U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
X Annual report under Section 13 or 15(d) of the
Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1999
Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to ___________
Commission file number # 0-28927
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Shaw International, Inc.
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(Name of Small business Issuer in Its Charter)
Delaware 33-0850014
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
6025 South Eaton Lane, Littleton, Colorado 80123
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(Address of Principal Executive Offices) (ZIP Code)
(303) 798-2980
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(Issuer's Telephone Number, Including Area Code)
Securities to be Registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
On Which Registered
Securities to be Registered under Section 12(g) of the Act:
Common Stock
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports ),
and (2) has been subject to such filing requirements for the past 90 days
Yes X No
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Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B 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
10KSB or any amendment to this Form 10-KSB. X
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Issuer's revenues for its most recent fiscal year.
None
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Number of shares outstanding of common equity, as of April 1, 2000.
5,230,000 shares
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PART I
ITEM 1 DESCRIPTION OF BUSINESS
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General
Shaw International, Inc. ("the Company") was incorporated in the
State of Delaware on January 19, 1999. The Company is in the business of
using current technology for Environmental Safety Kits to be utilized in oil
spills. The Issuer is in the process of researching environmentally safe
alternatives utilizing recyclable materials such as waste wood pellets, wood
shavings and other products that would improve absorbency
Mission
The mission of the Company is to create a profit by selling its Marine and
Trucking spill cleanup kits via wholesale and retail outlets as well as sales
people selected by the Company. The Company will strive to offer the most
effective, yet highly compact spill kits on the market, at a fair price.
Product
The Company initially intends to manufacture two types of spill kits - a
pleasure boat marine spill kit and a kit for commercial road transport
vehicles. The spill kits will be compact and effective against most oil
spills. They can be carried like a large duffle bag and labeled "Emergency
Spill Kit". Items in the kits include: environmentally safe and disposable
sorbent in bags, oil-only absorbent HD pads, waterproof gloves, bilge
cleaner, towels for absorbency, plugging compound for fuel tanks or vessel
exteriors, bags, brooms, shovel, etc. The Company believes with the tougher
environmental laws, the demand for this type of product will increase
dramatically.
Manufacturing
The products to be incorporated into the spill kits can be purchased in large
quantities at cost saving levels for quantities. The space required to put
together the finished spill kits is modest and could be performed in a
500-600 sq. ft. warehouse. Sufficient space is available at present and the
decision to expand will be based on price and logistics. Proximity to Fed Ex
or Purolator location is important for ease of shipping.
The Company is negotiating with a large safety supply company to have the
carrying cases made up and labeled. This would allow purchase of the other
items as finished products and an assembly line technique for assembly of the
final product.
Marketing
The marketing plan includes making available the product in several wholesale
suppliers' lines, to marinas, boat manufacturers and sales outlets as well as
fueling stations, bulk plants, and wholesale cardlocks (truck stops). Any
outlet which services the marine or trucking industry could potentially be a
supplier of this product.
The Company currently does not operate a website but plans to construct one
at a later date which would include charging ability via credit card for
purchases as well as an informational source.
It is strongly felt that this product or similar products will become a
legislated necessity at some point as environmental laws become more
stringent. The Company is positioning itself for this potentially expanding
industry.
Competition
Although many spill kits are on the market, any that have been researched by
the Company appear to have inadequate amounts of materials for most
emergency situations, nor have they been custom designed for real spills and
real situations. The Company's kit contents have been determined by seasoned
professionals who have participated, organized and controlled real spill
cleanups.
The price of the kit will be approximately $95.00 complete. The cost of
manufacture including labor will be approximately $60.00 with a gross profit
of $35.00 per kit. These costs can be reduced with build up of volume. This
price is competitive with other products yet is more effective.
Suppliers
The suppliers of the components were selected on the basis of best price,
product and availability of materials which comprise the spill kits. At this
time there is an ample supply of the components and suppliers required for
these kits.
Governmental Regulations
The Company, to the best of its knowledge, knows of no government
regulations in regard to its product.
ITEM 2. DESCRIPTION OF PROPERTY
The Company owns no real property. The Company is provided sufficient space
to due its present business by the president of the Company. In the near
future the Company will be looking for its own space. The Company expects to
have no problems finding the space it needs at prices which it can afford..
ITEM 3. LEGAL PROCEEDINGS
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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Title of Class Number of Record Holders
Common 36
There is, as of the date of filing, no public market in any class of stock
of the Company.
ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
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Plan of Operation
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The Business Plan for the issuer over the next 12 months is to work the
Company toward production of two types of Spill Kits. The issuer plans to rent
warehouse space, order supplies in bulk from wholesale suppliers and
produce the finished products for sale at outlets established during that
period. Supply costs will be streamlined during this period, as well as labor
costs. Financing will be arranged as required during this period. The Company
will attempt to raise the needed capital by the sale of its securities in
private placements. At present there is no specific plan or timetable. It is
anticipated that a small 500-600 sq, ft, warehouse will be adequate to carry
on the operation over the next year of business. Accounts will be established
with wholesale suppliers to guarantee component supply for our production
line. It is anticipated that sales will grow in an orderly fashion
over the next year. An Internet website for sales and information is being
considered but has not been established or committed to at this time.
ITEM 7. FINANCIAL STATEMENTS.
SHAW INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
February 14, 1999
December 31, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITORS REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
<PAGE>
INDEPENDENT AUDITORS' REPORT
____________________________
Board Of Directors February 15, 2000
Shaw International, Inc.
Littleton, Colorado
I have audited the Balance Sheets of Shaw International, Inc. (A Development
Stage Company), as of February 15, and December 31, 1999, and the related
Statements of Operations, Stockholders, Equity and Cash Flows for the period
January 1, 2000, to February 14, 2000 and the period January 19, 1999,
(inception) to December 31, 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 Shaw International, Inc. (A
Development Stage Company), as of February 14, 2000, and December 31, 1999,
and
the results of its operations and cash flows for the period January 1, 2000,
to February 14, 2000, and the period January 19, 1999, (inception) to December
31, 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.
BARRY L. FRIEDMAN
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Barry L. Friedman
Certified Public Accountant
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SHAW INTERNATIONAL, IN
(A Development Stage Company)
BALANCE SHEET
ASSETS
February December
14, 2000 31, 1999
CURRENT ASSETS
Cash $8,518 $ 10,193
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TOTAL CURRENT ASSETS $8,518 $ 10,193
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OTHER ASSETS $ 0 $ 0
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TOTAL OTHER ASSETS $ 0 $ 0
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TOTAL ASSETS $8,518 $ 10,193
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 0 $ 0
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TOTAL CURRENT LIABILITIES $ 0 $ 0
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STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value
authorized 20,000,000 shares
issued and outstanding at
February 14, 2000 - None $ 0
Common stock, $.0001 par value
authorized 80,000,000 shares;
issued and outstanding at
December 31, 1999-5, 230,000 Shares $ 523
February 14, 2000-5, 230,000 Shares 523
Additional paid-in capital 23,477 $23,477
Deficit accumulated during
developmental stage -15,482 -13,807
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TOTAL STOCKHOLDER'S EQUITY $ 8,518 $ 10,193
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 8,518 $ 10,193
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The Accompanying notes are an integral part of these financial statements.
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STATEMENT OF OPERATIONS
Jan. 19,
Jan 1, Jan. 19 (inception)
Feb. 14, 1999 to
2000 Dec. 31, to Feb. 14,
1999 2000
INCOME
Revenue
$ 0 $ 0 $ 0
EXPENSES
Accounting Expense $ 1,000 $ 1,000 $ 2,000
Bank Expense 0 17 17
Bookkeeping Expense 0 800 800
Consulting 0 500 500
Filing Fees 58 193 251
Legal Expense 0 3,500 3,500
Offering Expense 0 835 835
Office Expense 480 6,162 6,642
Transfer Fees 137 500 637
Travel 0 300 300
TOTAL EXPENSES $ 1,675 $ 13,807 $ 15,482
NET LOSS $ -1,675 $-13,807 $-15,482
Weighted average
number of common
shares outstanding 5,230,000 5,178,300 5,183,94
Net Loss
Per Share $ - .0003 $-.0027 $-.0030
The Accompanying notes are an integral part of these financial statements.
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STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
during
Common Stock Additional development
Shares Amount paid-in capital stage
January 19, 1999
issued for cash 5,000,000 $ 500 $ 500 $ 0
April 7, 1999
issued from
sale of private 230,000 23 22,977
placement
(Note #1)
Net Loss,
January 19, 1999
(inception) to -13,807
December 31, 1999 -------- ---- ------- --------
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Balance
December 31, 1999 5,230,000 $ 523 $ 23,477 -13,807
Net Loss January
1, 2000 to
February 14, 2000 - 1,675
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Balance,
February 15, 2000 5,230,000 523 23,477 -15,482
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The Accompanying notes are an integral part of these financial statements.
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STATEMENT OF CASH FLOWS
Jan. 19,
Jan 1, Jan. 19 (inception)
Feb. 14, 1999 to
2000 Dec. 31, to Feb. 14,
1999 2000
Cash Flows from
Operating Activities
Net Loss $ -1,675 $-13,807 $-15,482
Changes in assets and
liabilities
Increase in current Liabilities 0 0 0
Cash Flows from
Operating Activities $-1,675 $-13,807 $ -15,482
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of common stock for cash 0 +24,000 +24,000
Net Decrease in cash $ -1,675 $+10,193 $ +8,518
Cash, beginning of period 10,193 0 0
Cash, end of period $ 8,518 $10,193 $8,518
The Accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
February 14, 2000, and December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 19, 1999, under the laws of the State of
Delaware, as Shaw International, Inc. The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company.
On January 19, 1999, the Company issued 5,000,000 shares of it's $0.0001 par
value common stock for cash of $1,000.00.
On April 7, 1999, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption from registration afforded by sections 4(2) and
3(b) of the Securities Act and Regulation D promulgated thereunder. The
Company sold 230,000 shares of common stock at a price of $0.10 per share for
a total amount raised of $23,000.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. In 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
activities and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998, with initial
adoption reported as the cumulative effect of a change in accounting
principle.
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 year end of December 31.
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 a merger with an existing operating company.
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SHAW INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
February 14, 2000, and December 31, 1999
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares
of common or preferred stock
-7-<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
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AND CONTROL PERSONS; Compliance With Section 16(a) of the Exchange Act.
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A. The Directors and Officers of the Company, all of whose terms will
expire one year from their election, or at such a time as their successors
shall be elected and qualified are as follows:
NAME AND ADDRESS AGE POSITION DATE ELECTED
Gary A. Stannell President, Secretary, 1/19/99
Treasurer & Director
Stewart A. Jackson Director 1/19/99
Resumes of the Directors and Officers of the Company are:
Gary A. Stannell has been a Director of the Company since January 19, 1999.
Between 1993 and 1995 he was employed by Autogas Propane Ltd. He was in
charge of merchandising and supply of products for the Provence of British
Columbia, Canada. Since 1995 Mr. Stannell has been President and CEO of
Stannell Petroleum Ltd.("Stannell Ltd"). Stannell Ltd is a supplier of Marine
and Aviation fuels. Stannell Ltd operates a truck stop and fueling facility
at the Vancouver International Airport located in Richmond, B.C., Canada.
Stannell has had 28 years in the petroleum industry with extensive experience
and training in cleanup and preparedness. Timely means to deal with spills is
of utmost importance and products at your disposal can effectively reduce the
impact on the environment and the safety of others. Such prompt action it is
believed would be considered Due Diligence by government entities and any
fines levied would be reduced or waived if these precautions had been
exercised.
Steward A. Jackson, Phd has been a Director of the Company since January 19,
1999. Since 1987 Dr. Jackson has been an independent consultant for the
mineral industry. Dr. Jackson has 37 years experience in the mineral
industry. Dr. Jackson earned his doctor's degree in Stratigraphy and Economic
Geology from the University of Alberta, Canada in 1969.
ITEM 10. EXECUTIVE COMPENSATION
A. None of the officers or directors receives or has received any
remuneration from the Company.
B. There is no annuity, pension or retirements benefit proposed to be paid to
officers, directors or employees of the Company in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or
contributed to by the Company or any of its subsidiaries, if any.
C. No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director under any plan which is
presently existing. No options have been granted. The Company has not decided
when and in what circumstances it will start paying officers and directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the Common Stock
ownership as of December 31, 1999, 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 December 31, 1999 there were
5,230,000 common shares outstanding.
Name and Address Amount and Nature of Percent Ownership
of Beneficial Owner Beneficial Ownership
Gary A. Stannell 5,000,000 (Direct) 96%
11540 95th Avenue
Delta, B.C.
Canada V4C 3T2
1. 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 5,230,000 outstanding shares on December 31, 1999.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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On January 19, 1999 the Company issued 5,000,000 shares of its common stock to
its president, Gary A. Stannell, for at total payment of $1,000.
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K
(a) 3(i) Articles of incorporation*
(ii) By-laws*
11. Computation of per share earnings.*
23. Consent of Barry L. Friedman, P.C.
27. Financial Data Schedule*
* Incorporated by reference to filing 10SB12G/A filed March 2, 2000.
(b) There are no reports on 8-K
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHAW INTERNATIONAL, INC.
GARY A. STANELL
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Date: 10/13/2000 By Gary A. Stanell
