer in its charter)
Florida 65-0832025
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6758 N. Military Trail, Suite 303, West Palm Beach, Florida 33407
- ------------------------------------------------------------ -----
(Address of principal executive offices ) (Zip Code)
Issuer's telephone number, including area code, (561) 840-9100
--------------
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of exchange on which registered
- ------------------- ------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.01 Par Value
-----------------------------
(Title of Class)
<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 is not 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-K [X ]
State issuer's revenues for its most recent fiscal year..........$0.00
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act).
As of May 25, 2000, the aggregate market value of our common stock, $0.01
par value, held by non-affiliates was approximately $8,750.00 (350,000 shares
at $0.025, which is the last price which the registrant's common equity was
sold).
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date................
As of May 25, 2000, there were 6,150,000 shares of common stock, $0.01 par
value, issued and outstanding.
Transitimal Small Business Disclosure Format (check one)
Yes ________ No ___X_____
<PAGE>
PART I
Item 1. Description of Business
Forward-Looking Statements
This Report on Form 10-KSB contains statements that plan for or anticipate
the future. Forward-looking statements include statements about the future of
the "blank check" companies in general, statements about our future business
plans and strategies, and most other statements that are not historical in
nature. In this report, forward-looking statements are generally identified by
the words "anticipate", "plan", "believe", "expect", "estimate", and the like.
Because forward-looking statements involve future risks and uncertainties,
there are factors that could cause actual results to differ materially from
those expressed or implied. For example, a few of the uncertainties that
could affect the accuracy of forward-looking statements include:
1. changes in general economic and business conditions affecting
"blank check" companies;
2. legal or policy developments that diminish the appeal of our Company;
3. the level of demand for "blank check" companies; and
4. changes in our business strategies.
The Private Securities Litigation Reform Act of 1995, which provides a "safe
harbor" for similar statements by existing public companies, does not apply to
our Company.
(a) Our Business Development
We were organized as Fairfax Group, Inc. under the laws of the State
of Florida on April 23, 1998 as a wholly owned subsidiary of Fairfax Group,
Inc., a Nevada corporation ("Fairfax Nevada"). On September 8, 1998, we
became the successor corporation to a merger between Fairfax Nevada and Fairfax
Group, Inc., a Florida corporation. Unless the context otherwise requires, all
references to the "Company" "we" "our" and other similar terms means Fairfax
Group, Inc., a Florida corporation.
Fairfax Nevada was incorporated under the laws of the State of Nevada on
March 9, 1982 as Resorts Marketing Unlimited, Inc. It was authorized to issue
Twenty Five Million (25,000,000) shares of common stock, $0.001 par value.
Since its inception, Fairfax Nevada never engaged in any substantive commercial
business or other business operations. In June, 1995, Fairfax Nevada had a
shareholder base of approximately 500 shareholders with approximately
2,050,000 shares outstanding.
On July 11, 1995, Mr. Fred Keller, an individual, made his initial purchase
of an aggregate of 1,800,000 shares from 12 Fairfax Nevada shareholders and,
as a result, became the only affiliate shareholder out of the approximately
500 shareholders of Fairfax Nevada. In September 1995, Fred Keller, Trustee,
<PAGE> Page-3-
Keller Trust, assigned certain judgments (the "Judgments") to Fairfax Nevada
in Exchange for 4,000,000 shares of Fairfax Nevada valued at $100,000 or
$0.025 per share issued to Fred Keller, an individual. Fairfax Nevada never
successfully collected on the Judgments, and on February 24, 1998, Fairfax
Nevada reassigned the Judgments to Fred Keller in exchange for $1,000 cash and
Fred Keller making a $1,000 loan to Fairfax Nevada.
As described above, on September 8, 1998, we merged with Fairfax Nevada and
we are the successor corporation to the merger. The primary purpose of this
merger was to redomicile Fairfax Nevada to the State of Florida in order for
Fairfax Nevada to become a Florida corporation. Among other things, the plan
of merger provided that each share of our Company's capital stock issued and
outstanding prior to the merger, and each share of our Company's capital stock
held in treasury prior to the merger, would cease to exist; and each share of
Fairfax Nevada's capital stock issued and outstanding prior to the merger, and
each share of the Fairfax Nevada's capital stock held in treasury prior to the
merger, would cease to exist and be converted into an equal number of shares
of our capital stock identical with the Fairfax Nevada shares being exchanged.
(b) Our Present Business
We make reference to our entire Form 10-SB registration statement, as
amended, filed with the U.S. Securities and Exchange Commission on June 28,
1999, which contains information and a more comprehensive discussion of our
business and our industry which is not required to be contained in this Report
on Form 10-KSB.
We are in our early developmental and promotional stages. We are a
"shell" company conducting virtually no business operation, other than our
efforts to seek merger partners or acquisition candidates. We do not engage
in any substantive commercial business or other business operations. Our
executive and business offices are located at 6758 N. Military Trail,
Suite 303, West Palm Beach, Florida 33407.
Our present officers and directors are our only employees, and they
devote approximately 10% of their time to our business. We have no full time
employees. We expect to use consultants, attorneys and accountants as
necessary, and do not anticipate a need to engage any full-time employees while
we are seeking and evaluating Target Businesses. Our need for employees and
their availability will be addressed in connection with the decision whether
or not to consummate a specific Business Combination.
We are a corporate vehicle created to seek to effect a merger,
exchange of capital stock, asset acquisition or other similar business
combination (a "Business Combination") with an operating or development stage
business (the "Target Business") which desires to employ our Company to become
a reporting corporation under the Securities Exchange Act of 1934 ("Exchange
Act"). On February 5, 1999, we elected to register our common stock, par value
$0.01 (the "Common Stock") pursuant to a Form 10-SB registration statement on
a voluntary basis in order to create a reporting "shell" company. We have a
shareholder base of approximately 500 shareholders and 6,150,000 shares of
<PAGE> Page-4-
Common Stock outstanding, 5,800,000 of which are restricted pursuant to Rule
144 of the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to resolution of our board of directors, no Business Combination may
occur prior to the our Company obtaining the requisite audited financial
statements required pursuant to Form 8-K (or its equivalent) promulgated under
the Exchange Act.
As a shell corporation, we face special risks inherent in the
investigation, acquisition, or involvement in a new business opportunity.
Further, as a new or "start-up" company, we face all of the unforeseen costs,
expenses, problems,and difficulties related to new companies.
We intend to seek potential business opportunities and effectuate a
Business Combination with a Target Business with significant growth potential
which, in the opinion of management, could provide a profit to our Company and
our shareholders. We intend to seek opportunities demonstrating the potential
of long term growth as opposed to short term earnings. Our efforts in
identifying a prospective Target Business are expected to emphasize businesses
primarily located in the United States; however, we reserve the right to
acquire a Target Business located primarily elsewhere. While we may, under
certain circumstances, seek to effect Business Combinations with more than one
Target Business, as a result of our limited resources, we will, in all
likelihood, have the ability to effect only a single Business Combination. We
may effect a Business Combination with a Target Business which may be
financially unstable or in its early stages of development or growth.
We will not restrict our search to any specific business, industry or
geographical location, and we may participate in a business venture of
virtually any kind or nature. Our present management may become involved in
the management of the Target Business and/or may hire qualified but as yet
unidentified individuals to manage such Target Business. Presently, we have
no plan, proposal, agreement, understanding or arrangement to acquire or merge
with any specific business or company, and we have not identified any specific
business or company for investigation and evaluation.
We encounter intense competition from other entities having a business
objective similar to ours. Many of these entities are well-established and have
extensive experience in connection with identifying and effecting Business
Combinations directly or through affiliates. Many of these competitors possess
greater financial, marketing, technical, personnel and other resources than we
do and we cannot assure that we will have the ability to compete successfully.
Our financial resources are limited in comparison to those of many of our
competitors. This inherent competitive limitation could compel us to select
certain less attractive acquisition prospects. We cannot assure that such
prospects will permit us to meet our stated business objectives. We believe,
however, that our status as a reporting public entity could give us a
competitive advantage over privately held entities having a similar business
objective similar to ours.
No trading market in our Common Stock presently exists. In light of
the restrictions concerning shell companies contained in many state blue sky
laws and regulations, it is not likely that a trading market will be created
in our Common Stock until such time as a Business Combination occurs with a
Target Business. We cannot assure that subsequent to such a Business
Combination that a trading market in our Common Stock will develop; especially
in light of the U.S. Securities and Exchange Commission's view that Rule 144 is
not available for resale transactions for securities issued by blank check
<PAGE> Page-5-
companies, and that the resale of such securities cannot occur without
registration under the Securities Act.
Our limited funds and lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis
of a Target Business before we commit our capital or other resources thereto.
We cannot presently ascertain with any degree of certainty the time
and costs required to select and evaluate a Target Business (including
conducting a due diligence review) and to structure and consummate the Business
Combination (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and state "blue
sky" and corporation laws).
If we consummate a Business Combination with a Target Business which
operates in an industry which is regulated or licensed by federal, state or
local authorities, compliance with such regulations could be a time-consuming
and expensive process.
Item 2. Properties.
Our executive and business offices are located at 6758 N. Military Trail,
Suite 303, West Palm Beach, Florida 33407. We believe this office space is
adequate to serve our needs until such time as a Business Combination occurs,
and we expect to be able to utilize these offices, pursuant to the terms
described above, until such time as a Business Combination occurs. See
"Certain Relationships and Related Transactions".
Item 3. Legal Proceedings.
As of the date hereof, we are not a party to any material legal proceedings,
nor are we aware of any threatened litigation of a material nature.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of our security holders during the fourth
quarter of our fiscal year.
PART II
Item 5. Market for Common Equity and Related Stockholders Matters.
(a) Market Information
Although in November, 1999 we reserved the trading symbol FRXG so we could
trade our Common Stock on the over-the-counter bulletin board, we have not
submitted our final amended Form c-211 to the NASD and no market maker has
<PAGE> Page-6-
initiated any price quotation for our Common Stock. Further, no shares of our
Common Stock have been registered for resale under the blue sky laws of any
state. Consequently, no public trading market presently exists for our Common
Stock, and we cannot guarantee that any trading market will develop in our
Common Stock at any time in the future; especially in light of the U.S.
Securities and Exchange Commission's view that Rule 144 is not available for
resale transactions for securities issued by blank check companies, and that
the resale of such securities cannot occur without registration under the
Securities Act.
The holders of shares of Common Stock and persons who may desire to purchase
shares of Common Stock in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of shareholders to sell their shares and of purchasers to
purchase the shares of Common Stock. Some jurisdictions may not allow the
trading or resale of blind-pool or "blank-check" securities under any
circumstances. Accordingly, shareholders should consider the secondary market
for the Company's securities to be a limited one.
(b) Holders
As of April 30, 2000, approximately 500 holders of record held our common
stock.
(c) Dividends
No cash dividends were declared or paid on our common stock for the last two
fiscal years. No restrictions limit our ability to pay dividends on our common
stock. We do not expect to pay any dividends in the near future.
Recent Sales of Unregistered Securities
We were incorporated under the laws of the State of Florida on April 23,
1998 as a wholly owned subsidiary of Fairfax Nevada. On September 8, 1998, we
became the successor corporation to a merger between Fairfax Nevada and our
Company. The primary purpose of the merger was to redomicile Fairfax Nevada to
the State of Florida in order for Fairfax Nevada to become a Florida
corporation. Among other things, the plan of merger provided that each share
of our Company's capital stock issued and outstanding prior to the merger, and
each share of our Company's capital stock held in treasury prior to the merger,
would cease to exist; and each share of Fairfax Nevada's capital stock issued
and outstanding prior to the merger, and each share of the Fairfax Nevada's
capital stock held in treasury prior to the merger, would cease to exist and
be converted into an equal number of shares of our Company's capital stock
identical with the Fairfax Nevada shares being exchanged. We relied upon
Section 3(a)(9) of the Securities Act with respect to this transaction.
As of the date of this report, during the past three years, no other shares
of our Common Stock have been issued in a transaction not registered under
the Securities Act.
Item 6. Management's Discussion and Analysis or Plan of Operation.
<PAGE> Page-7-
This Annual Report on Form 10-K should be read in conjunction with our
audited financial statements attached as Appendix A (following Exhibits) and
included as part of this Form 10-KSB Report. This Annual Report on Form 10-KSB
contains forward-looking statements. For this purpose, any statements
contained in it that are not statements of historical fact should be regarded
as forward looking statements. For example, the words "believes,"
"anticipates," "plans," and "expects" are intended to identify forward-looking
statements. There are a number of important factors that could cause our
Company's actual results to differ materially from those indicated by such
forward-looking statements.
Plan of Operation
We are presently a development stage company conducting virtually no
business operation, other than our efforts to effect a Business Combination
with a Target Business which we consider to have significant growth potential.
To date, we have neither engaged in any operations nor generated any revenue.
We receive no cash flow. We will carry out our plan of business as discussed
above. See "Description of Business". We cannot predict to what extent our
liquidity and capital resources will be diminished prior to the consummation
of a Business Combination or whether our capital will be further depleted by
the operating losses, if any, of the Target Business which we effectuate a
Business Combination with.
We do not generate any cash revenue or receive any type of cash flow. Since
February of 1997, Fred Keller, Trustee, Fred Keller Trust, one of our affiliate
shareholders, has made loans to our Company on an almost month by month basis
in the form of demand notes payable bearing interest at the prime rate plus two
percent adjusted quarterly. We have obtained a written commitment from Fred
Keller, Trustee, Fred Keller Trust, to continue to make such loans to our
Company during the next 12 months, and our management considers this commitment
sufficient to enable our Company to meet its cash requirements for the next 12
months. Our operating costs, which includes professional fees and costs related
to a Business Combination, are likely to approximate $100,000 during the next
12 months.
To date, we have not yet identified a Target Business to effectuate a
Business Combination with. Therefore, we are unable predict our cash
requirements subsequent to a Business Combination with the unidentified Target
Business. Subsequent to the occurrence of a Business Combination, we may be
required to raise capital through the sale or issuance of additional securities
in order to ensure that we can meet our operating costs for the remainder of
our fiscal year. No commitments of any kind to provide additional funds to our
Company subsequent to a Business Combination have been made by management,
other shareholders or any other third person. Accordingly, we cannot assure
that additional funds will be available to us to allow us to cover our expenses
subsequent to a Business Combination. If we cannot meet our operating costs
subsequent to a Business Combination, unless we can obtain additional capital,
we may cease operations.
<PAGE> Page-8-
Year 2000 Issues
Many currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field and cannot reliably
distinguish dates beginning January 1, 2000. Many companies' software and
computer systems have been upgraded or replaced in order to correctly process
dates beginning in 2000 and to comply with the "Year 2000" requirements. We
have reviewed our internal programs and have determined that there are no
significant Year 2000 issues within our systems or services. We have completed
modifications to our internal systems to attempt to ensure Year 2000
compliance. The costs of these modifications was not material and involved a
reallocation of internal resources rather than incremental expenditure. In
addition, we utilize third party hardware, software and services that may not
be Year 2000 compliant. Although we believe that our software and the hardware
and software provided by third parties is Year 2000 compliant and no year 2000
complications have been noted as of the date of this report; we may be wrong.
If complications do arise, we could face unexpected expenses to resolve any
related issues and any unexpected interruptions could be harmful to our
business.
Item 7. Financial Statements
Our Financial Statements of are attached as Appendix A (following Exhibits)
and included as part of this Form 10-KSB Report. A list of our Financial
Statements is provided in response to Item 13 of this Form 10-KSB Report.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not Applicable
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
(a) Identity of our current directors and executive officers.
Name Age Position Director Since
- ---- --- -------- --------------
Ernest L. Porter 61 Director, Chmn. of Board April, 1998
Chief Executive Officer,
President
Jeffrey B.Lathe 45 Director, Vice President, October 1999
Secretary
Charles S. Hafer 52 Director, Treasurer October 1999
<PAGE> Page-9-
Each director is elected until the next Annual Meeting of shareholders and
until his successor is qualified.
(b) Business experience of directors and executive officers.
Mr. Porter has served as a Director and Chief Executive Officer of the
Company since its inception in April of 1998. From September 1997 to April
1998, Mr. Porter worked as a Senior Loan Officer at Flagship Mortgages
Services, a division of Republic Bank, West Palm Beach, Florida. From June
1988 to September 1998, Mr. Porter served as the President and Chief Executive
Officer of Florida Realty Group, Inc. a private real estate investment
company. Mr. Porter received his Bachelor of Arts Degree in English from
Stetson University in 1961.
Mr. Lathe has served as a Director, Vice President and Secretary of the
Company since October 1999. He is a member of the Florida Bar Association and
has practiced law in Miami, Florida and West Palm Beach, Florida since 1982.
Mr. Lathe received his Bachelor of Arts Degree in International Studies from
Reed College in 1977 and his Juris Doctor degree from Washington and Lee
University Law School in 1980.
Mr. Hafer has served as a Director and Treasurer of the Company since
October 1999. He is a Certified Public Accountant and has practiced
accounting with the firm of Hafer and Gilmer since 1980. Mr. Hafer received
his Bachelor of Science Degree in Accounting from the University of Florida in
1970 and his M.B.A. degree from Florida Atlantic University in 1980.
Officer and Director Resignations
In October1999, William H. Ritts, III resigned as our Director, Chief
Financial Officer, and Secretary, and Kember Korte resigned as our Director.
Section 16(a) Beneficial Ownership Reporting Compliance.
To the best of our knowledge, no officer, director and/or beneficial owner
of more than 10% of our common stock, failed to file reports as required by
Section 16(a) of the Exchange Act during the most recent fiscal year.
Item 10. Executive Compensation.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------
Annual Compensation Awards Payouts
----------------------------------------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h)
Other All
Name & Annual Restricted Securities Other
Position Year Salary ($) Bonus ($) Compen- S t o c k Underlying LTIP Compen-
sation Award(s) Options/ Payouts sation
($) ($) SARs(#) ($) ($)
- -----------------------------------------------------------------------------------------------------------
Ernest L. Fiscal year 30,000 -0- -0- -0- -0- -0- -0-
Porter. e n d i n g
Director, February 29,
President/ 2000
CEO
</TABLE>
<PAGE> Page-10-
Compensation of Directors
During the fiscal year ending February 29, 2000, other than as described
herein, no other officer or director received any type of compensation from our
Company for serving as such. No arrangements are presently in place regarding
compensation to directors for their services as directors or for committee
participation or special assignments.
Employee Stock Option Plan
We have no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers or other employees, but our Board of
Directors may recommend adoption of one or more such programs in the future.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of each person known to our Company to be the beneficial owner of
more than five percent (5%) of our Company's Common Stock:
Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Owner
Fred Keller 5,800,000 94.3%
6758 North Military Trail, Suite 301
West Palm Beach, Florida 33407
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of the Company's Common Stock of each of the officers and directors
of the Company, and the officers and directors of the Company as a group:
Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Owner
Ernest L. Porter - 0%
6758 North Military Trail, Suite 303
West Palm Beach, FL 33407
Jeffrey B. Lathe - 0%
6758 North Military Trail, Suite 303
West Palm Beach, FL 33407
Charles S. Hafer - 0%
251 Royal Palm Way, Suite 302
Palm Beach, Florida 33402
All Officers and Directors
as a Group (3 persons). - 0%
<PAGE> Page-11-
Item 12. Certain Relationships and Related Transactions.
Although our management has no current plans to cause the Company to do so,
our affiliates, officers and directors may actively negotiate for or otherwise
consent to the disposition of any portion of their Common Stock as a condition
to or in connection with a Business Combination. Therefore, it is possible
that the terms of any Business Combination will provide for the sale of some
shares of Common Stock held by management or affiliates. Thus, it is likely
that none of our other shareholders will be afforded the right to sell their
shares of Common Stock in connection with a Business Combination pursuant to
the same terms that such selling officers, directors or affiliates will be
provided. Also, such shareholders will not be afforded an opportunity to
approve or consent to such management or affiliate's stock purchase. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving our Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.
Since February, 1997, Fred Keller, Trustee, Fred Keller Trust, our affiliate
shareholder, has made loans to our Company on an almost month by month basis
in the form of demand notes payable bearing interest at the prime rate plus
two percent (2%) adjusted quarterly. As of the date of this report, the
aggregate value of the principal on such loans approximated $223,500.
Pursuant to Sections 607.0901(5) and 607.0902(5) of the Florida Business
Corporation Act, our Company has inserted certain provisions in our articles of
incorporation which have the effect of removing us from the purview of the
control-share acquisition and affiliated transaction statutes promulgated under
Sections 607.0901 and 607.0902 of the Florida Business Corporation Act and
hence, the protections afforded by such statutes.
Section 607.0901 of the Florida Business Corporation Act imposes
limitations on the exercise of corporate control, directly or indirectly, by a
beneficial owner of more than 10% of a corporation's outstanding voting stock
(an "interested shareholder"). The corporation's "disinterested directors" as
defined therein, or a supermajority of the corporation's shareholders (other
than the interested shareholder and related parties) are required to approve
certain business combinations and corporate transactions with the interested
shareholder or any entity or individual controlled by the interested
<PAGE> Page-12-
shareholder ("affiliated transaction"), unless certain statutory exemptions
apply, or the corporation has opted out of the affiliated transactions statute.
The stated purpose of the affiliated transactions statute is to assure that
Florida shareholders who do not tender their shares in a hostile takeover offer
receive a fair price for those shares in a second-step, freeze-out transaction.
By removing the Company from the purview of Florida's affiliated transaction
statute, the consideration received by selling shareholders in a "second-step"
transaction could be less than the consideration received by the selling
shareholders in the initial transaction.
Section 607.0902 of the Florida Business Corporation Act denies corporate
control to an acquirer of control shares by extinguishing the voting rights of
shares of an "issuing public corporation", as defined therein, acquired in a
"control share acquisition", as defined therein. Voting rights may be
reinstated to the extent provided in a shareholders' resolution approved by (1)
each class or series entitled to vote separately on the proposal by a majority
Of all votes entitled to be cast by such class or series and (2) each class or
series entitled to vote separately on the proposal by a majority of all votes
entitled to be cast by such class or series, excluding all "interested shares"
(ie., generally speaking, those shares that may be voted by or at the
direction of a person who made a control-share acquisition or an officer or
employee/director of the subject "issuing public corporation"). The acquisition
of shares is not directly affected, only the voting rights attendant to control
shares. Other shares of the same corporation that are owned or acquired by the
same person are not affected.
The stated purpose of the control share acquisitions statute is to protect
Florida shareholders by affording them an opportunity to decide whether a
change in corporate control is desirable. By removing the Company from the
purview of Florida's control-share acquisition statute, shares of an "issuing
public corporation" acquired pursuant to a control acquisition are not deemed
to be "control-share acquisitions", which, in the Company's case, effectively
denies non-management/affiliate shareholders an opportunity to approve or
consent to an acquirer's purchase of such management or affiliate's stock
pursuant to a Business Combination. See "Description of Business - Shell
Corporation Discussion - Conflicts of Interest".
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(3) Charter and Bylaws.
(i) Articles of Incorporation and Amendment
to Articles of Incorporation.**
(ii) Bylaws.**
(4) Instruments defining the rights of security holders.
<PAGE> Page-13-
(i) Articles of Incorporation and Amendment
to Articles of Incorporation.**
(ii) Bylaws.**
(10) Material Contracts.
10.1 Articles of Merger (Agreement and Plan of Merger
incorporated therein).**
10.2 Business Lease.**
10.3 Ernest Porter Employment Contract.**
10.4 Specimen Sample of Demand Promissory Notes made
by the Registrant to Fred Keller.**
(27) Financial Data Schedule.
(i) Financial Data Schedule.
**Incorporated by reference to Registrant's Form 10-SB filed February 23, 1999.
(b) Reports on Form 8-K.
We filed no reports on Form 8-K during the last quarter of the year ended
February 28, 1999.
(c) Financial Data Schedule.
Appendix A
Financial Statements.
The following Audited Financial Statements are filed as part of this Form
10-KSB Report:
1. Balance Sheets dated February 29, 2000 and February 28, 1999.
2. Statements of Operations for the Years ended February 29,
2000 and February 28, 1999 and the period from March 1, 1991
(date of quasi-reorganization) through February 29, 2000.
3. Statements of Changes in Stockholders' Deficit for the period from
March 1, 1991 (date of quasi-reorganization) through February 29,
2000.
<PAGE> Page-14-
4. Statements of Cash Flows for the Years ended February 29, 2000
and February 28,1999 and the period from March 1, 1991 (date of
quasi-reorganization) through February 29, 2000.
5. Notes to Financial Statements for the Years ended February 29,
2000 and February 28,1999 and the period from March 1, 1991 (date
of quasi-reorganization) through February 29, 2000.
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,
thereunto duly authorized:
FAIRFAX GROUP, INC.
By:/s/Ernest L. Porter
---------------------------
Ernest L. Porter, President
Date: May 25, 2000
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.
By:/s/Ernest L. Porter
----------------------------
Ernest L. Porter, President,
Director
Date: May 25, 2000
By:/s/Jeffrey B. Lathe
--------------------------
Jeffrey B. Lathe, Director
Date: May 25, 2000
By:/s/Charles S. Hafer
--------------------------
Charles S. Hafer, Director
Date: May 25, 2000
<PAGE> Page-15-
FAIRFAX GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
-------------------------
EXAMINATION OF FINANCIAL STATEMENTS
FOR THE PERIODS ENDED
FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
<PAGE>
TABLE OF CONTENTS
-----------------
Page
Independent Auditor's Report F-1
Financial Statements:
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Deficit F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6-7
<PAGE>
Independent Auditor's Report
- ----------------------------
To the Board of Directors and Stockholders
of Fairfax Group, Inc.
West Palm Beach, Florida
We have audited the accompanying balance sheets of Fairfax Group, Inc. (a
development stage company) as of February 29, 2000 and February 28, 1999 and
the related statements of operations, changes in stockholders' deficit, and
cash flows for the years then ended and for the period from March 1, 1991
(date of quasi-reorganization) through February 29, 2000. 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 audits.
We conducted our audits 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 audits provide 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 Fairfax Group, Inc. as of
February 29, 2000 and February 28, 1999, and the results of its operations and
its cash flows for the fiscal years then ended and for the period from
March 1, 1991 (date of quasi-reorganization) through February 29, 2000, in
conformity with generally accepted accounting principles.
Michaelson & Co., P.A.
April 28, 2000
<PAGE> F-1
FAIRFAX GROUP, INC.
(A Development Stage Company)
BALANCE SHEETS
FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
<TABLE>
<CAPTION>
ASSETS
FEB. 29, FEB. 28,
2000 1999
---------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 3,994 $ 1,706
---------- ----------
3,994 1,706
---------- ----------
TOTAL ASSETS $ 3,994 $ 1,706
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,503 $ 2,505
Stockholder notes payable 223,488 110,381
---------- ----------
224,991 112,886
---------- ----------
STOCKHOLDERS' DEFICIT:
Common stock; $.01 par value, authorized 50,000,000
shares at February 29, 2000 and February 28, 1999,
6,150,000 shares issued and outstanding at 61,500 61,500
February 29, 2000 and February 28, 1999.
(Deficit) accumulated during the development stage (282,497) (172,680)
---------- ----------
(220,997) (111,180)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 3,994 $ 1,706
========== ==========
</TABLE>
See Independent Auditor's Report and Accompanying Notes
<PAGE> F-2
FAIRFAX GROUP, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
AND FOR THE PERIOD FROM
MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
MARCH 1,
FOR THE YEARS ENDED 1991 THROUGH
FEB. 29, FEB. 28, FEB. 29,
2000 1999 2000
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES:
Income $ - $ - $ 2,676
---------- ---------- ----------
- - 2,676
---------- ---------- ----------
COSTS AND EXPENSES:
Advertising and promotion 186 131 366
Licenses, permits and filing fees 1,557 1,762 5,930
Bank service charges 195 183 779
Collection costs - - 1,341
Contract labor 1,296 9,364 12,735
Dues and subscriptions - 408 473
Rent 27,984 25,652 53,636
Interest 17,268 6,019 25,076
Office expenses 5,401 5,720 11,272
Organizational expense - amortization - - 2,150
Professional fees 23,192 19,887 48,350
Salaries and payroll taxes 32,448 29,892 67,342
Travel & entertainment 244 52 296
Miscellaneous expenses 47 30 77
---------- ---------- ----------
109,818 99,100 229,823
---------- ---------- ----------
NET (LOSS) $ (109,818) $ (99,100) $ (227,147)
========== ========== ==========
(Loss) per share data:
Basic and diluted $ (0.02) $ (0.02) $ (.07)
========== ========== ==========
Weighted average shares outstanding-basic 6,150,000 6,150,000 3,231,333
========== ========== ==========
</TABLE>
See Independent Auditor's Report and Accompanying Notes
<PAGE> F-3
FAIRFAX GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIODS FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
(DEFICIT)
ACCUMULATED
DURING THE
COMMON STOCK DEVELOPMENT
SHARES AMOUNT STAGE TOTAL
------------------------- ------------- ----------
<S> <C> <C> <C> <C>
BALANCE AT MARCH 1, 1991 2,150,000 $ 2,150 $ - $ 2,150
Net (loss) - - - -
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 29, 1992 2,150,000 2,150 - 2,150
Net (loss) - - - -
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 28, 1993 2,150,000 2,150 - 2,150
Net (loss) - - - -
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 28, 1994 2,150,000 2,150 - 2,150
Net (loss) - - - -
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 28, 1995 2,150,000 2,150 - 2,150
Stock issued at par value for cash
and judgements (9/15/95) 4,000,000 4,000 - 4,000
Net (loss) - - (12,738) (12,738)
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 29, 1996 6,150,000 6,150 (12,738) (6,588)
Net (loss) - - (2,069) (2,069)
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 28, 1997 6,150,000 6,150 (14,807) (8,657)
Net (loss) - - (3,423) (3,423)
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 28, 1998 6,150,000 6,150 (18,230) (12,080)
Change in par value (Note 2) 55,350 (55,350) -
Net (loss) - - (99,100) (99,100)
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 28, 1999 6,150,000 61,500 (172,680) (111,180)
----------- ---------- ------------- ----------
Net (loss) - - (109,817) (109,817)
----------- ---------- ------------- ----------
BALANCE AT FEBRUARY 29, 2000 6,150,000 $61,500 ($282,497) ($220,997)
=========== ========== ============= ==========
</TABLE>
See Independent Auditor's Report and Accompanying Notes
<PAGE> F-4
FAIRFAX GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
AND FOR THE PERIOD FROM
MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
MARCH 1,
FOR THE YEARS ENDED 1991 THROUGH
FEB. 29, FEB. 28, FEB. 29,
2000 1999 2000
----------- ----------- ------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net (Loss) $ (109,818) $ (99,100) $ (227,147)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Changes in assets and liabilities:
Other assets - - 4,056
Accounts payable 338 268 606
Accrued expenses (1,339) 267 (535)
----------- ----------- ------------
NET CASH (USED IN) OPERATING ACTIVITIES (110,819) (98,565) (223,020)
----------- ----------- ------------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from stockholder notes payable 113,107 97,513 223,015
Proceeds from issuance of common stock - - 3,999
----------- ----------- ------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 113,107 97,513 227,014
----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH 2,288 (1,052) 3,994
CASH AT BEGINNING OF PERIOD 1,706 2,758 -
----------- ----------- ------------
CASH AT END OF PERIOD $ 3,994 $ 1,706 $ 3,994
=========== =========== ============
</TABLE>
See Independent Auditor's Report and Accompanying Notes
<PAGE> F-5
FAIRFAX GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 29, 2000 and FEBRUARY 28, 1999 AND FOR THE
PERIOD FROM
MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH FEBRUARY 29, 2000
(See Independent Auditor's Report)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Organization:
-------------
Fairfax Group, Inc. (the Company) is a development stage enterprise, which
was incorporated under the laws of the State of Nevada on March 1982. On
September 8, 1998, the Company was merged into a newly formed Florida
Corporation that was incorporated on April 23, 1998.
Method of Accounting:
---------------------
The company reports the results of its operations using the accrual method
of accounting for both financial and income tax purposes. Under this
method, income is recognized when earned and expenses are deducted when
incurred. The accounting policies of the Company are in accordance with
generally accepted accounting principles and conform to the standards
applicable to development stage companies.
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.
Stockholder Notes Payable:
--------------------------
The stockholder notes payable consists of demand notes to the majority
stockholder bearing interest at the prime rate plus two percent adjusted
quarterly.
Income Taxes:
-------------
The Company has no taxable income to date; therefore, no provision for
federal or state taxes has been made. The Company has a net operating loss
(NOL) carryforward at February 29, 2000 amounting to $113,726. The
expiration dates associated with this carryforward are as follows:
YEAR ENDED NOL YEAR EXPIRES
---------- --- ------------
2/28/96 $ 10,943 2011
2/28/97 1,704 2012
2/28/98 1,979 2013
2/28/99 99,100 2019
-------------
$ 113,726
<PAGE> F-6
FAIRFAX GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 29, 2000 and FEBRUARY 28, 1999 AND FOR THE
PERIOD FROM
MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH FEBRUARY 29, 2000
(See Independent Auditor's Report)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)
-------------------------------------------
Income Taxes (continued):
-------------------------
No tax assets have been recognized due to the uncertainty of future
recovery for tax purposes.
Computation of Net Loss Per Share:
----------------------------------
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, Earnings Per Share. The Company has reflected the provisions of
SFAS No. 128 in the accompanying consolidated financial statements for all
periods presented. SFAS 128 replaces the presentation of primary Earnings
Per Share ("EPS") with a presentation of basic EPS, which excludes
dilution and is computed by dividing income or loss available to common
shareholders by the weighted average number of common shares outstanding
for the period. The Statement also requires the dual presentation of basic
and diluted EPS on the face of the income statement for all entities with
complex capital structures. During the periods presented, the Company did
not have a complex capital structure.
Related Party Transactions:
---------------------------
The Company entered into a business lease agreement with an entity
affiliated with the majority shareholder beginning April 8, 1998. On
March 13, 2000, the lease was extended for one year beginning
April 15, 2000. The lease includes an annual base rent of $27,200 plus
sales tax for office facilities and equipment. Before this date, the
majority shareholder allowed the Company to utilize the office space and
equipment for free.
2. PAR VALUE
---------
On February 5, 1999, par value was changed from $.001 to $.01 per share.
<PAGE> F-7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Balance Sheet, Statement of Operations, Statement of Cash Flows
and Notes thereto incorporated in this Form 10-KSB in its entirety
by refernce to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> FEB-29-2000
<CASH> 3,994
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,994
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,994
<CURRENT-LIABILITIES> 224,991
<BONDS> 0
0
0
<COMMON> 61,500
<OTHER-SE> (282,497)
<TOTAL-LIABILITY-AND-EQUITY> 3,994
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 92,550
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,268
<INCOME-PRETAX> (109,818)
<INCOME-TAX> 0
<INCOME-CONTINUING> (109,818)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (109,818)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
