U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
Amendment No. 3
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(Name of Small Business Issuer)
Nevada 87-0629754
(State or Other (I.R.S. Employer
Jurisdiction of Identification
Incorporation or Number)
Organization)
3672 Cove Point Drive, Salt Lake City, UT 84109
(Address of Principal Executive Offices including Zip Code)
(801) 574-8000
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock, $.001 Par Value
PART I
Txon International Development Corporation the "Company") has elected to
file this Form 10-SB/A registration statement on a voluntary basis in order to
become a reporting company under the Securities Act of 1934. The primary
purpose for this is that the Company intends to be listed for trading on the
OTC Electronic Bulletin Board. Under the current NASD rules, in order to
become listed on the OTC Electronic Bulletin Board, a company now must be a
reporting company under the Securities Act of 1934. This registration
statement, including the information that may be incorporated herein by
reference, contains forward-looking statements including statements regarding,
among other items, the Company's business and growth strategies, and
anticipated trends in the Company's business and demographics. These forward-
looking statements are subject to a number of risks and uncertainties, certain
of which are beyond the Company's control. Actual results could differ
materially from these forward-looking statements as a result of risk factors
described in this section including among others, regulatory or economic
influences.
<PAGE> 1
ITEM 1. DESCRIPTION OF BUSINESS
Txon International Development Corporation(the "Company"), was
incorporated on January 29, 1998 under the laws of the State of Nevada to
engage in any lawful corporate undertaking, including, but not limited to
construction and development services for corporate global expansion. The
Company has been in the development stage since inception and has very
limited operations to date due to a lack of capital.
The Company will attempt to locate and negotiate for business
opportunities and development contracts, however, no assurances can be given
that the Company will be successful in locating or negotiating with any target
company. Some of the risks and problems the Company faces include:
* the absence of any operating revenues,
* the absence of any contracts,
* the absence of traditional office space,
* the lack of working capital,
* the likely inability to continue as a going concern absent a
substantial infusion of capital through the sale of additional
securities.
The nature of the company's actual business is to seek out major U.S.
companies that are expanding their business operations and are in need of real
estate development and construction services to help them grow and expand.
Txon is offering these services to growing companies based on the background
and experience of its officers and directors. (See Directors, Executive
Officers, Promoters, and Control Persons.) The five officers and directors,
and only employees of the company to date have spent the past 24 months
seeking business opportunities and making sales presentations in pursuit of
this goal. However, to date the company has received no finalized contracts.
The Company maintains its principal place of business at its office at
3672 East Cove Point Drive, Salt Lake City, Utah 84109. Each officer and
director of the company also currently works out of offices established in
their own homes in order to keep a low overhead during this startup and
business development phase. Regular daily and weekly meetings are held among
the officers and directors of the company at the company's principal place of
business in Salt Lake City and by frequent conference calls over the phone, by
fax, and by e-mail. See Item 3. Description of Property.
The Company has been formed to address what management believes is an
unmet demand for a single entity with the ability to provide an extensive
array of commercial real estate development and facility expansion services
to major U.S. and multinational corporations. Management believes that the
growing need of large corporations to establish facilities throughout the
United States and the world from which to expand into the global economy has
created demand for employee housing, ex-patriot compounds, office space,
manufacturing and related production facilities. Txon believes development,
construction and management capabilities on a world-wide basis can be met
most efficiently by a single provider.
The company does not have any significant assets. Its belief that it
will be able to provide marketable services is based solely on the skill,
experience and contacts of the individuals who are affiliated with the
<PAGE> 2
Company. At the present time the Company has five full time employees who
have received sporadic compensation due to the Company's minimal financial
situation. They have also received founder's shares of the Company. (See
"Directors, Executive Officers, Promoters and Control Persons"). The company
anticipates that its first projects will involve provision of development
services to companies who will themselves fund the acquisition, development
and construction of the real estate facilities they require. Depending on the
level of service provided, the Company will seek to surrender cash payments in
exchange for equity positions in some projects. The company will also seek
opportunities to joint venture real estate projects and other business
ventures.
No assurances can be given that the Company will be successful in
locating or reaching agreements with businesses willing to engage the
Company's services or enter into equity compensation or joint ventures with
it to develop, build or manage real estate projects, or that it will be able
to find financing sources sufficient to permit the Company to build such
projects itself.
The principals of the company plan to give any and all bid proposals out
at no cost to the company on a speculative basis. Any potential project
forthcoming will be based on a periodic draw basis to cover needed working
capital.
As a development stage company Txon to date has not undertaken any
projects since its inception. This is due to the company exhausting all of its
start-up working capital, which has created the likely inability to continue
as a going concern absent a substantial infusion of capital through the sale
of additional securities.
Still management believes as a result of Stephanie Harnicher's and
Robert Carter's long term employment as real property development
professionals and with the other members of the Company's management having
formed friendships and associations with experts in many of the areas in which
Txon seeks to provide real estate related services to large national and
international corporations seeking to build a variety of physical facilities
worldwide, Management believes these relationships will permit Txon to obtain
business income through consulting agreements, joint venture agreements,
subcontracts, and other opportunities, from persons and organizations who will
be willing to retain the Company for servicing their needs and custom
requirements wherever they may occur. It is hoped that these relationships,
coupled with the skill of Txon's inside management, will help to establish it
one day as a leader in the field of large-scale development and facility
expansion services.
The Company intends to operate through one main operating division which
is fee based development and construction services which is the management's
core expertise.
Txon's Development and Construction Services business is intended to
include site acquisition services, procurement of approvals and permits,
design and engineering coordination, construction bidding and management,
tenant finish coordination, general contracting and complete project advisory
services. These services are fee based for third party clients.
<PAGE> 3
It is anticipated that approximately 90% of the Company's projects and
clients will come from opportunities in other locations other than Utah, where
the Company's executive offices are located. The company is currently focusing
on potential projects with former associates or potential clients who have
expressed an interest to work with the Company on a contract basis to develop
and build projects in the United States and U.S. territories.
The company believes the broad geographic service area that management
will be able to cover through these relationships will lead to valuable
business opportunities of labor, design and construction. While the company
currently has no significant operations to date and has yet to achieve any
revenues even though all of its executives have held the same positions since
they became employees.
Stephanie Harnicher and Robert Carter both worked in real estate
development for many years. Seymour Tatar, an architect and project planner,
is Ms. Harnicher's father, and Jay Shapiro, who manages the company's office
and business administration, is her brother-in-law. These people have enjoyed
long-term personal relationships together.
The Company's internal culture is rooted in the long-standing belief on
its management in promoting talented individuals from within the organization
based on closely measured performance criteria. The Company believes that its
growth strategy, incentive-based compensation and the high level of ownership
by Company insiders will provide further motivation to achieve exceptionally
high performances.
Members of the Company's management have successfully developed
properties in many segments of the commercial real estate industry. The
Company believes that the experience and skill of its management may permit it
to operate in the large-scale development services industry despite the fact
that it does not presently have assets with which to fund any portion of its
business plan except the offering of real estate development services,
through its existing management.
MARKETING. The Company intends to market its services through personal
contact by members of Management with persons and organizations known to have
real property expansion needs. The company believes the most effective way
to identify and target potential clients is by personal contact of past
working relationships and then working through those circles of influence.
The next area of marketing company services is through secondary service
providers such as planners, architects, commercial real estate agents,
mortgage bankers, investor groups and community service groups. The industries
or project types in which this company has particular expertise is in
commercial and residential development and master-planned community
development.
Txon has already been approached by several landowners to assist them in
feasibility studies and joint development of properties. Most of these
potential business opportunities have come by way of contacts developed by the
Company's management prior to their association with the Company while they
were engaged in commercial real estate development, architecture,
construction, and engineering while employed by others. Some contacts have
evolved from the involvement of management in civic, philanthropic and
professional associations. Specifically, management has approached developers
who have pending plans for the construction of facilities in Utah, Texas,
Arizona, California, and Tinian a U.S. territory in the Marianna Islands on
<PAGE> 4
the Pacific Rim with a view to participating in the planning and construction
of the facilities either on a contract basis, or as a joint venture if funding
can be developed. As of this date there is still no guarantee that a final
development contract for the Company in these projects will be forthcoming.
Other than having many preliminary discussions and investigative conferences
the company has not entered into negotiations, bid on specific projects, or
otherwise come into a contractual relationship regarding any potential
development projects.
GENERAL BUSINESS PLAN
Txon International Development Corporation intends to operate as an
international land and facilities developer with projects targeted initially
in the United States, and futuristically throughout the world.
The company has brought together design, financial, business, project
management, and to become a full-service development organization. Txon's
Management believes it has the know-how and strategic relationships in
numerous disciplines to get things done on time with quality, and within
budget.
COMPETITION
The strong U.S. economy over the past few years has created an atmosphere
of business growth and expansion. Along with this growth has come added
development opportunity seekers looking to secure big projects with big
revenue potential. The Company's competitors and potential competitors have
greater financial and marketing resources than the Company. There can be no
assurance that the Company will not encounter increased competition in the
future which could limit its ability to establish, maintain or increase any
market share, which could adversely affect the Company's financial results in
the near or distant future. There can be no assurance that a continual
increase in competition will not be severely detrimental to the Company's
viability and longevity.
There are many well established concerns which have vastly greater
financial and personnel resources than the Company. In view of the Company's
extremely limited financial resources and limited number of management
personnel, the company expects to be at a competitive disadvantage compared to
the Company's competitors.
Competition in the real estate development business is based on scope of
services provided, fees charged and results achieved. Some of the Company's
competitors in this area have been in business longer, have more established
business relationships and have large dedicated research staffs which this
Company does not have. However, the Company believes that the knowledge,
experience and historical achievements of its management personnel over many
years allow it to find suitable business opportunities.
The greatest competitive advantage any business has is created by
building trust and confidence established through good, quality working
relationships. All businesses rely on relationships and alliances to build
on. To our benefit, Txon company executives and management through their past
business experiences have established good working relationships to build on.
<PAGE> 5
According to the National Real Estate Investor Association the largest
Real Estate Developers in the United States, based on total square feet under
development in North America are as follows:
* Gerald Hines Corporation in Houston, Texas
* Trammel Crow Corporation in Dallas, Texas
* Morrison Knudsen in Boise, Idaho
* Opus Group in Minnetonka, Minnesota
* Westcor Partners in Phoenix Arizona
* Carter-Oncor in Atlanta Georgia
* Zeckendorf Corp. in New York, New York
* Homart Company in Chicago, Illinois
RESEARCH AND DEVELOPMENT
As a start-up business with extremely limited financial and human
resources the company has spent no time establishing research and development
activities since inception.
GOVERNMENT APPROVAL
The Company must obtain certain government approvals and meet many
licensing requirements in order to provide the services it proposes to offer
in many States and foreign countries. The Company believes its existing
management and project affiliates will be able to meet the licensing and
project approval requirements in most states. Mr. Robert Carter-the Executive
Vice President will act as the interface with the appropriate oversight bodies
regarding regulations to maintain compliance. His experience as a two term
president of the Construction Industry Council, has familiarized him with DOC,
DOE, OSHA, HHS, DOI and DOL regulations and the requirements of the
Uniform Building Code adopted by many states. Most approvals are granted
pursuant to evaluation criteria which are generally consistent among the
majority of states. Though the Company's management has many years of
experience in dealing with local, state, federal and international government
regulations and approval processes, no assurance can be given that the
Company's experience and financial capabilities will be sufficient to meet the
requirements of the jurisdictions in which it intends to operate.
EFFECTS OF GOVERNMENTAL REGULATIONS; COMPLIANCE
WITH ENVIRONMENTAL LAWS
The construction and development industry is highly regulated. The
Company will be required to comply with a variety of federal, state and local
laws relating to its proposed building activities, the building materials it
uses, and the designs of its construction projects. These requirements vary
widely, depending on the location. While the Company believes it will be able
to remain in material compliance with all such laws, if it should be
determined that the Company is not in compliance with the law, the Company
could become subject to cease and desist orders, injunctive proceedings, civil
fines and other penalties.
COMPLIANCE WITH ENVIRONMENTAL LAWS
Under various federal, state, local and foreign environmental laws,
ordinances and regulations ("Environmental Laws"), a current or previous owner
or operator of real property may be liable for the cost of removal or
remediation of hazardous or toxic substances, on, under or in such property.
<PAGE> 6
Such laws often impose liability without regard to whether the owner or
operator knew of, or was responsible for, the release of such hazardous or
toxic substances. The presence of contamination from hazardous or toxic
substances, or the failure to remediate such contaminated property properly,
may adversely affect the owner's ability to sell or rent such real property or
to borrow using such real property as collateral. Persons who arrange for the
disposal or treatment of hazardous or toxic substances also may be liable for
the cost of removal or remediation of such substances at the disposal or
treatment facility, whether or not such facility is or ever was owned or
operated by such person. The operation and removal of certain underground
storage tanks also are regulated by federal and state laws.
In connection with the development, future ownership and or operation of
properties, including properties owned, leased or managed by other companies,
the Company could be held liable in part or in whole for the cost of remedial
action with respect to such regulated substances and storage tanks and claims
related to them. In addition to clean-up actions brought by federal, state and
local agencies, the presence of hazardous or toxic substances on a property
also could result in personal injury or similar claims by private plaintiffs.
There can be no assurance that federal, state and local agencies or private
plaintiffs will not bring such actions in the future, or that such actions, if
adversely resolved, would not have a material adverse effect on the Company's
business and results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Since inception the Company has incurred expenses of approximately
$350,000. These expenses related to personnel, overhead, office equipment,
legal and accounting, and expenses incurred in formulating the Company's
business plan, developing its marketing strategy, and initiating sales
efforts.
The Company has financed its activities primarily from the sale of its
common stock. During the eleven-month period ended December 31,1998 the
Company raised its initial start-up capital of $200,000 through the sale of
common stock to its founding principals. The Company raised an additional
$150,000 through the sale of common stock to investors.
In order to significantly reduce overhead costs while the Company is
experiencing current financial challenges, in August of 1999 the Company moved
out of the expensive office complex it was renting, and for the time being is
now using office space in the basement of a local residence which address is
3672 East Cove Point Drive, Salt Lake City, Utah 84109. We maintain all the
same administrative and marketing resources including an office phone number
of 801.278-8000 a fax number of 801.272-1000 and mobile numbers of
801.574-8000 and 801.557-1609.
During the coming year, Management plans to focus on sales, marketing and
initiating active project operations, and hopes to enter into contracts with
one or more companies which will produce revenues, though no assurance can be
given that this will be the case.
In order to meet anticipated expenses over the next twelve months, the
Company intends to seek additional risk capital through the sale of common
shares. No underwriter, agent or other person has agreed to assist the
Company in distributing any of its common shares, and no actions have been
<PAGE> 7
taken to ascertain whether to register such shares under the Securities Act of
1933 or rely on exemptions from registration to distribute such shares. No
assurance can be given that the Company will be able to sell securities to
meet its operating needs, or that if available, such sales could be effected
on terms acceptable to the Company. If the Company is not able to sell
additional securities to meet its operating expenses, it is doubtful that the
Company will be able to continue as a going concern.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time and has no agreements to
acquire any properties. The Company has moved out of the leased premises from
which it operated since the beginning of 1999.
As stated above, in order to significantly reduce overhead costs while the
company is experiencing current start-up financial challenges, in August of
1999 the Company moved out of the expensive office complex it was renting, and
for the time being is now using office space in the basement of a local
residence which address is 3672 East Cove Point Drive, Salt Lake City, Utah
84109. The company maintains all the same administrative and marketing
resources including an office phone number of 801.278-8000 a fax number of
801.272-1000 and mobile numbers of 801.574-8000 and 801.557-1609.
Management continues to donate office equipment needs without any agreements
or understandings and without cost.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of December 31, 1999, each person known by
the Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors and
officers of the Company as a group. The nature of the beneficial ownership in
each case of all officers and directors is that each one purchased their stock
in the Company as founders at the price of $.05 per share.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
- ------------------- -------------------- ----------
John Chris Kirch 1,046,500 20%
3672 Cove Point Dr.
Salt Lake City, UT 84109
Stephanie Harnicher 1,080,000 21%
5632 East Pioneer Fork Road
Salt Lake City, UT 84108
Robert E. Carter 900,000 17%
3739 Palmetto Creek
Kingwood, TX 77339
Seymour Tatar 600,000 11%
1023 Nantucket
Houston, TX 77057
<PAGE> 8
Jay Schapiro 300,000 6%
12 Ruby Field Court
Baltimore, MD 21209
All Executive Officers
and Directors as a
Group (5 Person) 4,000,000 75%
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has five Directors and Officers as follows:
Name Age Positions/Offices Held
- ------ --- ----------------------
John Chris Kirch 42 Chairman, Director
Stephanie Harnicher 41 President, CEO, Director
Robert E. Carter 58 Executive V.P., Director
Seymour Tatar 67 V.P. of Design, Director
Jay Schapiro 39 Secretary, Treasurer,
V.P. of Admin., Director
There are no agreements or understandings for any officer of director to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of, nor will they act at the direction of
any other person.
Set forth below are summaries of the business experience of the Directors
and Officers of the Company for at least the last five years:
John Chris Kirch, Chairman of the Board, Director & Head of Corporate
Development.
Mr. Kirch Age 42, has been a director of the Company since its inception
in January of 1998. While Mr. Kirch became chairman and head of corporate
development of this company in January 1998 at its inception. Also, at this
time he was still listed as an officer and director of Weston Hotels until his
official resignation in May of 1998. His experience during the interim
(over-lapping) period was that he was spending his time coordinating the
start-up of this company which was thought to be able to benefit both
companies. This belief however, proved not to be correct, and in May 1998 Mr.
Kirch officially resigned from Weston Hotels, and has remained chairman and
director of corporate development of this company ever since. His main role is
to facilitate the company's funding needs and promotional requirements.
Beginning in January of 1997, Mr. Kirch began preliminary work with
Weston Hotels and Properties, Inc., and from May of 1997 through May of 1998,
Mr. Kirch was Vice Chairman and Director of Corporate Development for that
corporation which operated as a Hotel operating company. While in the hotel
<PAGE> 9
business Mr. Kirch was involved in the areas of business planning and the
development of funding to expand this Hotel Chain. From April of 1994 to
December of 1996 Mr. Kirch was a cofounder and director of planning for
PharmaPrint, Inc., f/k/a ABT Global Pharmaceutical Corporation, out of the
University of Southern California School of Medicine. His specific role in
this start up and development stage company was to prepare its initial
business plan and arrange for start-up funding for the corporation through a
private placement offering.
Stephanie Harnicher, President, Chief Executive Officer & Director.
Ms. Harnicher Age 42, has been President, Chief Executive Officer and a
director of the Company since its inception in January of 1998. Her main role
is to oversee all operations and administrative controls of the company. Ms.
Harnicher has over 15 years experience in real estate development,
construction management, and real estate financial services, which includes 10
years in the Exxon land development division, 3 years with her own mortgage
loan services company and almost 2 years with this business.
In January 1995 Ms. Harnicher formed Entrepreneurs Mortgage Source, Inc.,
and from then through the present she has acted as President of that
corporation whose business is providing funding for residential and commercial
real estate projects. She quit devoting substantial time to this company in
January of 1998 when Txon was formed; but continues as an officer and director
thereof. Stephanie Harnicher did not conduct any business experiences from
March of 1992 until January 1995 as she went through a difficult pregnancy,
and then spent her time at home recovering from giving birth to TRIPLETS as
well as staying home to take care of her children during their early infancy.
From October, 1981 through March 1992 Ms. Harnicher worked in several
positions at Exxon Corporation or its subsidiaries for ten years, where she
was active in strategy, investment analysis, financing, real estate
development and marketing of commercial and residential real estate projects.
Ms. Harnicher was a key person in the development and marketing for Exxon of
many shopping centers, office complexes and land development projects. During
her 10 year tenure at Exxon, Ms. Harnicher managed various leasing, sales and
administrative personnel to fully coordinated all aspects of construction,
design, legal and property management functions. Prior to Exxon she has also
served as a financial consultant to Westinghouse, McDonald Douglas, Gould and
the U.S. Navy, as well as an instructor of Finance at the University of
Houston. Ms. Harnicher has strong community ties and is a member of several
business, civic, and community groups, including the National Association of
Women Business Owners, the Utah Professional Women's Association, and the
Beta Gamma Sigma Honorary Business Fraternity. Past associations include The
National Mortgage Bankers Association, Rotary, Park City and Salt Lake City
Chambers of Commerce, Executive Womans' Association and has served as
President of her College Association for 10 years.
Ms. Harnicher received her undergraduate degree from Goucher College and
her Masters of Business Administration concentrating in finance and
investments from the George Washington University, Washington, D.C. She
graduated with top honors and was invited to join the Beta Gamma Sigma
honorary Business Fraternity. Her business and professional history includes
almost two decades of multifaceted management experience in finance,
marketing, and real estate development.
<PAGE> 10
Robert E. Carter, Executive Vice President, Head of Worldwide Project
Management, & Director.
Mr. Carter, age 58, has been Executive Vice President, and a director of
the Company since its inception in January of 1998. Mr. Carter's multi-
disciplined professional expertise stems from his career as a managing
engineer in the building, development, and energy industry for over 25 years.
Mr. Carter speaks English, Russian, and Spanish. He has been able to
adapt to different cultures effectively working as a corporate team player
and/or leader to manage and complete assignments on time and within budget in
difficult foreign locations. His diversified experience ranges from complex
renovations of aerospace testing and laboratory environments, to hospitals and
medical support facilities, from multimillion dollar premier office buildings,
hotels and retail centers to large secure expatriate private housing
communities. From January 1995 through January 1998 Mr. Carter worked as an
independent contract manager under the auspices of Carter, Corbett and
Associates, where he facilitated the start-up marketing, accounting, financial
reporting and daily operation of an entrepreneurial business, which has
provided project development/ management services in Russia, Ukraine,
Nigeria, Egypt, England, Germany, France and Belgium for several
multinationalcompanies, defining missions or providing feasibility studies,
project funding, planning and/or implementation.
From January 1982 through December 1994 Mr. Carter worked for Exxon's
Houston development company as senior international project manager for twelve
years. He provided management services for local and overseas corporate
ventures, while developing foreign networks to expedite contract demands. Mr.
Carter analyzed and provided feasibility studies with long-term investment
planning for capital projects, as well as responsibility for stewardship of
schedules, budgets, and reporting.
At Exxon he constructed and managed 230,000 square meters of Class A
office buildings and hotels, 10,000 square meters of commercial retail space,
and served as a key person for three (3) planned residential communities with
supporting infrastructure, including schools, religious facilities and
municipal buildings.
Seymour M. Tatar, Vice President of Design & Project Planning.
Mr. Tatar, age 67, has been Vice President, and a director of the
Company since its inception in January of 1998. Prior to joining Txon Mr.
Tatar has been an independent architect for over 25 years with a highly
successful professional career completing over 300 projects in architecture,
urban design, site planning, contracting, construction management, and real
estate development. Mr. Tatar's responsibilities for Txon will be to do
landscape and project design, programming, space planning, feasibility, urban
renewal, city planning, civic and tax increment district design, engineering
and specialized consultant coordination, educational and library behavioral
research, on-site construction management.
Mr. Tatar's tasks will also include bringing together teams of
specialized professional consultants, directing them to accomplish specific
complex tasks in a comprehensive manner. He is also to analyze cost control,
site selection, lighting, acoustics, environmental assessments, real estate
appraisal, traffic, food handling, asbestos removal, marketing, legal,
<PAGE> 11
business and economic feasibility - all in response to an assignment's special
needs.
Mr. Tatar has been professionally registered in fourteen states, is
currently accredited by the National Council of Architectural Registration
Board, and participates in several professional and civic associations.
Jay Schapiro, Vice President of Administration, Director and Secretary.
Mr. Schapiro, age 39, has been an officer and director of the company
since August 1998. Mr. Schapiro's duties include managing daily office and
financial administration of the company, along with maintaining all books and
records as the corporate secretary.
From October 1997 he acted as a securities trader for his own account.
From January 1995 to September 1997 he served as Mid Atlantic Market manager
for MCI Cellular where he oversaw the build out of twelve facilities,
concurrently with managing and marketing programs, the staffing and providing
profit/loss reports for the region. From March 1993 to April 1995 Mr. Schapiro
served as a development manager for Petstuff, Inc., a chain of large format
pet supply stores, coordinating the opening of the initial five locations.
Directors and officers of the Company have served in their respective
capacities since January 28, 1998 except Mr. Schapiro, age 39, who has been an
officer and director of the company since August 1998. All officers and
directors will serve for consecutive periods of one year each, or until their
successors have been elected and accepted their positions.
At the present time, all of the officers and directors of the Company are
devoting essentially full time to the business of the Company despite the
inability of the Company to compensate them. Without funding or business
generated income, of which no assurance can be given, management will not be
able to continue to serve without pay indefinitely.
The company's executive officers and directors does include the
following family relationships- Seymour Tater, an architect and project
planner, is Stephanie Harnicher's father, and Jay Schapiro, who manages the
company's office and business administration, is her brother-in-law.
ITEM 6. EXECUTIVE COMPENSATION.
The following table sets forth the cash compensation paid or accrued for
services rendered in all capacities to the Company in 1999, to the Officers
and Directors of the Company (the "Named Executives").
SUMMARY COMPENSATION TABLE SUMMARY COMPENSATION TABLE
FISCAL 1999 ANNUAL COMPENSATION
Executives of the Company were paid the following cash consideration
during the fiscal year ended September 30, 1999.
<PAGE> 12
Salary Bonus Other
Name & Principal Annual Long Term
Position Compensation Compensation Awards
John Chris Kirch $1,384.62 --- --- ---
Chairman
Stephanie Harnicher $5,000.00 --- --- ---
President, CEO, & Director
Jay Schapiro $18,000.00 --- ---
Vice President, & Director
While the Company paid out to the Company's Chairman, President, and
Vice President the compensation and salaries listed above, there are no
employment agreements in effect as of this time. The Company is considering
implementing employment agreements which would be in effect for an initial
term of two years and then renew automatically for successive one-year terms
unless terminated earlier according to the terms therein.
The Company currently has no obligations to compensate any other of its
executive officers or directors at this time but retains the right to do so as
it sees fit. The Company is considering instituting an incentive stock option
or stock bonus plan for its executive officers, but currently has no such plan
in place. 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 to date. There is no other compensation arrangement
other than the issuance of the Company's Common Stock as set forth in Item 4
above.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On February 25, 1999 the Company issued a total of 4,000,000 shares of
Common Stock of the company to the five founders and officers and directors
for total of $200,000.00 in cash ($.05 per share):
NAME NUMBER OF TOTAL SHARES CONSIDERATION
- ----- ---------------------- ------------
John Chris Kirch 1,100,000 $55,000
Stephanie Harnicher 1,100,000 $55,000
Robert E. Carter 900,000 $45,000
Seymour Tatar 600,000 $30,000
Jay Schapiro 300,000 $15,000
--------
$200,000
Between March 1, 1999 and March 28, 1999 the company sold an
aggregate of 1,500,000 shares of its common stock to a total of 31 investors
at a sales price of $.10 per share pursuant to an exemption from registration
provided by Regulation D of Rule 504 promulgated under the Securities Act of
1933 as to which Notice of Sale on Form D was filed with the Securities and
Exchange Commission on March 8, 1999. These securities were sold for cash.
The increase from $.05 paid for common shares by founders and the $.10
purchase price for which shares were sold to outside investors is attributable
to (1) the amount of capital the Company needed to raise to continue its
operations, (2) the price which prospective investors indicated
<PAGE> 13
they would be willing to pay for shares, and (3) the fact that an agreement in
principle had been reached related to the Furst Construction Company
acquisition,(which was canceled on November 15, 1999 due to the lack of
funding ability of Txon) but was an agreement which management believed at
that time had the potential to significantly increase the long term worth of
the Company's shares. There were no underwriting discounts or commissions
involved in the sale of these securities.
SEPTEMBER 30, 1999 AUDITED FINANIAL STATEMENT, NOTE 5 - RELATED PARTY
TRANSACTIONS states during 1998 the Company borrowed $40,000 from John Chris
Kirch an officer and shareholder, to pay administrative expenses. Subsequently
in 1998 $23,800 was repaid to Mr. Kirch and in 1999 $16,200 was converted to
paid in capital in excess of par value. As of September 30,1999 the Company
has no outstanding loans.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, par value $.001 per share, and 10,000,000 shares of
Preferred Stock, par value $.001 per share. The following statements
relating to the capital stock are summaries. Reference is made to the more
detailed provisions of, and such statements are qualified in their entirety by
the Certificate of Incorporation and the By-laws of the Corporation, copies
of which are filed as exhibits to this registration statement.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock
do not have cumulative voting rights. Holders of common stock are entitled to
share proratably in dividends, if any, as may be declared from time to time
by the Board of Directors in its discretion from funds legally available
therefor.
In the event of a liquidation, dissolution or winding up of the Company,
the holders of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of the outstanding
shares of common stock are, fully paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion or redemption rights
or sinking fund provisions with respect to the common stock.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the issuance
of 10,000,000 shares of preferred stock, $.001 par value per share, of
which no shares have been issued. The Board of Directors is authorized to
provide for the issuance of shares of preferred stock in series and, by
filing a certificate pursuant to the applicable law of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions
thereof without any further vote or action by the shareholders. Any shares
of preferred stock so issued would have priority over the common stock with
respect to dividend or liquidation rights.
<PAGE> 14
Any future issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the Company without
further action by the shareholders and may adversely affect the voting and
other rights of the holders of common stock. At present, the Company has no
plans to issue any preferred stock nor adopt any series, preferences or other
classification of preferred stock.
Under certain circumstances, the issuance of Preferred Stock could
adversely affect the voting power of the holders of the Common Stock. The
Company has no present plans to issue any Preferred Stock.
The Company does not expect to pay dividends. Dividends, if any, will be
contingent upon the Company's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends, if any, will
be within the discretion of the Company's Board of Directors. The Company
presently intends to retain all earnings, if any, for use in its business
operations and accordingly, the Board of Directors does not anticipate
declaring any dividends in the foreseeable future.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no trading market for the Company's Common Stock at present
and there has been no trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does develop,
that it will continue.
(a) Market Price. The Company's Common Stock is not quoted at the
present time.
(b) Holders. There are now 54 holders of the Company's Common
Stock, five of whom are officers and/or directors of the Company. The balance
are the original January to March 1999 offering investors, and subsequent
private transactions amongst those shareholders not related to the company.
(c) There are no outstanding warrants or options giving any person the
right to acquire any shares of the Company, and none of its outstanding common
shares are eligible to be sold under Rule 144. The Company intends to
publicly offer common shares to raise investment capital, but no details of
any such proposal have been agreed upon. There are no employee benefit or
dividend reinvestment plans which could have a material effect on the market
price, if any, of the Company's common shares.
(d) Dividends. There are no restrictions that limit the ability to pay
dividends on the Company's common stock. However, the Company has not
paid any dividends to date, and has no plans to do so in the foreseeable
future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
<PAGE> 15
The Company has not changed accountants since its formation and there
are no disagreements with the Company's accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past Twelve months, the Company has sold securities which were
not registered as follows:
NAME NUMBER OF CONSIDERATION
SHARES
John Chris Kirch (1) 1,100,000 $55,000
Stephanie Harnicher (2) 1,100,000 $55,000
Robert E. Carter (3) 900,000 $45,000
Seymour Tatar (4) 600,000 $30,000
Jay Schapiro (5) 300,000 $15,000
(1) Mr. Kirch is an officer and director of the Company and the beneficial
owner of such shares.
(2) Ms. Harnicher is an officer and director of the Company and the beneficial
owner of such shares.
(3) Mr. Carter is an officer and director of the Company and the beneficial
owner of such shares.
(4) Mr. Tatar is an officer and director of the Company and the beneficial
owner of such shares.
(5) Mr. Schapiro is an officer and director of the Company and the beneficial
owner of such shares.
Founder's stock was originally issued to the 5 founding Officers &
Directors of the Company on a private placement basis in January and October
of 1998. From January 1, 1999 to March 30, 1999 the Company sold 1,500,000 of
its common shares to 31 persons without registration under the Securities Act
of 1933 in reliance on the exemption from registration provided by section
3(b) of the Securities Act of 1933 and Rule 504 of Regulation D thereunder.
The Company received total gross proceeds of $150,000 from these sales.
Since this time, from April 1999 through December 1999 two Officers and
Directors of the Company gifted stock to a total of 13 family members and
close friends. These transactions were made pursuant to Section 4(2) of the
Securities Act as isolated private transactions, because the transactions did
not involve the Company, and did not involve a public offering, and was thus
exempt from the registration requirements of the Securities Act. During this
period five other transactions among shareholders occurred unrelated to the
Company or its Officers and Directors bringing the total number of
shareholders to 54.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
<PAGE> 16
The General Corporation Law of the State of Nevada provides that
a Nevada corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees and agents, against expenses
incurred in any action, suit or proceeding. That law provides that a
certificate of incorporation may contain a provision eliminating the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a director
(i)for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Nevada, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such a provision
which provides for the indemnification of officers and directors of the
Company to the full extent permissible under Nevada law.
PART F/S
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
- : -
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
<PAGE> 17
____________________________________________________________________________
ROBISON, HILL & CO. Certified Public Accountants
A Professional Corporation
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Txon International Development Corporation
Salt Lake City, Utah
Board Members:
We have audited the accompanying balance sheet of Txon International
Development Corporation (a development Stage Company) as of September 30, 1999
and 1998, and the related statements of operations, changes in stockholders'
equity, and cash flows for the year ended September 30, 1999 and the period
January 29, 1998 (inception)to September 30, 1998 then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Txon International
Development Corporation (a development Stage Company), as of September 30,
1999 and 1998 and the results of its operations, and its cash flows for the
year ended September 30, 1999 and the period January 29, 1998 (inception) to
September 30, 1998 then ended in conformity with generally accepted accounting
principles.
Respectfully submitted,
/s/ Robison, Hill & Co.
---------------------------
Certified Public Accountants
Salt Lake City, Utah
November 2, 1999
1366 East Murray Holladay Road, Salt Lake City, Utah 84117-5050
Telephone *801-272-8045, Facsimile 801-277-9942
F-1
<PAGE> 18
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
BALANCE SHEET
September 30,
1999 1998
------------- -------------
ASSETS
Cash in bank $ 1,035 $ 83,468
Investments - 6,000
------------- -------------
Total Assets $ 1,035 $ 89,468
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 86 $ 12,251
Accrued expenses - 6,031
Accounts payable - officers - 16,200
------------- -------------
Total Liabilities 86 34,482
------------- -------------
Stockholders' Equity
Preferred stock (par value $0.001), 10,000,000
shares authorized, no shares issued at
September 30, 1999 and 1998 - -
Common stock (par value $0.001), 50,000,000
shares authorized, 5,231,000 and 2,200,000
shares issued at September 30, 1999 and 1998 5,231 2,200
Capital in excess of par value 357,484 107,800
Deficit accumulated during development stage (361,766) (55,014)
------------- -------------
Total Stockholders' Equity 949 54,986
------------- -------------
Total Liabilities and Stockholders' Equity $ 1,035 $ 89,468
============= =============
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE> 19
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
Cumulative
For the Year For the Period Since
Ended Ended Inception of
September 30, September 30, Development
1999 1998 Stage
------------- --------------- ------------
Revenues $ - $ - $ -
------------- --------------- ------------
Expenses
Selling, general and
administrative expenses 306,752 55,014 306,840
------------- --------------- ------------
Operating Loss (306,752) (55,014) (306,840)
------------- --------------- ------------
Other income (expense):
Interest expense - - -
------------- --------------- ------------
Loss before taxes (306,752) (55,014) (306,840)
Income taxes - - -
------------- --------------- ------------
Net Loss $ (306,752) $ (55,014) $ (306,840)
============= =============== ============
Basic per Share Amounts
Net Income (Loss) $ ( .08) $ ( .06)
============= ===============
Weighted Average Shares Outstanding 3,715,500 854,144
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 20
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Common Stock Accumulated
------------------------------------ During
Preferred To Be Issued Excess of Development
Stock Shares Shares Amount Par Value Stage
--------- ------------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stock issued in exchange for cash - 2,200,000 - $ 2,200 $ 107,800 $ -
Net Loss - - - - - (55,014)
--------- ------------- ---------- ---------- ----------- -----------
Balance September 30, 1998 - 2,200,000 - 2,200 107,800 (55,014)
Stock issued - (2,200,000) 2,200,000 - - -
Stock issued in exchange for cash - - 3,031,000 3,031 210,069 -
Contributed Capital - - - - 39,615 -
Net Loss - - - - - (306,752)
--------- ------------- ---------- ---------- ----------- -----------
Balance September 30, 1999 - - 5,231,000 $ 5,231 $ 357,484 $ (361,766)
========= ============= ========== ========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
</TABLE>
<PAGE> 21
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Cumulative
For the Year For the Period Since
Ended Ended Inception of
September 30, September 30, Development
1999 1998 Stage
------------ -------------- ------------
Cash Flows from Operating Activities:
Cash paid to suppliers and employees $ 318,948 $ 20,532 $ 339,480
------------ -------------- ------------
Net cash used in operating
activities (318,948) (20,532) (339,480)
------------ -------------- ------------
Cash Flows from Investing Activities:
Investment in deferred development
costs - (6,000) (6,000)
------------ -------------- ------------
Net cash used by investing
activities - (6,000) (6,000)
------------ -------------- ------------
Cash Flows from Financing Activities:
Proceeds from common stock
to be issued 213,100 110,000 323,100
Contributed capital from officers 23,415 - 23,415
------------ -------------- ------------
Net cash provided by financing
activities 236,515 110,000 346,515
------------ -------------- ------------
Net change in cash and cash
equivalents (82,433) 83,468 1,035
Cash and cash equivalents at
beginning of year 83,468 - -
------------ -------------- ------------
Cash and cash equivalents at
end of year $ 1,035 $ 83,468 $ 1,035
============ ============== ============
Reconciliation of Net Loss to Net
Cash Used in Operating Activities:
Net loss (306,752) (55,014) (361,766)
Adjustments used to reconcile net
loss to Net cash used in operating
activities:
Loss on Investments 6,000 - 6,000
Increase (Decrease)in accounts payable (12,165) 12,251 86
Increase (Decrease) in accrued expenses (6,031) 6,031 -
Increase in accounts payable officers - 16,200 16,200
------------ -------------- ------------
Net cash used in operating activities $ (318,948) $ (20,532) $ (339,480)
============ ============== ============
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Shareholder advances of $16,200 were converted to Capital in Excess of Par
Value.
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 22
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
- --------------------------------------------------------
This summary of accounting policies for Txon International Development
Corporation is presented to assist in understanding the Company' financial
statements. The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Organization and Basis of Presentation
- --------------------------------------
The Company was incorporated under the laws of the state of Nevada on January
29, 1998 as Weston International Development Corporation. On July 28, 1998
the name of the Company was changed to Txon International Development
Corporation. The primary business of the Company is the acquisition,
development, construction and operation of real properties. The Company is in
the development stage since January 29, 1998 (inception) and has not commenced
planned principal operations.
Nature of Business
- ------------------
The Company intends to acquire interests in various business opportunities,
which in the opinion of management will provide a profit to the Company.
Cash Equivalents
- ----------------
For the purpose of reporting cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
- --------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
F-6
<PAGE> 23
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)
- -------------------------------------------------------------------
Concentration of Credit Risk
- ----------------------------
The Company has no significant off-balance-sheet concentrations of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements. The Company maintains the majority of its cash balances with
one financial institution, in the form of demand deposits.
Net Loss per Common Share
- -------------------------
There are no outstanding common stock equivalents for 1999 and 1998 and are
thus not considered.
The reconciliations of the numerators and denominators of the basic EPS
computations are as follows:
1999
---------------------------------
Number
of
Loss Shares Loss Per
(numerator)(denominator) Share
----------- ------------ --------
Loss to Common Shareholders (306,752) 3,715,500 (0.08)
=========== ============ ========
1998
---------------------------------
Number
of
Loss Shares Loss Per
(numerator)(denominator) Share
----------- ------------ --------
Loss to Common Shareholders (55,014) 854,144 (0.06)
=========== ============ ========
F-7
<PAGE> 24
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
(Continued)
NOTE 2 - INCOME TAXES
- ---------------------
The Company has accumulated tax losses estimated at $360,000 expiring in years
beginning 2013. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs. The amount of net operating loss carryforward available to offset
future taxable income will be limited if there is a substantial change in
ownership. In accordance with SFAS No. 109, a valuation allowance is provided
when it is more likely than not that all or some portion of the deferred tax
asset will not be realized. Due to the uncertainty with respect to the
ultimate realization of the net operating loss carry forward, the Company
established a valuation allowance for the entire net deferred income tax asset
as of September 30, 1999.
NOTE 3 - GOING CONCERN / DEVELOPMENT STAGE
- ------------------------------------------
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage. Continuation of the Company as a going concern is
dependent upon obtaining the additional working capital necessary to be
successful in its planned activity, and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding and long term financing, which will enable the
Company to operate for the coming year.
NOTE 4 - COMMITMENTS
- --------------------
As of September 30, 1999 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
NOTE 5 - RELATED PARTY TRANSACTIONS
- -----------------------------------
During 1998 the Company borrowed $40,000 from an officer and shareholder to
pay administrative expenses. During 1998, $23,800 was repaid. During 1999,
the remaining $16,200 was converted to contributed capital. As of September
30, 1999, the principal owing is $0 .
During 1998 the Company paid $3,000 to an officer for rent of office space.
F-8
<PAGE>
PART III
Exhibit No. Description
- ---------- -----------
2.1 ARTICLES OF INCORPORATION *
2.2 BY-LAWS *
27 FINANCIAL DATA SCHEDULE **
(*) previously filed with the company's initial Form 10-SB General
Form for Registration of Securities of Small Business Issuer
filed with the Securities and Exchange Commission on September
9,1999 and with the amended filing on December 30,1999.
(**) Previously filed with the Company's Form 10 SB Amendment No. 2
Filed with the Securities and Exchange Commission on January 27,
2000
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf
by the undersigned thereunto duly authorized.
TXON INTERNATIONAL DEVELOPMENT
CORPORATION.
Date: 2-20-00 By: /s/ John Chris Kirch
John Chris Kirch, Chairman
