UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended - March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-25795
MAS ACQUISITION X CORP.
(Name of Small Business Issuer in its charter)
Indiana 35-2070346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
1710 E. Division St., Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (812) 479-7266
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of class)
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-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $ -0-
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within
the past 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act): -0-
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.
(ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]
(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 practicable date: 8,519,800 as of March 31,
2000.
Documents Incorporated by Reference
If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.)
into which the documents is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal
year ended December 24, 1990).
Transitional Small Business Disclosure Format (Check one): Yes [ ];
No [ x ]
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
MAS Acquisition X Corp. (the "Company"), was incorporated on
October 7, 1996 in the State of Indiana, to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Pursuant to the Articles of Incorporation,
the Company is authorized to issue 80,000,000 shares of Common Stock
at $.001 par value and 20,000,000 shares of Preferred Stock at $.001
par value. Each holder of the Common Stock shall be entitled to one
vote for each share of Common Stock held. The Preferred Stock may be
divided into Series or Classes by the management of the Company upon
the approval of a majority vote of the Directors of the Company. As
of March 31, 2000, there are 8,519,800 shares of Common Stock and
no shares of Preferred Stock outstanding.
The Company has been in the developmental stage since inception
and has no operations to date. Other than the issuance of shares to its
shareholders, the Company never commenced any operational activities.
As such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger or acquisition
with a private entity.
The Company became a reporting company in June, 1999 on
voluntary basis because the primary attraction of the Company as a
merger partner or acquisition vehicle will be its status as a
reporting public company. Any business combination or transaction may
potentially result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any offering of the Company's
securities, either debt or equity, until such time as the Company has
successfully implemented its business plan described herein.
<PAGE>
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See Item 7. "FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA." This lack of diversification should be
considered a substantial risk to shareholders of the Company because
it will not permit the Company to offset potential losses from one
venture against gains from another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company intends to advertise and promote the Company in
newspaper, magazine and on the Internet. The Company has not yet
prepared any notices or advertisement.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
<PAGE>
The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company. Aaron Tsai, President of the Company will be the key person
in the search, review and negotiation with potential acquisition or
merger candidates. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought
to its attention through present associations of the Company's
officers and directors, or by the Company's shareholder. In
analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and
managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed
activities of the Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition of acceptance
of products, services, or trades; name identification; and other
relevant factors. Officers and directors of the Company do not
expect to meet personally with management and key personnel of the
business opportunity as part of their investigation due to lack of
capital. To the extent possible, the Company intends to utilize
written reports and investigation to evaluate the above factors.
The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable
period of time after closing of the proposed transaction.
<PAGE>
The Officers of the Company have limited experience in managing
companies similar to the Company and shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholder,
in accomplishing the business purposes of the Company. The Company may
from time to time utilize outside consultants or advisors to effectuate
its business purposes described herein. No policies have been adopted
regarding use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be
paid. However, because of the limited resources of the Company, it is
likely that any such fee the Company agrees to pay would be paid in
stock and not in cash.
The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life. It is impossible to predict at
this time the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any and all such sales will only be
made in compliance with the securities laws of the United States
and any applicable state.
<PAGE>
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company does
not intend to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors
of the Company may personally meet with management and key personnel,
may visit and inspect material facilities, obtain analysis of
verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial resources
and management expertise. The manner in which the Company participates
in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the
management of the opportunity and the relative negotiation strength of
the Company and such other management.
With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company
acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders.
<PAGE>
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 1934 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
<PAGE>
The Company does not intends to provide the Company's security
holders with any complete disclosure documents, including audited
financial statements, concerning an acquisition or merger candidate and
its business prior to the consummation of any acquisition or merger
transaction.
COMPETITION
The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.
<PAGE>
IITEM 2. DESCRIPTION OF PROPERTY.
The Company currently maintains a mailing address at 1710 E.
Division St., Evansville, Indiana 47711, which is the address of its
President. The Company pays no rent for the use of this mailing
address. The Company does not believe that it will need to maintain
an office at any time in the foreseeable future in order to carry
out its plan of operations described herein.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the fourth quarter of the calendar
year covered by this report to a vote of security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market Information.
There is not market for the Company's securities.
(b) Holders.
As of March 31, 2000, there were approximately 150 holder of
the Company's Common Stock.
(c) Dividends.
The Company has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends on
the Common Stock in the foreseeable future. The Company intends
to retain any earnings which it may realize in the foreseeable
future to finance its operations. Future dividends, if any, will
depend on earnings, financing requirements and other factors.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in conjunction with the
information contained in the financial statements of the Company
and the Notes thereto appearing elsewhere herein.
Results of Operations - October 7, 1996 (Inception) through March 31, 2000.
The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7.
There have been no operations since incorporation.
Liquidity and Capital Resources.
The Company issued 8,519,800 shares of its Common Stock.
The Company has no operating history and no material assets. The Company
has $-0- in cash as of March 31, 2000.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
<TABLE>
<CAPTION>
(1) Financial Statements Page
<S> <C>
Report of Independent Auditors F-1
Balance Sheet at March 31, 2000 F-2
Statements of Operations for the Years ended
March 31, 2000 and 1999, and the
period from Inception (October 7, 1996) to
March 31, 2000 F-3
Statement of changes in Stockholders' Equity
for the period from Inception (October 7, 1996),
through March 31, 2000 F-4
Statements of Cash Flows for the Years ended
March 31, 2000 and 1999, and the
period from Inception (October 7, 1996) to
March 31, 2000 F-5
Notes to Financial Statements F-6
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
MAS Acquisition X Corp.
We have audited the accompanying balance sheet of MAS Acquisition X Corp. (a
development stage Company) as of March 31, 2000, and the related statements
of operations, changes in stockholders' equity, and cash flows for each of
the years ended March 31, 2000 and 1999, and the period from October 7, 1996
(date of inception) to March 31, 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 audits 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 MAS Acquisition X Corp. (a
development stage Company) as of March 31, 2000, and the results of its
operations, and its cash flows for each of the years ended March 31, 2000 and
1999, and the period from October 7, 1996 (date of inception) to March 31,
2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 the Company
has been in the development stage since inception. Realization of the
Company's assets is dependent upon the Company's ability to meet its future
financing requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.
/s/ Stark Tinter & Associates, LLC
Stark Tinter & Associates, LLC
Certified Public Accountants
Denver, Colorado
April 17, 2000
<PAGE>
MAS Acquisition X Corp.
(A Development Stage Company)
Balance Sheet
As of March 31, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Current assets:
Total current assets $ -
Other assets:
Organization costs net of amortization of $63 27
Total assets $ 27
Liabilities and Stockholders' Equity
Current liabilities:
Total current liabilities $ -
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized,
none issued or outstanding -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,519,800 shares issued and
outstanding 111
Deficit accumulated during the
development stage (84)
Total liabilities and stockholders' equity $ 27
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition X Corp.
(A Development Stage Company)
Statements of Operations
For the Years Ended March 31, 2000 and 1999 and
the Period From Inception (October 7, 1996) to March 31, 2000
<TABLE>
<CAPTION>
Year Year Inception
Ended Ended to
March 31, March 31, March 31,
2000 1999 2000
<S> <C> <C> <C>
Revenue $ - $ - $ -
Costs and expenses:
General and Administrative 18 30 84
Net (loss) $ (18) $ (30) $ (84)
Per share information - basic and fully diluted
Weighted average number
of common shares
outstanding 8,519,800 8,514,025 8,512,100
(Loss) per share $ (.00) $ (.00) $ (.00)
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition X Corp.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From (Inception) October 7, 1996, through
March 31, 2000
<TABLE>
<CAPTION>
Deficit Accumulated
During the
Common Stock Development Stage Total
Shares Amount
<S> <C> <C> <C> <C>
Shares issued at inception
for organization costs
aggregating $90 8,500,000 $ 90 $ - $ 90
Shares issued for
services at $.001
per share during
January, 1997 500 1 1
Gift shares issued
during March, 1997 at
$.001 per share 7,750 8 8
Net (loss) for the period - - (18) (18)
Balance March 31, 1997 8,508,250 99 (18) 81
Net (loss) for the year - - (18) (18)
Balance March 31, 1998 8,508,250 99 (36) 63
Shares issued for
services at $.001
per share during
September, 1998 750 1 1
Gift shares issued
during September, 1998 at
$.001 per share 10,800 11 11
Net (loss) for the year - - (30) (30)
Balance March 31, 1999 8,519,800 111 (66) 45
Net (loss) for the year - - (18) (18)
Balance March 31, 2000 8,519,800 $ 111 $ (84) $ 27
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition X Corp.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended March 31, 2000 and 1999, and
the Period From Inception (October 7, 1996) to March 31, 2000
<TABLE>
<CAPTION>
Year Year Inception
Ended Ended to
March 31, March 31, March 31,
2000 1999 2000
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net (loss) $ (18) $ (30) $ (84)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Amortization 18 18 63
Issuance of common stock for services - 1 2
Gift shares issued - 11 19
Net cash provided by (used in)
operations - - -
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
Cash flows from financing activities:
Net cash provided by (used in)
financing activities - - -
Net increase (decrease) in cash and
cash equivalents - - -
Beginning cash and cash equivalents - - -
Ending cash and cash equivalents $ - $ - $ -
Supplemental disclosure of cash flow information:
Cash paid for: Income taxes $ - $ - $ -
Interest $ - $ - $ -
Supplemental schedule of non-cash investing and financing activities:
Common shares issued for organization
costs $ - $ - $ 90
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition X Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 1. SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The Company was incorporated on October 7, 1996, in the State of
Indiana. The Company is in the development stage and its intent is to
locate suitable business ventures to acquire. The Company has had no
significant business activity to date and has chosen March 31, as a
year end.
B. Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
C. Intangible assets
The cost of intangible assets is amortized using the straight line
method over the estimated useful economic life (five years for
organization costs). They are stated at cost less accumulated
amortization. The Company reviews for the impairment of long-lived
assets and certain identifiable intangibles whenever events or changes
in circumstances indicate that the carrying value of the asset may not
be recoverable. An impairment loss would be recognized when estimated
future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount. No such
impairment losses have been identified in the periods presented.
D. Net loss per share
Net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
E. Use of estimates
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
Note 2. STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value
common stock to an officer as reimbursement of organization costs paid
by the officer. Fair value used for this transaction of $90 is based
upon the actual cost of incorporation.
<PAGE>
MAS Acquisition X Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
During January, 1997 the Company issued 500 shares of its $.001 par
value common stock to directors as compensation valued at $1.
During March, 1997 the Company issued 7,750 shares of its common stock
to foreign citizens as a gift with an aggregate fair value of $8.
During September, 1998 the Company issued 750 shares of its $.001 par
value common stock to directors as compensation valued at $1.
During September, 1998 the Company issued 10,800 shares of its common
stock to foreign citizens as a gift with an aggregate fair value of $11.
Note 3. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and tax
purposes in different periods. Deferred taxes are classified as current
or non-current, depending on the classifications of the assets and
liabilities to which they relate. Deferred taxes arising from temporary
differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which the
temporary differences are expected to reverse. The deferred tax asset
related to the operating loss carryforward has been fully reserved.
The Company's net operating loss carryforwards expire in years through
2019.
Note 4. GOING CONCERN CONSIDERATION
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates the
continuation of the Company as a going concern.
As discussed in Note 1 the Company is in the development stage and the
realization of its assets is dependent upon its ability to meet its
future financing requirements, and the success of its future operations.
Management plans include obtaining additional equity financing and the
acquisition of a suitable business venture to provide the opportunity
for the Company to continue as a going concern.
<PAGE>
ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning
each of the Company's directors and executive officers:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
Aaron Tsai 30 Chairman of the Board, President, Chief
Executive Officer, and Treasurer
</TABLE>
Aaron Tsai has served as President, Chief Executive Officer,
Treasurer and a Director of the Company since March, 1999. Mr. Tsai is
President and Director and may hold or held other positions in the following
companies since their inception, which are in parenthesis after the company
names: MAS Capital Inc. (September 1999), a venture capital and emerging
Internet investment banking firm with operating and public shell companies
as subsidiaries. MAS Financial Corp.(August 1995), a financial consulting
firm specializing in reverse merger transactions and provides financial
advisory services to public and private companies. MASX.com Inc. (February
1999) intends to develope an electronic stock trading facility. As of the
date of this filing, MASX has not yet filed applications with the SEC and
NASD to become a broker-dealer. MAS Trade.net Inc. (September 1999) is
registered with the SEC to become a broker-dealer. The SEC registration is
contingent upon NASD membership. As of the date of this filing, MAS Trade
has not yet filed application for NASD membership. Aimex Camera Corp.
(December 1996), Aimex Distributing Corp. (October 1996) and Aimex Marketing
Corp. (October 1996) are in the wholesale distribution of point-and-shoot
cameras and inexpensive binoculars. Aimex Distributing Corp. and Aimex
Marketing Corp. are currently inactive.
Aaron Tsai is serving as President, Chief Executive Officer, Treasurer
and a Director of the following blank check companies on or after November
1999 for the following companies named in consecutive Roman numerals:
* MAS Acquisition XXI Corp. through MAS Acquisition CI Corp.
(21 through 101) All were incorporated in January 1997.
* MAS Capital I Corp. through MAS Capital X Corp. (1 through 10) All
were incorporated in October 1999.
* MAS Capital XI Corp. through MAS Capital L Corp. (1 through 50) All
were incorporated in March 2000.
Mr. Tsai is Vice President and Director of Hunan Restaurant of Indiana,
Inc. (April 1996) and Hunan Restaurant of Boonville, Inc. (November 1996).
Both companies were Chinese restaurants and are currently inactive.
Mr. Tsai was President and Director of following companies: American
Multimedia, Inc. from June 1994 to March 2000. American Multimedia was a
distributor of multimedia add-on peripherals for personal computers. Aimex
Imaging Corp. from November 1995 to March 2000. Aimex Imaging was company
intended to distribute multi-functional office equipments.
Mr. Tsai was President and Director of Aimex International Corporation,
("AIC") from April 1996 to March 1998. AIC was the holding company of
American Multimedia, Inc., Aimex Imaging Corp., Aimex Camera (HK) Limited,
and Aimex Capital/Finance, Ltd. AIC subsequently became BTC Financial
Services. Mr. Tsai was President and Director of both Aimex Camera (HK)
Limited ("AHK") (May 1995) and Aimex Capital/Finance, Ltd. (January 1996)
("ACF") since their inception to December 1998. AHK was intended to be an
exporter of point-and-shoot cameras from Hong Kong and ACF was intended to
be a company providing financing to AIC. Mr. Tsai has been President and
Director of Multi Access Systems, Inc. (April 1993)("MASI") since inception
to March 1997. MASI was intended to be a computer multimedia company.
Mr. Tsai has served as President, Chief Executive Officer and a Director of
Aimex Camera Inc. (November 1990) ("ACI") since inception to December 1997
and President and a Director of Auto Stack Pacific Rim Ltd. ("ASP") from
January 1999 to August 1999. ACI was an international camera company
distributing worldwide, under Aimex and Rioka brands as well as under
private labels, a complete line of 35mm cameras from point-and-shoot cameras
and 80mm power zoom cameras. ACI was formed to market or build a patented,
automated multi-level parking system licensed by Auto Stack International
in Asia.
The Officer and Director identified in above table is the Company's
only promoter.
The SEC reporting blank check companies that Aaron Tsai served or is
serving as President and Director are listed in following table:
File Date
Incorporation Name Form type Number of Filing(3) Status(1)
- -------------------------- ----------- ------- ------------ ---------
MAS Acquisition I Corp. Form 10-SB 0-28772 Sep 4, 1996 Merged
MAS Acquisition II Corp.(2) n/a n/a n/a Merged
MAS Acquisition III Corp. Form 10-SB 0-24897 Sep 16, 1998 Merged
MAS Acquisition IV Corp.(2) n/a n/a n/a Merged
MAS Acquisition V Corp.(2) n/a n/a n/a Merged
MAS Acquisition VI Corp. Form 10-SB 0-23947 Mar 26, 1998 Merged
MAS Acquisition VII Corp. Form 10-SB 0-25879 Apr 27, 1999 Merged
MAS Acquisition VIII Corp. Form 10-SB 0-25881 Apr 27, 1999 Merged
MAS Acquisition IX Corp. Form 10-SB 0-25791 Apr 15, 1999 Merged
MAS Acquisition X Corp. Form 10-SB 0-25795 Apr 15, 1999 No
MAS Acquisition XI Corp. Form 10-SB 0-25797 Apr 15, 1999 Merged
MAS Acquisition XII Corp. Form 10-SB 0-25883 Apr 27, 1999 Merged
MAS Acquisition XIII Corp. Form 10-SB 0-27155 Aug 27, 1999 Merged
MAS Acquisition XIV Corp. Form 10-SB 0-27157 Aug 27, 1999 Merged
MAS Acquisition XV Corp. Form 10-SB 0-27159 Aug 27, 1999 Merged
MAS Acquisition XVI Corp. Form 10-SB 0-27161 Aug 27, 1999 Merged
MAS Acquisition XVII Corp. Form 10-SB 0-27165 Aug 30, 1999 Merged
MAS Acquisition XVIII Corp. Form 10-SB 0-27167 Aug 27, 1999 Merged
MAS Acquisition XIX Corp. Form 10-SB 0-27171 Aug 30, 1999 Merged
MAS Acquisition XX Corp. Form 10-SB 0-27173 Aug 30, 1999 Merged
MAS Acquisition XXI Corp.(2) n/a n/a n/a No
MAS Acquisition XXII Corp. Form 10-SB 0-28929 Jan 18, 2000 No
MAS Acquisition XXIII Corp. Form 10-SB 0-28931 Jan 18, 2000 No
MAS Acquisition XXIV Corp. Form 10-SB 0-28933 Jan 18, 2000 No
MAS Acquisition XXV Corp. Form 10-SB 0-28935 Jan 18, 2000 No
MAS Acquisition XXVI Corp. Form 10-SB 0-28939 Jan 18, 2000 No
MAS Acquisition XXVII Corp. Form 10-SB 0-28943 Jan 18, 2000 No
MAS Acquisition XXVIII Corp. Form 10-SB 0-28945 Jan 18, 2000 No
MAS Acquisition XXIX Corp. Form 10-SB 0-28949 Jan 18, 2000 No
MAS Acquisition XXX Corp. Form 10-SB 0-28957 Jan 18, 2000 No
MAS Acquisition XXXI Corp. Form 10-SB 0-28961 Jan 18, 2000 No
MAS Acquisition XXXII Corp. Form 10-SB 0-28965 Jan 18, 2000 No
MAS Acquisition XXXIII Corp. Form 10-SB 0-28967 Jan 18, 2000 No
MAS Acquisition XXXIV Corp. Form 10-SB 0-28969 Jan 18, 2000 No
MAS Acquisition XXXV Corp. Form 10-SB 0-28971 Jan 18, 2000 No
MAS Acquisition XXXVI Corp. Form 10-SB 0-28975 Jan 18, 2000 No
MAS Acquisition XXXVII Corp. Form 10-SB 0-28987 Jan 19, 2000 No
MAS Acquisition XXXVIII Corp. Form 10-SB 0-28979 Jan 18, 2000 No
MAS Acquisition XXXIX Corp. Form 10-SB 0-28983 Jan 19, 2000 No
MAS Acquisition XL Corp. Form 10-SB 0-28989 Jan 19, 2000 No
MAS Acquisition XLI Corp. Form 10-SB 0-28991 Jan 19, 2000 No
MAS Acquisition XLII Corp. Form 10-SB 0-28993 Jan 19, 2000 No
MAS Acquisition XLIII Corp. Form 10-SB 0-28995 Jan 19, 2000 No
MAS Acquisition XLIV Corp. Form 10-SB 0-28997 Jan 19, 2000 No
MAS Acquisition XLV Corp. Form 10-SB 0-28999 Jan 19, 2000 No
MAS Acquisition XLVI Corp. Form 10-SB 0-29001 Jan 19, 2000 No
MAS Acquisition XLVII Corp. Form 10-SB 0-29003 Jan 19, 2000 No
MAS Acquisition XLVIII Corp. Form 10-SB 0-29005 Jan 19, 2000 No
MAS Acquisition XLIX Corp. Form 10-SB 0-29007 Jan 19, 2000 No
MAS Acquisition L Corp. Form 10-SB 0-29009 Jan 19, 2000 No
MAS Acquisition LI Corp. Form 10-SB 0-29017 Jan 19, 2000 No
- -----------------------------------------------------------------------------
(1) Under Merger Status "Merged" represents either a merger or an acquisition
has occurred or the company ceased to be a blank check company by operating a
specific business and "No" represents that the company is currently seeking a
merger or acquisition candidate. More detailed information for each merger
is disclosed in following paragraphs.
(2) These non-reporting companies are included for information purposes only.
The purpose is to show continuity because these companies are incorporated
with consecutive names.
(3) On the 61th day of filing, each company becomes subject to the reporting
requirements under the Securities Exchange Act of 1934.
In December 1997 MAS Acquisition I Corp. ("MAS-I") merged with Sloan
Electronics, Inc. ("Sloan") and renamed to Sloan Electronics, Inc. ("SEI").
SEI is a manufacturer of electronics monitoring devices. Pursuant to the
Agreement of Merger, MAS-I issued 8,227,070 shares of Common Stock in
exchange for 3,561,500 shares of Common Stock of Sloan and Aaron Tsai
returned 7,680,083 shares of Common Stock to MAS-I for cancellation.
Subsequent to the merger, Mr. Tsai received 100,000 shares of Common Stock
for consulting services provided by his company, MAS Financial Corp. SEI
subsequently changed its name to Salient Cybertech, Inc. ("SCI"). Mr. Tsai
currently is a non-affiliated shareholder of SCI. SCI is currently a SEC
reporting company.
In September 1997 MAS Acquisition II Corp. renamed to ThermoTek
Environmental, Inc. ("TEI") and issued 900,000 shares of Common Stock and
a non-interest bearing note for $25,000 to WERE International, Inc. to
acquire exclusive rights to Apparatus for Converting Waste Materials to
Gaseous and Char Materials, US Patent Number 5,104,490. TEI is in the
business of licensing waste material recycling technology. Mr. Tsai
currently is an affiliated shareholder. TEI is not currently a SEC
reporting company and has not filed Form 10 or Form 10-SB.
In March 1999 MAS Acquisition III Corp. ("MAS-III") merged with
SurgiLight, Inc. ("SLI") and renamed to SurgiLight, Inc. ("SurgiLight").
SurgiLight is a manufacturer and retail operator of laser eye surgery
equipments. Pursuant to the Agreement of Merger, MAS-III issued 10,394,330
shares of Common Stock for 10,394,330 shares of Common Stock of SLI and
Aaron Tsai returned 7,500,000 shares of Common Stock to MAS-III for
cancellation. SLI agreed to pay MAS Financial Corp. $100,000 finder's fee
and MAS Financial Corp. agrees to pay up to $65,000 in merger related
expenses. Mr. Tsai currently is a non-affiliated shareholder of SurgiLight
and may provide consulting services through MAS Financial Corp. SurgiLight
is currently a SEC reporting company.
In July 1997, MAS Acquisition IV Corp. renamed to Aimex Distributing
Corp. and in July 1997, MAS Acquisition V renamed to Aimex Marketing Corp.
Both Aimex Distributing Corp. and Aimex Marketing Corp. markets and
distributes cameras. Currently, Aaron Tsai is President, Director and
principle shareholder of these two companies. These two companies are
not currently SEC reporting companies and have not filed Form 10 or
Form 10-SB.
In March 1999 MAS Acquisition VI Corp. ("MAS-VI") acquired 88.65% of
CoalCorp Pty Ltd ("Coal") and renamed to Nu Energy Inc. ("NEI"). Pursuant to
the Stock Exchange Agreement, MAS-VI issued 1,301,823 shares of Common Stock
for 23,432,786 shares of Coal and issued 359,995 shares of Common Stock to
Aaron Tsai as compensation. Mr. Tsai currently is a non-affiliated
shareholder of NEI and his company, MAS Financial Corp., provides consulting
services to NEI and NEI agreed to pay MAS Financial Corp. a total of $11,000.
NEI is currently a SEC reporting company.
In August 1999 MAS Acquisition VII Corp. ("MAS-VII") merged with
Dimgroup, Inc. ("DIM") and renamed to Dimgroup.com Inc. ("DGI"). Pursuant
to the Stock Exchange Agreement, MAS-VII issued 7,667,820 shares of Common
Stock for 4,500 shares of Common Stock of DIM and Aaron Tsai returned
7,667,820 shares of Common Stock to MAS-VII for cancellation. DIM agreed
to pay MAS Financial Corp. a total of $135,000 in consulting fee. Mr. Tsai
currently is a non-affiliated shareholder of DGI. MAS Financial Corp.
currently provides consulting services to DGI. DGI is currently a SEC
reporting company.
In September 1999 MAS Acquisition VIII Corp. ("MAS-VIII") merged with
NetStaff, Inc. ("NETS") and renamed to NetStaff, Inc. ("NTSF"). Pursuant
to the Stock Exchange Agreement, MAS VIII issued 8,505,000 shares of Common
Stock for 1,669,505 shares of Common Stock of NETS and Aaron Tsai returned
8,505,000 shares of Common Stock to MAS-VIII for cancellation. A consultant
of NETS agreed to pay MAS Financial Corp. a total of $150,000 in consulting
fee. Mr. Tsai currently is a non-affiliated shareholder of NTSF. NTSF is
currently a SEC reporting company.
In November 1999 MAS Acquisition IX Corp. ("MAS-IX") merged with
Airtrax, Inc. ("AITX"). Pursuant to the Agreement and Plan of Merger, AITX
issued 114,867 shares of Common Stock in exchange for 8,519,800 shares of
Common Stock of MAS-IX. AITX agreed to pay MAS Financial Corp. a total of
$50,000 in consulting fee. Mr. Tsai currently is a non-affiliated shareholder
of AITX. AITX is currently a SEC reporting company.
In January 2000 MAS Acquisition XI Corp. ("MAS-XI") merged with
Bluepoint Software Co., Ltd ("BSC") and renamed to Bluepoint Linux
Software Corp. ("BLPT"). Pursuant to the Plan and Agreement of
Reorganization MAS-XI issued 15,500,000 shares of Common Stock for all of
the shares of Common Stock of BSC and MAS Capital Inc., returned 8,203,133
shares of Common Stock to MAS-XI for cancellation. Mr. Tsai currently is an
affiliated shareholder of BLPT and will become a non-affiliated shareholder
of BLPT, 90 days after his resignation as an officer/director. BLPT is
currently a SEC reporting company.
In November 1999 MAS Acquisition XII Corp. ("MAS-XII") merged with
Netserv Caribbean Limited ("NETSERV") and renamed to Netserv
Communications Inc. ("NETC"). Pursuant to the Stock Exchange Agreement.
MAS-XII issued 4,912,400 shares of Common Stock for 6,412,400 shares of
Common Stock of NETSERV and MAS Capital Inc.returned 8,220,833 shares of
Common Stock to MAS-XII for cancellation. NETSERV agreed to pay MAS Financial
Corp. a total of $200,000 in consulting fee. Mr. Tsai currently is a non-
affiliated shareholder of NETC. NETC is currently a SEC reporting company.
In December 1999 MAS Acquisition XIII Corp. ("MAS-XIII") acquired
LoanRates Online, Inc. ("LOAN") as a wholly owned subsidiary and renamed
to LoanRates Online.com, Inc. ("LROC"). Pursuant to the Plan and
Agreement of Reorganization, MAS-XIII issued 8,627,000 shares of Common
Stock for all of the issued and outstanding shares of LOAN and MAS
Capital Inc. returned 8,215,000 shares of Common Stock to MAS-XIII for
cancellation. A consultant of LOAN agreed to pay MAS Financial Corp. a
total of $90,000 in consulting fee. Mr. Tsai currently is a non-affiliated
shareholder of LROC. MAS Financial Corp. currently provides consulting
services to LROC. LROC is currently a SEC reporting company.
In March 2000 MAS Acquisition XIV Corp. ("MAS-XIV") were acquired
by PDC Innovative Industries, Inc ("PDCI") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XIV
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 250,000
shares of common stock of PDCI for consulting services. Mr. Tsai currently
is an affiliated shareholder PDCI and will become a non-affiliated
shareholder 90 days after his resignation as an officer/director. PDCI is
currently a SEC reporting company.
In February 2000 MAS Acquisition XV Corp. ("MAS-XV") were acquired
by National Rehab Properties, Inc. ("NRPI") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XV
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 125,000
shares of common stock of NRPI for consulting services. Mr. Tsai currently
is an affiliated shareholder NRPI and will become a non-affiliated
shareholder 90 days after his resignation as an officer/director. NRPI is
currently a SEC reporting company.
In February 2000 MAS Acquisition XVI Corp. ("MAS-XVI") were acquired
by Payforview.com Corp. ("PAYV") through MRC Legal Services Corporation.
("MRC") Pursuant to the Shell Acquisition and Stock Purchase Agreement, MAS
Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XVI for $80,000 to
MRC. In addition MRC agreed to pay MAS Capital Inc. 50,000 shares of common
stock of PAYV for consulting services. Mr. Tsai currently is an affiliated
shareholder PAYV and will become a non-affiliated shareholder 90 days after
his resignation as an officer/director. PAYV is currently a SEC reporting
company.
In March 2000 MAS Acquisition XVII Corp. ("MAS-XVII") were acquired
by Tianrong Internet Products and Services, Inc. ("TIPS") Pursuant to the
Stock Purchase Agreement, MAS Capital Inc. sold 8,250,000 shares of Common
Stock of MAS-XVII for $200,000. Mr. Tsai currently is an affiliated
shareholder TIPS and will become a non-affiliated shareholder 90 days after
his resignation as an officer/director. TIPS is currently a SEC reporting
company.
In March 2000 MAS Acquisition XVIII Corp. ("MAS-XVIII") were acquired
by Tianrong Building Material Holdings, Ltd. ("TNRG") Pursuant to the
Stock Purchase Agreement, MAS Capital Inc. sold 8,250,000 shares of Common
Stock of MAS-XVIII for $200,000. Mr. Tsai currently is an affiliated
shareholder TNRG and will become a non-affiliated shareholder 90 days after
his resignation as an officer/director. TNRG is currently a SEC reporting
company.
In March 2000 MAS Acquisition XIX Corp. ("MAS-XIX") were acquired
by Pinnacle Business Management, Inc. ("PCBM") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XIX
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 400,000
shares of common stock of PCBM for consulting services. Mr. Tsai currently is
an affiliated shareholder PCBM and will become a non-affiliated shareholder
90 days after his resignation as an officer/director. PCBM is currently a SEC
reporting company.
In March 2000 MAS Acquisition XX Corp. ("MAS-XX") were acquired
by Starfest, Inc. ("SFST") Pursuant to the Stock Purchase Agreement, MAS
Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XX for $100,000.
In addition SFST agreed to pay MAS Capital Inc. 150,000 shares of common stock
of SFST. Mr. Tsai currently is an affiliated shareholder SFST and will become
a non-affiliated shareholder 90 days after his resignation as an officer/
director. SFST is currently a SEC reporting company.
PRIOR BLANK CHECK OFFERINGS
Mr. Aaron Tsai was involved in a number of blank check offerings to
the public, while serving as an officer and or director of following
companies: On September 11, 1996, Multi Access Systems Inc. gifted 23,600
shares of its common stock in reliance on Regulation S to non-U.S. persons
for the purpose of increasing the number of shareholders. On July 1, 1997
MAS Acquisition I corp. and on March 16, 1997, MAS Acquisition II Corp.,
MAS Acquisition III Corp., MAS Acquisition IV Corp., MAS Acquisition V Corp.,
MAS Acquisition VI Corp., MAS Acquisition VII Corp., MAS Acquisition VIII
Corp., MAS Acquisition IX Corp., MAS Acquisition X Corp., MAS Acquisition XI
Corp., MAS Acquisition XII Corp., MAS Acquisition XIII Corp., MAS Acquisition
XIV Corp., MAS Acquisition XV Corp. and MAS Acquisition XVI Corp., each gifted
3,100 shares of its common stock, respectively, in reliance on Regulation S to
non-U.S. persons for the purpose of increasing the number of shareholders. On
September 30, 1998, MAS Acquisition III Corp. gifted 2,070 and MAS
Acquisition VI Corp. gifted 3,070 shares of its common stock, in reliance
on Regulation S to non-U.S. persons for the purpose of increasing the number
of shareholders. Other MAS Acquisition companies (Roman numerals 17 through
101) have made similar gifting of shares.
CONFLICTS OF INTEREST
Members of the Company's management is associated with other
firms involved in a range of business activities. Consequently, there
are potential inherent conflicts of interest in Aaron Tsai acting
as officer and director of the Company. Insofar as the officer
and director is engaged in other business activities, management
anticipates it will devote only a minor amount of time to the
Company's affairs.
The officer and director of the Company is and may in
the future become shareholder, officer or director of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individual acting on behalf of the
Company or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the
attention of such individual in the performance of his duties or
otherwise. The Company does not currently have a right of first
refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's
proposed business operations.
<PAGE>
The officer and director is, so long as he is officer or
director of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which
come to his attention, either in the performance of his duties
or in any other manner, will be considered opportunities of, and be
made available to the Company and the companies that he is
affiliated with on an equal basis. A breach of this requirement
will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officer
and director is affiliated with both desire to take advantage of
an opportunity, then said officer and director would abstain from
negotiating and voting upon the opportunity. However, the officer
and director may still take advantage of opportunities if
the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy
with respect to such transactions.
Aaron Tsai, President of the Company may be compensated in form
of shares of common stock of the Company upon completion of an
acquisition or merger. It is possible that such compensation may become
a factor in negotiations and present conflict of interest. Aaron Tsai
will use his best efforts to resolve equitably any conflicts that might
result during negotiations for an acquisition or merger.
There are no agreements or understandings for Aaron Tsai to resign
at the request of another person and that Aaron Tsai is not acting on
behalf of or will act at the direction of any other person except at the
time of the acquisition or merger and at the request of the controlling
persons of the acquisition or merger candidate. The Company expects that
the controlling persons of the acquisition or merger candidate will ask
all of the current Officers and Directors to resign at the time of the
acquisition or merger because they will become controlling persons of the
Company.
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Indiana,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
Company, or served any other enterprise as director, officer or
employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party
to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of the Company.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY
BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.
EXECUTIVE COMPENSATION.
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
None of the Company's current officers or directors receive
any compensation for their respective services rendered unto the
Company, nor have they received such compensation in the past.
They all have agreed to act without compensation until authorized
by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation
of a merger or acquisition. The Company currently has no funds
available to pay officer or directors. Further, none of the officer
or directors are accruing any compensation pursuant to any agreement
with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be
paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on
such transaction. Therefore, as a practical matter, if each member
of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company.
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
The Company plans to compensate Aaron Tsai, President of the
Company between 800,000 to 1,500,000 shares of Common Stock of the
Company for his services in connection with completion of an
acquisition or merger. The Company does not intend to compensate any
other Officers and Directors of the Company or consultants in
connection with completion of an acquisition or merger in any form
other than in form of Common Stock to the President of the Company
and in form of finders fee to the consultant(s).
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
PRINCIPLE STOCKHOLDERS
The following table sets forth certain information as of March 31,
2000 regarding the beneficial ownership of the Company's Common
Stock by (i) each stockholder known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, (ii)
by each Director and executive officer of the Company and (iii) by
all executive officer and Directors of the Company as a group. Each
of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Owned Shares owned
<S> <C> <C>
MAS Capital Inc. 8,250,000 96.83%
1710 E. Division St.
Evansville, IN 47711
Aaron Tsai (1) 8,250,000 96.83%
c/o MAS Capital Inc.
1710 E. Division St.
Evansville, IN 47711
All Directors & Officers 8,250,000 96.83%
as a group (1 person)
</TABLE>
- --------------------
(1) Aaron Tsai is an officer, director and controlling person of MAS
Capital Inc., the parent company of the Company.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
<PAGE>
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) Financial Statements are contained in Item 7.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
(c) Exhibits.
(3.0) Articles of Incorporation as filed with the Form
10-SB Registration Statement on April 15, 1999.
(3.1) Bylaws of the Company as filed with the Form
10-SB Registration Statement on April 15, 1999.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MAS ACQUISITION X CORP.
Date: April 25, 2000
By: /s/ Aaron Tsai
__________________________________
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at March 31, 2000 and the Statement of Operations for the
year ended March 31, 2000 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> MAR-31-2000
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<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
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<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 27
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 27
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 27
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<CGS> 0
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18)
<INCOME-TAX> 0
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<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18)
<EPS-BASIC> 0
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</TABLE>
