UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Clemmy Technologies Corp.
(Name of Small Business Issuer in its charter)
Nevada 88-0421219
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Vegas Commerce Center
1350 East Flamingo Road
Suite 688
Las Vegas, Nevada 89119
(Address of principal executive offices and Zip Code)
(702) 595-4951
Issuer's Telephone Number
Securities to be registered under Section 12(b) of the Act: none
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act: Common Stock,
par value $.001 per share
<PAGE> 1
TABLE OF CONTENTS
Page No.
Part I
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis 5
Item 3. Description of Property 10
Item 4. Security Ownership of Certain
Beneficial Owners and Management 10
Item 5. Directors, Executive Officers,
Promoters and Control Persons 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 for Common Equity and Related
Stockholder Matters 11
Item 2. Legal Proceedings 12
Item 3. Changes In and Disagreements with
Accountants 12
Item 4. Recent Sales of Unregistered
Securities 13
Item 5. Indemnification of Directors and
Officers 13
Part F/S 14
Part III
Item 1. Index to Exhibits 40
Item 2. Description of Exhibits 40
Signatures 40
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
-------
Clemmy Technologies Corp., (the "Issuer" or "Company") was
incorporated under the laws of the State of Nevada on December
31,1998. The Company has no subsidiaries and no affiliated
companies.
The Company is a development stage company that does not
currently have any contracts and, therefore, does not have
revenues from operations for the last two fiscal years.
Business of Issuer
------------------
The Company plans to develop computer software. The
Company's products are intended to be: programs and utilities that
will make computers easier to use. The Company intends to lease a
suitable office/warehouse and computer facility.
The Company anticipates being able to acquire orders through
utilizing attainable contacts within the computer software industry. The
Company intends to generate revenue in the future by being listed in the
yellow pages, placing advertisements in various computer magazines
and by developing it's web site for Internet orders and inquiries.
At this time, the Company does not have any principal business contacts.
The computer industry is a very competitive industry.
Competition in the industry is primarily focused on quality,
price, technical specifications and both customer service and
technical support. In order for the Company to be competitive in
these marketplaces, the Company must effectively maintain and
promote the quality of its services and its products
among consumers and establish strong marketing relationships with
distributors of the products. While the Company believes that it
will compete effectively, the Company competes with a number of
manufacturers and marketers of computer software which have
substantially greater resources than the Company and many of which
have well-recognized brand name contracts and broader and more
established distribution networks. The Company anticipates being
able to utilize its smaller size to attract those seeking more
personalized service support and to maintain its ability to adapt
with technological changes over the Internet and in the
Market place. Further, the Company expects to utilize the Internet
to further attract customers via search engines upon designing and
completing of the web page.
Planned Business
----------------
The Company plans to market and promote its computer software
products starting in Nevada. Since society is interested in
computers and computers are at an all time high and growing, our
presence on the Internet, along with increased information on the
Internet should result in the development of a vastly improved computer
software industry.
Website and E-Commerce
----------------------
The Company is in the early design stages of a Website at
this point no web addresses or names have been reserved or
registered.
Marketing
---------
The Company intends to develop computer software that will
make using computers easier. The Company intends to hire a
marketing team and for the prospects of e-commerce to implement the Company's
marketing objectives. The Company also intends to utilize direct
mailing, and e-mail to contact retailers.
The Company's marketing and licensing strategy is to (i)
establish and expand the sales of the Company's products; (ii)
selectively establish licensed product lines to be marketed,
(iii) expand the number of representatives; and, (iv) acquire or
establish relationships with major retailers, businesses, companies,
properties or technologies.
The Company will design and develop all of its inventory. To
date, no contracts have been executed and the Company does not
anticipate entering into any contracts due to lack of funding.
Upon funding, letters of credit may be sought.
The Company does not anticipate being dependent on one major
or a few major customers. The Company intends to supply to large
computer retailers and small businesses as well. However, at this
time, the Company does not have any contracts with any such organizations.
Also, management of the Company expects that the submitting the web
page to various search engines on the Internet will
attract customers. However, there is no guarantee that the
Company's web-site, when completed, will have a positive impact
on the Company's business.
As of the date of this Registration Statement, the Company
has three part time (volunteer) employees, neither of whom have
entered into an employment arrangement with the Company. The Company's
president, Hans Schmidt, works full-time for the Company. The Company has
no collective bargaining agreements covering any of its employees,
has not experienced any material labor disruption and
is unaware of any efforts or plans to organize its employees. The
Company considers relations with its employees to be good.
Presently the Company has no intellectual property rights.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
--------------------------
This Registration Statement on Form 10-SB contains forward-
looking statements. Such statements consist of any statement
other than a recitation of historical facts and can be identified
by words such as "may," "expect," "anticipate," "estimate,"
"hopes," "believes," "continue," "intends," "seeks,"
"contemplates," "suggests," "envisions" or the negative thereof
or other variations thereon or comparable terminology. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and
uncertainties, including but not limited to: those risks
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations, including, but not restricted to Nevada and
eventually other jurisdictions; competitive and other factors
affecting the Company's operations, markets, products and
services; those risks associated with the ability to obtain
medical supply contracts and the funding of the Company and other
costs associated with the Company's marketing strategies; those
risks associated with the Company's ability to successfully
negotiate with certain business owners; those risks relating to
estimated contract costs, estimated losses on uncompleted
contracts and estimates regarding the percentage of completion of
contracts, risks relating to the ability of Company to raise the
funds necessary to operate and develop business, and risks
relating to changes in interest rates and in the availability,
cost and terms of financing; risks related to the performance of
financial markets; risks related to changes in domestic and
foreign laws, regulations and taxes; risks related to changes in
business strategy or development plans; risks related to any
possible future lawsuits against the Company and the associated
costs, and risks associated with future profitability. Many of
these factors are beyond the Company's control. Actual results
could differ materially from these forward-looking statements.
In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this
registration statement on Form 10-SB will, in fact, occur.
The Company's actual results may differ materially as a result
of certain factors, including those set forth in this Form 10-SB.
Potential investors should consider carefully the previously
stated factors, as well as the more detailed information
contained elsewhere in this Form 10-SB, before making a decision
to invest in the common stock of the Company.
The following is a discussion of the financial condition and
results of operations of the Company as of the date of this
Registration Statement. This discussion and analysis should be
read in conjunction with the accompanying audited Financial
Statements of the Company including the Notes thereto, which are
included elsewhere in this Form 10-SB and the notice regarding
forward-looking statements.
PLAN OF OPERATION
The Company is organizing to develop computer software that
will make using computer easier. Additional funding through
private placement will be necessary to enable the Company to lease
a suitable office/warehouse/computer facility in Las Vegas and to
enable the Company to complete its Web Page and to secure
contracts with suppliers and users.
The need for computer software increases with the increase in
the number of computer users. Management of the Company expects
that the increasing number of computer users will positively
affect the general demand for computer software.
The Company intends to raise adequate funds from interested
local parties to provide adequate working capital of up to
$2,250,000 for the next 12 months. This will be used to develop
Internet business, pay professionals and for advertising in the
Yellow Pages and all the major computing magazines. The company is
not expecting to make a significant change in the number of
employees over the next 12 months.
Revenue
-------
The Company has not received revenues from operations during
the two-year period preceding the filing of this form. The
Company has not yet achieved any revenue from operations to date.
Since the Company is still in the development stage its expenses
were nominal.
Liquidity
---------
The Company will have to raise additional capital in the
next twelve months. As of December 31, 1999, the Company had
nominal working capital and results. In order to satisfy the
liquidity needs of the Company for the following twelve months,
the Company will be primarily dependent upon proceeds from the
sale of the Company's common and/or preferred stock and possible
future cash flow from operations. Since the Company is in its
development stage and has not entered into any contracts,
attracted clientele or otherwise engaged in any activity that
would generate revenue at this time, the Company does not
currently have the revenue necessary to fund future operations of
the Company. If the Company is unable to obtain adequate funds
from the sale of its stock in public offerings, private
placements, or alternative financing arrangements, it may be
necessary to postpone any additional acquisitions or the
Company's ability to obtain Letters of Credit. The Company, under
such circumstances, would resort to using cash flow for internal
growth.
While the Company has raised capital to meet its working
capital and financing needs, additional financing is required in
order to complete the planned improvements necessary to
the Company's acquisitions. The Company is seeking financing, in
the form of equity and debt in order to make the necessary
improvements and provide working capital. There are no
assurances the Company will be successful in raising the funds
required.
The Company has issued shares of its Common Stock from time
to time in the past to satisfy certain obligations and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Company. If operations and cash flow can be
improved through these efforts, management believes that the
Company's liquidity problems will be resolved and that the
Company can continue to operate. However, no assurance can be
given that management's actions will result in profitable
operations.
The plan of the Company is to raise more financing as soon
as the Company's shares are approved for trading to enable the
Company to enter into purchase and supply contracts. An overall
budget of $2,250,000 for the first year should achieve the
Company's goals. The Company does not anticipate that there will
be a need to significantly increase the number of employees over
the next twelve months.
Potential Uncertainties
-----------------------
As the Company expects eventually to obtain equipment from
overseas manufacturers and such expenditures are generated in
foreign currencies, fluctuations in the value of currencies
relative to the United States dollar could adversely affect the
Company's profitability. Royalty payments paid by the Company
relating to foreign licensing arrangements will be converted to
U.S. dollars based on the exchange rate at the time of payment.
Year 2000 Compliance
--------------------
BACKGROUND. Some computers, software and other equipment
include programming code in which calendar year data is
abbreviated to only two digits. As a result of this design
decision, some of these systems could fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900,
rather then 2000.
ASSESSMENT. The Year 2000 Problem could affect computers,
software and other equipment used, operated or maintained by the
Company. Accordingly, the Company has reviewed its internal
computer programs and systems to ensure that the programs and
systems will be Year 2000 compliant. The Company presently
believes that its computer systems are Year 2000 complaint.
However, while the estimated cost of these efforts, if any arise,
is not expected to be material to the Company's financial
position or any year's results of operations, there can be no
assurance as to this effect.
INTERNAL INFRASTRUCTURE. The Company believes that it has
reviewed and assessed all of the major computers, software
applications, and related equipment used in connection with its
internal operations that would potentially require modification,
upgrade, or replacement to minimize the possibility of a material
disruption to its business. The Company's internal review of
such systems did not identify any material Year 2000 Problem. If
the Company had identified an exposure to the "Year 2000
Problem," Management currently estimates the total cost of
internal reprogramming of its software products and the upgrading
of purchased hardware and software would not be material. While
this is management's best current estimate, items outside
management's control relating to the "Year 2000 Problem" may
impact the Company. The Company estimates the total cost to the
Company of completing any required modifications, upgrades, or
replacements of these internal systems would not have a material
adverse effect on the Company's business or results of
operations.
SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In
addition to computers and related systems, the operations of
office and facilities equipment such as fax machines,
photocopiers, telephone switches, security systems, and other
common devices may be affected by the Year 2000 Problem.
DISCLAIMER. The discussion of the Company's efforts, and
management's expectations, relating to Year 2000 compliance are
forward-looking statements. The Company's Y2K compliance status
and the level of incremental costs associated therewith, if any,
could be adversely impacted by, among other things, the
availability and cost of programming, testing resources, vendors'
abilities to modify proprietary software, and unanticipated
problems identified in ongoing internal compliance reviews.
ITEM 3. DESCRIPTION OF PROPERTY
The Company's principal executive and administrative offices
are located in Nevada at the Vegas Commerce Center, 1350 East Flamingo
Road, Suite 688, Las Vegas, Nevada 89119 in leased premises under an
agreement for a term scheduled to expire September 1, 2000, at which
time the Company will renew the lease for another term unless the Company
has made other plans or found suitable office/warehouse space. The Company
is obligated to pay $8,600 in rent per year on a shared office basis for
economic reasons until the Company has adequate financing to
develop its business. The Company considers its executive and
administrative offices to be adequate and suitable for its
current needs. The Company does not own or lease any other real estate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of December 31, 1999, the Company's sole officer and
director did not own any securities or the right to acquire any
securities of the Company. Further, as of December 31, 1999,
management of the Company is not aware of any person or group who
owns 5% or more of the securities of the Company.
CHANGES IN CONTROL
The Company has no arrangements which might result in a
change in control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the sole director and
executive officer of the Company, his age, and all positions held
with the Company.
Name Age Positions
---------------------------------------------------------------
Hans Schmidt 47 President, Secretary,
Treasurer and Sole Director
Mr. Schmidt is the sole officer and director of the Company. Mr.
Schmidt has a business degree form Frankfurt University and has
been in the computer industry both in Munich and Las Vegas for the
past twelve years.
ITEM 6. EXECUTIVE COMPENSATION
There has been no executive compensation in any form to date
due to the lack of working capital in the company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no material transactions in the past two
years or proposed transactions to which the Company has been or
is proposed to be a party in which any officer, director, nominee,
or officer or director, or security holder of more than 5% of
the Company's outstanding securities is involved.
The Company has no promoters other than its sole executive
officer and director. There have been no transactions which
have benefited or will benefit its sole executive officer and
director either directly or indirectly.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
------------
The Company has 50,000,000 authorized shares of Common
Stock, $.001 par value per share, of which 247,000 shares were
issued and outstanding as of December 31, 1999. Holders of the
Common Stock are entitled to one vote per share with respect to
all matters that are required by law to be submitted to a vote of
shareholders. Holders of the Common Stock are not entitled to
cumulative voting. The Common Stock has no redemption, preemptive
or sinking fund rights.
To date, the Company has not paid any dividends on its
common stock. The payment of dividends, if any, in the future is
within the discretion of the Board of Directors and will depend
upon the Company's earnings, its capital requirements and
financial condition, and other relevant factors. There are no
provisions in the Company's articles of incorporation or by-laws
that prevent or restrict the payment of dividends. Dividend
payments, if any, would be subject to the provisions of the
Nevada Revised Statutes as well.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company is voluntarily filing this Registration
Statement on Form 10-SB to obtain listing on the OTC Bulletin
Board, which requires all listed companies to be registered with
the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934 and to be current in its required filings once so
registered.
The Company has no public trading market for its common
stock. Although the Company intends to seek a quotation for its
common shares on the Over-the-Counter Bulletin Board in the
future, there is no assurance the Company will do so, nor is
there any assurance that should the Company succeed in obtaining
a listing for its securities on the OTC Bulletin Board or on some
other exchange that a trading market for the Company's stock
will develop. There are no outstanding options, warrants to
purchase, or securities convertible into common equity of the
Company outstanding. The Company has not agreed to register any
shares of its common stock for any shareholder. There are
presently 100,000 shares of common stock, which were issued in
December of 1998, 100,000 shares of common stock which were issued
in February of 1999. Other issuances of 144 restricted stock were
made as follows: August 1999: 42,000, September 1999 3,000, and
November 1999 2,000.
STOCKHOLDERS
There are approximately 47 shareholders of record.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened. The Company's
sole officer and director is not an adverse party to the
Company nor does he have a material interest adverse to the
Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements
on accounting and financial disclosure matters.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In December of 1998, the Company issued 100,000 shares of Common
Stock for cash proceeds of $100 in a private transaction,
pursuant to an exemption from registration under Section 4(2) of
the Securities Act of 1933.
In February of 1999, the Company issued 100,000 shares of Common
Stock for cash proceeds of $10,000 pursuant to Rule 504 D.
Other issuances of 144 restricted stock were made as follows:
August 1999: 42,000, September 1999 3,000, and November 1999 2,000.
All of the above issuance of securities were issued in
reliance on Section 4(2) of the Securities Act of 1933, which
provides an exemption from registration for transactions not
involving any public offering.
ITEM 5. INDEMNIFICATION 0F DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company will indemnify
its directors and executive officers and may indemnify its other
officers, employees and agents to the fullest extent permitted by
Nevada law. The Company is also empowered under its Bylaws to
enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person it is
required or permitted to indemnify.
In addition, the Company's Articles provide that the
Company's directors will not be personally liable to the Company
or any of its stockholders for damages for breach of the
director's fiduciary duty as a director or officer involving any
act or omission of any such director or officer. Each director
will continue to be subject to liability for breach of the
director's fiduciary duties to the Company for acts or omissions
that involve intentional misconduct, fraud or a knowing violation
of law, or the payment of dividends in violation of Nevada
corporate law. This provision also does not affect a director's
responsibilities under any other laws, such as the federal
securities laws.
PART F/S
Financial Statements
--------------------
The following financial statements are filed in this Part F/S of
this Form 10-SB:
Exhibit 13.1 Comparative Audited Financial Statements for the periods ended
December 31, 1998 and December 31, 1999.
Exhibit 13.2 Comparative Audited Financial Statements for the periods ended
March 31, 1999 and March 31, 2000.
PART III
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION
Exhibit
Number Description
------- -----------------------------------------------------
3.1 Articles of Incorporation of Clemmy Technologies Corp.
3.2 By-Laws of Clemmy Technologies Corp.
13.1 Comparative Audited Financial Statements for the periods ended
March 31, 2000 and March 31, 1999
13.2 Comparative Audited Financial Statements for the period ended
December 31, 1999 and December 31, 1998
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant has caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Clemmy Technologies Corp.
(Registrant)
Date: July 12, 2000 by: /s/ HANS SCHMIDT
--------------------------------
HANS SCHMIDT
President, CEO and duly
authorized officer
