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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 10-KSB
( X ) Annual Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.
For the Year Ended December 31, 1999
() Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from __________ to __________.
Commission File Number:
FIRST BUSINESS SERVICE GROUP, INC.
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(Exact name of Registrant as specified in its Charter)
Florida Pending
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(State of or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
2503 W. Gardner Ct., Tampa, FL 33611
Address of Principle Executive Offices:
(813) 831-9348
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Registrant's telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
1,000,000 Common Shares
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by 7 Section 13 or 15(d) of the Securities Exchange act of 1934
during the preceding 12 months (or for such other shorter period that the
registrant was required to file such reports), and (20 has been subject to such
filing requirements for the past 90 days. ___ Yes _X_No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by referencing Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. _X__
Issuer's revenues for the most recent fiscal year: NONE
The aggregate market value of the voting stock held by non-affiliates of the
registrant at December 31, 1999 was $0. Shares of common stock held by each
officer and director and by each person who owns more that 5% of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of April 28, 2000.
1,000,000 Common Shares
Documents Incorporated By Reference - NONE
Transitional small business disclosure format. ___ Yes _X_No
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First Business Service Group, Inc.
FORM 10 - KSB
Table of Contents
PART I.
ITEM 1. Description of Business 3
ITEM 2. Properties 10
ITEM 3. Legal Proceedings 10
ITEM 4. Submission of Matters to a Vote of 10
Security Holders
PART II
ITEM 5. Market for the Common Deficit and
Related Stockholder Matters 10
ITEM 6. Plan of Operation
10
ITEM 7. Financial Statements 13
ITEM 8. Changes In and Disagreements With 21
Accountants on Accounting and
Financial Disclosures
PART III
ITEM 9 Directors, Executive Officers,
Promoters and Control Persons;
Compliance with Section 16(a) of the 21
Exchange Act
ITEM 10 Executive Compensation 23
ITEM 11 Security Ownership of Certain 24
Beneficial Owners and Management
ITEM 12 Certain Relationships and Related 25
Transactions
ITEM 13 Exhibits, Financial Statement 28
Schedules and
Reports on Form 8-K
Signatures 29
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PART I.
ITEM 1 - DESCRIPTION OF BUSINESS
We were organized under the laws of the State of Florida in March 1999. Since
inception, our primary activity has been directed to organizational efforts. We
were formed as a vehicle to acquire or be acquired by a private company desiring
to become an SEC reporting company in order thereafter to secure a listing on
the over the counter bulletin board. This type of acquisition is sometimes
referred to as a reverse merger. Companies such as ours are called blank check
companies, meaning a company that:
o Is a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a merger
or acquisition with an unidentified company or companies, or other entity
or person
o Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities
Exchange Act of 1934
We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warrants, engage in business combinations
presented to us by persons or firms who or which desire to become an SEC
reporting company. We will not restrict our search to any specific business or
industry, but will limit ourselves to acquisitions located by our president.
We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating and analyzing business
combinations will be paid with funds contributed as a capital contribution by
our president. Management has placed no cap on the amount of funds they will
lend. This is based on a written agreement between our president and us. This
capital contribution will not be returned either by us or by the company we
acquire either before or after the merger. In addition, we have no preliminary
agreements or understandings with any other person or entity concerning loans or
capital contributions.
Risk Factors
Our business is subject to numerous risk factors, including the following:
WE HAVE NO OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS. We have had
no operating history nor any revenues or earnings from operations. We have no
significant assets or financial resources. We have operated at a loss to date
and will, in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. Our management has agreed to pay, without repayment by us, all
expenses incurred by us until a business combination occurs.
WE HAVE ONLY ONE DIRECTOR AND ONE OFFICER. Our president and sole officer
is Michael T. Williams who is also our sole director and our sole shareholder.
Because management consists of only one person, we do not benefit from multiple
judgements that a greater number of directors or officers would provide and we
will rely completely on the judgement of our sole officer and director when
selecting a target company. The decision to enter into a business combination
will likely be made without detailed feasibility studies, independent analysis,
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market surveys or similar information which, if we had more funds available to
us, would be desirable. Mr. Williams anticipates devoting only a limited amount
of time per month to the business. Mr. Williams has not entered into a written
employment agreement with us and he is not expected to do so. We have not
obtained key man life insurance on Mr. Williams. The loss of the services of Mr.
Williams would adversely affect the development of our business and our
likelihood of continuing operations.
CONFLICTS OF INTEREST. Mr. Williams, our president, participates in other
business ventures that may compete directly with us. Additional conflicts of
interest and non-arms length transactions may also arise in the future. We have
adopted a policy that we will not enter into a business combination with any
entity, which is in any way wholly owned or partially beneficially owned by any
officer, director, promoter, affiliate or associate of us. The terms of business
combination will likely include the resignation of our present officer and
director. The terms of a business combination may provide for a payment by cash
or otherwise to Mr. Williams for the purchase or retirement of all or part of
his common stock of the Company by a target company or for services rendered
incident to or following a business combination. Mr. Williams would directly
benefit from such payment. Such benefits may influence Mr. Williams's choice of
a target company. Our Certificate of Incorporation provides that we may
indemnify our officers and/or directors for liabilities, which can include
liabilities arising under the securities laws. Therefore, our assets of could be
used or attached to satisfy any liabilities subject to such indemnification.
OUR PROPOSED OPERATIONS ARE SPECULATIVE. The success of our proposed plan
of operation will depend to a great extent on the operations, financial
condition and management of the identified target company. While business
combinations with entities having established operating histories are preferred,
there can be no assurance that we will be successful in locating candidates
meeting such criteria. In the event we complete a business combination the
success of our operations will be dependent upon management of the target
company and numerous other factors beyond our control. There is no assurance
that we will identify a target company and consummate a business combination.
PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a public market
develops for our securities following a business combination, such securities
may be classified as a penny stock depending upon their market price and the
manner in which they are traded. The Securities and Exchange Commission has
adopted Rule 15g-9 which establishes the definition of a "penny stock," for
purposes relevant to us, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share
whose securities are admitted to quotation but do not trade on the Nasdaq
SmallCap Market or on a national securities exchange. For any transaction
involving a penny stock, unless exempt, the rules require delivery of a document
to investors stating the risks, special suitability inquiry, regular reporting
and other requirements. Prices for penny stocks are often not available and
investors are often unable to sell such stock. Thus an investor may lose his
investment in a penny stock and consequently should be cautious of any purchase
of penny stocks.
THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. We are and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities. A large
number of established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may be merger
or acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than we do and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, we will also compete with numerous
other small public companies in seeking merger or acquisition candidates.
THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM
REQUIREMENTS FOR BUSINESS COMBINATION. We have no current arrangement, agreement
or understanding with respect to engaging in a business combination with a
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specific entity. There can be no assurance that we will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business within an
industry has been selected for a target company. We have not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which we will require a target company to have
achieved, or without which we would not consider a business combination with
such business entity. Accordingly, we may enter into a business combination with
a business entity having no significant operating history, losses, limited or no
potential for immediate earnings, limited assets, negative net worth or other
negative characteristics. There is no assurance that we will be able to
negotiate a business combination on terms favorable to us.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Pursuant to the
requirements of Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act"), we are required to provide certain information about significant
acquisitions including audited financial statements of the acquired company.
These audited financial statements must be furnished within 75 days following
the effective date of a business combination. Obtaining audited financial
statements are the economic responsibility of the target company. The additional
time and costs that may be incurred by some potential target companies to
prepare such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by us. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable. Notwithstanding a target
company's agreement to obtain audited financial statements within the required
time frame, such audited financials may not be available to us at the time of
effecting a business combination. In cases where audited financials are
unavailable, we will have to rely upon unaudited information that has not been
verified by outside auditors in making its decision to engage in a transaction
with the business entity. This risk increases the prospect that a business
combination with such a business entity might prove to be an unfavorable one for
us.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. We have neither
conducted, nor have others made available to us, market research indicating that
demand exists for the transactions contemplated by us. Even in the event demand
exists for a transaction of the type contemplated by us; there is no assurance
we will be successful in completing any such business combination.
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REGULATION UNDER INVESTMENT COMPANY ACT. In the event we engage in
business combinations which result in us holding passive investment interests in
a number of entities, we could be subject to regulation under the Investment
Company Act of 1940. In such event, we would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the Securities
and Exchange Commission as to our status under the Investment Company Act of
1940 and, consequently, any violation of such Act could subject us to material
adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of our common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling interest in the
Company. As a condition of the business combination agreement, Mr. Williams, our
sole shareholder, may agree to sell or transfer all or a portion of his common
stock in order to provide the target company with all or majority control. The
resulting change in control of the Company will likely result in removal of our
present officer and director and a corresponding reduction in or elimination of
his participation in our future affairs.
POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION. A business
combination normally will involve the issuance of a significant number of
additional shares. Depending upon the value of the assets acquired in such
business combination, the per share value of our common stock may increase or
decrease, perhaps significantly.
TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination we may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. We intend
to structure any business combination so as to minimize the federal and state
tax consequences to both us and the target company; however, there can be no
assurance that such business combination will meet the statutory requirements of
a tax-free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
Management of the Company
We have no full time employees. Michael T. Williams is our sole officer, sole
director and sole shareholder. Mr. Williams, as our president, has agreed to
allocate a portion of his time to our activities without compensation. Potential
conflicts may arise with respect to the limited time commitment by Mr. Williams
and the potential demands of our activities.
The amount of time spent by Mr. Williams on our activities is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company and effecting a business combination to an essentially quiet time
when activities of management focus elsewhere, or some amount in between. It is
impossible to predict, with any precision, the exact amount of time Mr. Williams
will actually be required to spend to locate a suitable target company. Mr.
Williams estimates that our business plan can be implemented by devoting
approximately 10 to 25 hours per month over the course of several months but
such figure cannot be stated with precision.
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General Business Plan
Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the perceived
advantages of a corporation which has a class of securities registered under the
Exchange Act. We will not restrict our search to any specific business,
industry, or geographical location and we may participate in a business venture
of virtually any kind or nature. Management anticipates that it will be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. See ITEM 7, "FINANCIAL STATEMENTS." This
lack of diversification should be considered a substantial risk to our
shareholders because it will not permit us to offset potential losses from one
venture against gains from another.
We 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.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a reporting 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, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors. Business
opportunities may be available 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 difficult and complex.
We have, and will continue to have, no capital with which to provide the
owners of business entities with any cash or other assets. However, management
believes we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting company
without incurring the cost and time required to conduct an initial public
offering. Management has not conducted market research and is not aware of
statistical data to support the perceived benefits of a business combination for
the owners of a target company.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officer and director, who is not a professional business
analyst. In analyzing prospective business opportunities, management may
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 our proposed activities; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. This discussion of the proposed criteria is not meant to be
restrictive of our virtually unlimited discretion to search for and enter into
potential business opportunities.
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We are subject to all of the reporting requirements included in the
Exchange Act. Included in these requirements is our duty to file audited
financial statements as part of or within 60 days following the due date for
filing its Form 8-K which is required to be filed with the Securities and
Exchange Commission within 15 days following the completion of the business
combination. We intend to acquire or merge with a company for which audited
financial statements are available or for which it believes audited financial
statements can be obtained within the required period of time. We may reserve
the right in the documents for the business combination to void the transaction
if the audited financial statements are not timely available or if the audited
financial statements provided do not conform to the representations made by the
target company.
We will not restrict our search for any specific kind of business
entities, 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
business life. It is impossible to predict at this time the status of any
business in which we 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 we may offer.
Following a business combination we may benefit from the services of
others in regard to accounting, legal services, underwriting and corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to us
only on the condition that the services of a consultant or advisor be continued
after a merger or acquisition. Such preexisting agreements of target companies
for the continuation of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target company.
Mr. Williams will pay all expenses in regard to its search for a suitable
target company. We do not anticipate expending funds for locating a target
company. Mr. Williams, our sole shareholder, officer and director, will provide
his services without charge or repayment by us. To date, Mr. Williams has
incurred expenses on our behalf aggregating approximately $79, including
incorporation and accounting expenses. We will not borrow any funds to make any
payments to our management, its affiliates or associates.
Our Board of Directors has passed a resolution which contains a policy
that we will not seek a business combination with any entity which is in any way
wholly or partially beneficially owned by any officer, director, promoter,
affiliate or associate of us.
Undertakings and Understandings Required Of Target Companies
As part of a business combination agreement, we intend to obtain certain
representations and warranties from a target company as to its conduct following
the business combination. Such representations and warranties may include (i)
the agreement of the target company to make all necessary filings and to take
all other steps necessary to remain a reporting company under the Exchange Act
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(ii) imposing certain restrictions on the timing and amount of the issuance of
additional free-trading stock, including stock registered on Form S-8 or issued
pursuant to Regulation S and (iii) giving assurances of ongoing compliance with
the Securities Act, the Exchange Act, the General Rules and Regulations of the
Securities and Exchange Commission, and other applicable laws, rules and
regulations.
A prospective target company should be aware that the market price and
volume of its securities, when and if listed for secondary trading, may depend
in great measure upon the willingness and efforts of successor management to
encourage interest in us within the United States financial community. We do not
have the market support of an underwriter that would normally follow a public
offering of its securities. Initial market makers are likely to simply post bid
and asked prices and are unlikely to take positions in our securities for their
own account or customers without active encouragement and a basis for doing so.
In addition, certain market makers may take short positions in our securities,
which may result in a significant pressure on their market price. We may
consider the ability and commitment of a target company to actively encourage
interest in its securities following a business combination in deciding whether
to enter into a transaction with such company.
A business combination with us separates the process of becoming a public
company from the raising of investment capital. As a result, a business
combination with us normally will not be a beneficial transaction for a target
company whose primary reason for becoming a public company is the immediate
infusion of capital. We may require assurances from the target company that it
has or that it has a reasonable belief that it will have sufficient sources of
capital to continue operations following the business combination. However, it
is possible that a target company may give such assurances in error, or that the
basis for such belief may change as a result of circumstances beyond the control
of the target company.
Prior to completion of a business combination, we will generally require
that it be provided with written materials regarding the target company
containing such items as a description of products, services and company
history; management resumes; financial information; available projections, with
related assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks, or service
marks, or rights thereto; present and proposed forms of compensation to
management; a description of transactions between such company and its
affiliates during relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 75 days following
completion of a business combination; and other information deemed relevant.
Competition
We 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 us. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.
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ITEM 2 - PROPERTIES
We have no properties and at this time has no agreements to acquire any
properties. We currently use the offices of management at no cost to us.
Management has agreed to continue this arrangement until we complete an
acquisition or merger.
ITEM 3 - LEGAL PROCEEDINGS
NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
PART II.
IETM 5 - MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NONE
ITEM 6 - MANAGEMENT'S DISSCUSSION AND ANALYSIS OR PLAN OF OPERATION
Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity which desires to seek the perceived
advantages of a corporation which has a class of securities registered under the
Exchange Act. We will not restrict our search to any specific business,
industry, or geographical location and we may participate in a business venture
of virtually any kind or nature. Management anticipates that it will be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. See ITEM 7, "FINANCIAL STATEMENTS." This
lack of diversification should be considered a substantial risk to our
shareholders because it will not permit us to offset potential losses from one
venture against gains from another.
We 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.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a reporting 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
<PAGE>
benefits to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors. Business
opportunities may be available 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 difficult and complex.
We have, and will continue to have, no capital with which to provide the
owners of business entities with any cash or other assets. However, management
believes we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting company
without incurring the cost and time required to conduct an initial public
offering. Management has not conducted market research and is not aware of
statistical data to support the perceived benefits of a business combination for
the owners of a target company.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officer and director, who is not a professional business
analyst. In analyzing prospective business opportunities, management may
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 our proposed activities; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. This discussion of the proposed criteria is not meant to be
restrictive of our virtually unlimited discretion to search for and enter into
potential business opportunities.
We are subject to all of the reporting requirements included in the
Exchange Act. Included in these requirements is our duty to file audited
financial statements as part of or within 60 days following the due date for
filing its Form 8-K which is required to be filed with the Securities and
Exchange Commission within 15 days following the completion of the business
combination. We intend to acquire or merge with a company for which audited
financial statements are available or for which it believes audited financial
statements can be obtained within the required period of time. We may reserve
the right in the documents for the business combination to void the transaction
if the audited financial statements are not timely available or if the audited
financial statements provided do not conform to the representations made by the
target company.
We will not restrict our search for any specific kind of business
entities, 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
business life. It is impossible to predict at this time the status of any
business in which we 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 we may offer.
Following a business combination we may benefit from the services of
others in regard to accounting, legal services, underwriting and corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.
<PAGE>
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to us
only on the condition that the services of a consultant or advisor be continued
after a merger or acquisition. Such preexisting agreements of target companies
for the continuation of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target company.
CAUTIONARY STATEMENT
This Form 10-KSB, press releases and certain information provided
periodically in writing or orally by the Corporation's officers or its agents
contain statements which constitute forward-looking statements within the
meaning of Section 27A of the Securities Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The words expect, anticipate, believe, goal,
plan, intend, estimate and similar expressions and variations thereof if used
are intended to specifically identify forward-looking statements. Those
statements appear in a number of places in this Form 10-KSB and in other places,
particularly, Management's Discussion and Analysis of Financial Condition and
Results of Operations, and include statements regarding the intent, belief or
current expectations of the Corporation, its directors or its officers with
respect to, among other things: (i) the Corporation's liquidity and capital
resources; (ii) its financing opportunities and plans and (iii) its future
performance and operating results. Investors and prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements as a
result of various factors. The factors that might cause such differences
include, among others: (i) any material inability of the Corporation to
successfully identify, consummate and integrate the acquisition of finance
receivables at reasonable and anticipated costs, (ii) any material inability of
the Corporation to successfully develop its products; (iii) any adverse effect
or limitations caused by governmental regulations; (iv) any adverse effect on
the Corporation's continued positive cash flow and ability to obtain acceptable
financing in connection with its growth plans; (v) any increased competition in
business; (vi) any inability of the Corporation to successfully conduct its
business in new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation undertakes no obligation to
publicly update or revise the forward looking statements made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS
FIRST BUSINESS SERVICE GROUP, INC.
(A Development Stage Enterprise)
TABLE OF CONTENTS
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Independent Auditors' Report F-2
Financial Statements as of and for the period March 15, 1999
(date of incorporation) to December 31, 1999
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholder's Deficit F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
- --------------------------------------------------------------------------------
F-1
<PAGE>
[Letterhead of Kingery, Crouse & Hohl P.A.]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of First Business Service Group, Inc.:
We have audited the accompanying balance sheet of First Business Service Group,
Inc. (the "Company"), a development stage enterprise, as of December 31, 1999
and the related statements of operations, stockholder's deficit and cash flows
for the period March 15, 1999 (date of incorporation) to December 31, 1999.
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 audit.
We conducted our audit 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 the disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the significant estimates
made by management, as well as the overall financial statement presentation. We
believe our audit provides 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 the Company as of December 31,
1999 and the results of its operations and its cash flows for the period March
15, 1999 (date of incorporation) to December 31, 1999 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 Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. As of the date of these financial statements, an
insignificant amount of capital has been raised, and as such there is no
assurance that the Company will be successful in its efforts to raise the
necessary capital to commence its planned principal operations and/or implement
its business plan. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to this
matter are described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kingery, Crouse & Hohl P.A.
May 3, 2000
Tampa, FL
<PAGE>
First Business Service Group, Inc.
(A Development Stage Enterprise)
BALANCE SHEET AS OF DECEMBER 31, 1999
----------------------------------------------------------------------------
ASSETS
TOTAL ASSETS $ -
=============
LIABILITIES AND STOCKHOLDER'S DEFICIT
TOTAL LIABILITIES - Accrued expenses $ 1,000
-------------
STOCKHOLDER'S DEFICIT:
Preferred stock - no par value: 20,000,000 shares
authorized; zero shares issued and outstanding -
Common stock - no par value: 50,000,000 shares
authorized; 1,000,000 shares issued and outstanding 79
Additional paid-in capital 4,000
Deficit accumulated during the development stage (5,079)
-------------
Total stockholder's deficit (1,000)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -
=============
- --------------------------------------------------------------------------------
See notes to financial statements
F-3
<PAGE>
First Business Service Group, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS FOR THE PERIOD MARCH 15, 1999 (DATE OF
INCORPORATION) TO DECEMBER 31, 1999
- --------------------------------------------------------------------------------
EXPENSES:
Professional fees and expenses $ 5,000
Organization costs 79
-----------
NET LOSS $ 5,079
===========
BASIC AND DILUTED NET LOSS PER SHARE $ 0.00
===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 1,000,000
===========
- --------------------------------------------------------------------------------
See notes to financial statements
F-4
<PAGE>
First Business Service Group, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDER'S DEFICIT FOR THE PERIOD MARCH 15, 1999
(DATE OF INCORPORATION) TO DECEMBER 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
During the
Common Stock Additional Development
Shares Par Value Paid-in Capital Stage Total
-------- --------- --------------- ------------ ----------
Balances, March 15,1999
(date of incorporation) - $ - $ - $ - $ -
Issuance of common stock 1,000,000 79 - - 79
Capital Contribution of
services - - 4,000 - 4,000
Net loss for the period,
March 15, 1999
(date of incorporation)
to December 31, 1999 - - - (5,079) (5,079)
-------- ---------- --------------- ----------- -----------
Balances, December 31,1999 1,000,000 $ 79 $ 4,000 $ (5,079) $ (1,000)
========= ========== ============ ============= ===========
</TABLE>
------------------------------------------------------------------------------
See notes to financial statements
F-5
<PAGE>
First Business Service Group, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS FOR THE PERIOD MARCH 15, 1999 (DATE OF INCORPORATION)
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITES:
Net loss $ (5,079)
Adjustments to reconcile net loss to cash used in operating activities:
Increase in accrued expenses 1,000
Contributed services and expenses 4,000
----------
NET CASH USED IN OPERATING ACTIVITIES (79)
----------
CASH FLOWS FROM FINANCING ACTIVITIES -
Proceeds from issuance of common stock 79
----------
CASH PROVIDED BY FINANCING ACTIVITIES 79
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -
----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $
-
==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
TAXES PAID $ -
==========
INTEREST PAID $ -
==========
- -------------------------------------------------------------------------------
See notes to financial statements
F-6
<PAGE>
First Business Service Group, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
First Business Service Group, Inc. ("we, us, our") was incorporated under the
laws of the state of Florida on March 15, 1999. We are considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No 7, and intend to seek, investigate and, if such investigation warrants,
engage in business combinations presented to us by persons or firms who or which
desire to become a Securities and Exchange Commission (the "SEC") reporting
company. Our planned principal operations have not commenced, therefore
accounting policies and procedures have not yet been established. Our fiscal
year end is December 31.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company will
require a significant amount of capital to commence its planned principal
operations and proceed with its business plan. Accordingly, the Company's
ability to continue as a going concern is dependent upon its ability to secure
an adequate amount of capital to finance its planned principal operations and/or
implement its business plan. The Company's plans include borrowings from
management and negotiating fees with an acquisition candidate, however there is
no assurance that they will be successful in their efforts to raise capital.
This factor, among others, may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.
NOTE C - INCOMETAXES
During the period March 15, 1999 (date of incorporation) to December 31, 1999,
we recognized losses for both financial and tax reporting purposes. Accordingly,
no deferred taxes have been provided for in the accompanying statement of
operations.
NOTE D - RELATED PARTY TRANSACTIONS
The value of services provided by our stockholder during the period March 15,
1999 (date of incorporation) to December 31, 1999 was $4,000 and is included as
professional fees and expenses in the accompanying statement of operations. In
addition, the stockholder has agreed to pay corporate, organizational and other
costs incurred by us and provide the following services at no cost to us until a
business combination is effected:
1. Preparation and filings of required documents with the Securities and
Exchange Commission.
2. Location and review of potential target companies.
F-7
<PAGE>
NOTE E - LOSS PER SHARE
We compute net loss per share in accordance with SFAS No. 128 "Earnings per
Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share is
computed by dividing the net loss available to common stockholders for the
period by the weighted average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares outstanding during
the period. There were no common equivalent shares outstanding as of December
31, 1999.
- --------------------------------------------------------------------------------
F-8
<PAGE>
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
NONE
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has one Director and Officer as follows:
Name Age Positions and Offices Held
Michael T. Williams 51 President, Treasurer, Director
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.
Set forth below is the name of our director and officer, all positions and
offices held, the period during which he has served as such, and the business
experience during at least the last five years:
Michael T. Williams' responsibilities include management of our operations as
well as our administrative and financial activities. Since 1975 Mr. Williams
has been in the practice of law, initially with the U.S. Securities and
Exchange Commission until 1980, and since then in private practice. He was also
chief executive officer of Florida Community Cancer Centers, Dunedin, FL from
1991-1995. He received a BA from the University of Kansas and a JD from the
University of Pennsylvania.
PREVIOUS BLANK CHECK COMPANIES
Management has not been involved in any previous blank check offerings.
CURRENT BLANK CHECK COMPANIES
Michael T. Williams, our President, is currently involved with other blank
check companies, and is involved in creating additional companies similar to
this one. The initial business purpose of each of these companies was or is to
engage in a business combination with an unidentified company or companies and
each were or will be classified as a blank check company until completion of a
business combination.
Mr. Williams is the President, sole director and sole shareholder of Second
Business Group, Inc., Third Business Group, Inc., Fourth Business Group, Inc.,
Fifth Business Group, Inc., Sixth Business Group, Inc., Seventh Business Group,
Inc., Eighth Business Group, Inc., Ninth Business Group, Inc. and Tenth Business
Group, Inc. Each of these companies has filed a registration statement on Form
<PAGE>
10-SB under the Exchange Act, which became effective May 24, 1999. The initial
business purpose of each of these companies is to engage in a merger or
acquisition with an unidentified company or companies and each will be
classified as a blank check company until completion of a business acquisition.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
None.
CONFLICTS OF INTEREST
Michael T. Williams, our sole officer, director and shareholder, has
organized and expects to organize other companies of a similar nature and with a
similar purpose as us. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company. In addition,
insofar as Mr. Williams is engaged in other business activities, he may devote
only a portion of his time to our affairs.
A conflict may arise in the event that another blank check company with
which Mr. Williams is affiliated also actively seeks a target company.
Mr. Williams intends to devote as much time to our activities as required.
However, should such a conflict arise, there is no assurance that Mr. Williams
would not attend to other matters prior to those of the Company. Mr. Williams
estimates that our business plan can be implemented in theory by devoting
approximately 10 to 25 hours per month over the course of several months but
such figure cannot be stated with precision.
Conflicts with other blank check companies with which members of management are
currently and may become affiliated in the future will arise in the pursuit of
business combinations. These conflicts will involve only Michael T. Williams.
Mr. Williams has in the past formed other what would be deemed blank check
entities for himself. He intends to continue to do so in the future. Except for
4 Brandon - I, Inc., none of these entities has or will engage in any public
offering of its securities prior to entering into a business combination
agreement. None of such entities has entered into an agreement to acquire or be
acquired by any business or has acquired any business.
To aid the resolution of these conflicts, he and we have agreed to the following
procedure:
o None of the existing blank check entities except for 4 Brandon - I,
Inc. will file registration statements under the Securities Act to sell
their securities prior to entering into a business combination
agreement. No acquisition candidates will be presented to for 4 Brandon
- I, Inc. until it has sold any securities.
o Unless specifically requested by an acquisition candidate, no
acquisition candidates will be presented to the following existing
blank check companies with which Mr. Williams is associated until all
blank check companies which have not filed registration statements on
Form 10, existing or in the future, have entered into acquisition
agreements.
<PAGE>
INVESTMENT COMPANY ACT OF 1940
Although we will be subject to regulation under the Securities Act of 1933
and the Securities Exchange Act of 1934, management believes we will not be
subject to regulation under the Investment Company Act of 1940 insofar as we
will not be engaged in the business of investing or trading in securities. In
the event we engage in business combinations which result in our holding passive
investment interests in a number of entities we could be subject to regulation
under the Investment Company Act of 1940. In such event, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination from
the Securities and Exchange Commission as to our status under the Investment
Company Act of 1940. Any violation of such Act would subject us to material
adverse consequences.
ITEM 10 - EXECUTIVE COMPENSATION.
The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the year ended December 31,
1999, by our president; however, as we have no our other executive officers
whose salary and bonus for the year ended December 31, 1999 exceeded $100,000,
information is only furnished for Mr. Williams.
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Position Annual Compensation - 1998
- --------------------------- --------------------------
Salary ($) Bonus ($) Number of Shares
Underlying
Options (#)
Michael T. Williams, None None None
President
Fees may be paid to our management if and only if it is agreed by the
acquisition candidate in the merger agreement. These fees would be for services
including, but are not limited to, the following:
o Formation of our company
o Preparation and filing of Form 10
o Securing an accounting firm and audited financial statements
o Locating potential acquisition candidates
o Qualifying the actual acquisition candidate
o Negotiating all aspects of the acquisition
o Preparation and filing of a Form 8-K
o Closing the merger transaction
Fees may also be paid to Williams Law Group, P.A., an affiliate of our
<PAGE>
management, for rendering legal services. Any such fees will be funded by a fee
the acquisition candidate agrees to pay as part of the merger agreement. There
is no minimum or maximum amount of fees that can be paid. The amount will be
determined in arms'-length negotiations in the merger agreement.
Except as described above and any stock retained by management as mutually
agreed in the acquisition agreement, we will not pay any of the following types
of compensation or other financial benefit to our management:
o Consulting Fees
o Finders' Fees
o Any other methods of payments by which management or current shareholders
receive funds, stock, other assets or anything of value whether tangible or
intangible
These provisions are the subjects of a written agreement between management and
us. Management is not aware of any circumstances under which this policy,
through their own initiative, may be changed.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by us for the benefit of
our employees.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information about our current shareholder. The
person named below has sole voting and investment power with respect to the
shares. The numbers in the table reflect shares of common stock held as of the
date of this Form 10:
Shares Owned Percentage
Michael T.
Williams (1) 1,000,000 100%
2503 W. Gardner Ct.
Tampa FL 33611
All directors and
officers as a
group -
1 persons 1,000,000 100%
1. To be owned in a blind trust with the beneficiaries of Michael T. Williams
and his wife, Donna J. Williams, Tenants by the Entireties. Mr. Williams may be
deemed our founder and promoter, as the terms are defined under the Securities
Act of 1933.
<PAGE>
Mr. Williams' trust will retain an amount of our issued and outstanding stock
after issuance of all shares in the merger and closing of the merger transaction
as is agreed in arms'-length negotiations with the acquisition candidate. Prior
to closing the merger, we will effect a reverse stock split so that share
ownership complies with the terms of the acquisition agreement.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None of the related party transactions described below were the result of
arm's length negotiations. Accordingly, there is a potential that management's
fiduciary duties may be compromised as a result of any of these transactions.
Any remedy available under state corporate law, if management's fiduciary duties
are compromised, will most likely be prohibitively expensive and time consuming.
We have established the a policy that prohibits transactions with or payment
of anything of value to any present officers, director, promoter or affiliate or
associate or any company that is in any way or in any amount beneficially owned
by any of our officers, director, promoter or affiliate or associate, except as
follows:
o Fees may be paid to Williams Law Group, P.A., an affiliate of our
management, for rendering legal services.
o All compensation payable according to a written agreement between
management and us as described in Item 6. Management above.
Any such fees will be funded by a fee the acquisition candidate agrees to pay as
part of the merger agreement. There is no minimum or maximum amount of fees that
can be paid. The amount will be determined in arms'-length negotiations in the
merger agreement.
Our director and officer is or may become, in his individual capacity, an
officer, director, controlling shareholder and/or partner of other entities
engaged in a variety of businesses. Mr. Williams is engaged in business
activities outside of us, and the aggregate amount of time he will devote to our
business and the business of all other blank check companies with which is
associated will be limited, usually involving one hour or less per week
aggregate until an acquisition candidate has agreed to be acquired.
There exists potential conflicts of interest including allocation of time
between us and such other business entities.
Our director and officer is or may become, in his individual capacity, an
officer, director, controlling shareholder and/or partner of other entities
engaged in a variety of businesses. Michael T. Williams is engaged in business
activities outside of us, and the aggregate amount of time he will devote to our
business and the business of all other blank check companies with which is
associated will only be between five (5) and twenty (20) hours per week until a
successful business opportunities have been acquired by all such companies.
There exists potential conflicts of interest including allocation of time
between us and such other business entities.
<PAGE>
Conflicts with other blank check companies with which members of management are
currently and may become affiliated in the future will arise in the pursuit of
business combinations. These conflicts will involve only Michael T. Williams.
Mr. Williams has in the past formed other what would be deemed blank check
entities for himself. He intends to continue to do so in the future. Except for
4 Brandon - I, Inc., none of these entities has or will engage in any public
offering of its securities prior to entering into a business combination
agreement. None of such entities has entered into an agreement to acquire or be
acquired by any business or has acquired any business.
To aid the resolution of these conflicts, he and we have agreed to the following
procedure:
o None of the existing blank check entities except for 4 Brandon - I,
Inc. will file registration statements under the Securities Act to sell
their securities prior to entering into a business combination
agreement. No acquisition candidates will be presented to for 4 Brandon
- I, Inc. until it has sold any securities.
o Unless specifically requested by an acquisition candidate, no
acquisition candidates will be presented to the following existing
blank check companies with which Mr. Williams is associated until all
blank check companies which have not filed registration statements on
Form 10, existing or in the future, have entered into acquisition
agreements.
The following table sets forth acquisition companies, which have filed
registration statements on Form 10.
Name Date of Filing of Form 10 with SEC
First Business Service Group, Inc. March 25, 1999
Second Business Service Group, Inc. March 25, 1999
Third Business Service Group, Inc. March 25, 1999
Fourth Business Service Group, Inc. March 25, 1999
Fifth Business Service Group, Inc. March 25, 1999
Sixth Business Service Group, Inc. March 25, 1999
Seventh Business Service Group, Inc. March 25, 1999
Eighth Business Service Group, Inc. March 25, 1999
Ninth Business Service Group, Inc. March 25, 1999
Tenth Business Service Group, Inc. March 25, 1999
Only Sixth Business Service Group, Inc. has entered into an acquisition
agreement with Telesource, Inc. A registration statement has been filed, initial
comments have been received and Amendment No. 1 is anticipated to be filed in
the near future. First, Second and Third Business Service Group are engaged in
preliminary acquisition discussions with potential acquisition candidates.
The following table sets forth acquisition companies, which have not filed
registration statements on Form 10.
<PAGE>
Name Acquisition Agreement SEC Filing Status
Status
First Enterprise Service Merger Agreement with Registration
Group, Inc. Space Systems Statement filed.
International, Inc. Awaiting Comments.
Second Enterprise Service Merger Agreement with Registration
Group, Inc. Wiremedia.com, Inc., Statement being
Inc. drafted.
Third Enterprise Service Merger Agreement with Registration
Group, Inc. Competitive Companies, Statement filed.
Inc. Awaiting financials
to refile.
Fourth Enterprise Service Proposal being
Group, Inc. considered by
candidate.
Fifth Enterprise Service Proposal being
Group, Inc. considered by
candidate.
Sixth Enterprise Service Merger Agreement with Registration
Group, Inc. Africainternet.com, Statement being
Inc. drafted.
Seventh Enterprise Service Merger Agreement with Registration
Group, Inc. Legacy Communications, Statement being
Inc. drafted.
Eighth Enterprise Service Merger Agreement with Registration
Group, Inc. Impulse Statement being
Communications, Inc. drafted.
Ninth Enterprise Service Proposal being
Group, Inc. considered by
candidate.
Tenth Enterprise Service Merger Agreement with Registration
Group, Inc. Emailshots.com, Inc. Statement being
drafted.
Brilliant Sun Industry Co. Merger Agreement with Registration
Yi Wan Group, Inc. Statement filed.
Awaiting financials
to refile.
First Emily, Inc. Merger Agreement with Registration
Talentspot.com, Inc. Statement being
drafted.
First Hilary, Inc. Merger Agreement with Registration
Net Sales Solutions, Statement being
Inc. drafted.
First Zachery, Inc. Proposal being
considered by
candidate.
First Michelle, Inc. Proposal being
considered by
candidate.
First James, Inc. Proposal being
considered by
candidate.
First Mark, Inc.
First Matt, Inc. Proposal being
considered by
candidate.
First Brandon, Inc. Merger Agreement with Registration
Net2speak, Inc. Statement being
drafted.
Second Brandon, Inc.
First Brad, Inc.
<PAGE>
First Dunmore, Inc.
Second Emily, Inc.
Second Hilary, Inc.
Second Zachery, Inc.
Second Michelle, Inc.
Second James, Inc.
Second Mark, Inc.
Second Matt, Inc.
Second Brad, Inc.
Second Dunmore, Inc.
ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORMS 8-K
Exhibits - None.
- --------
Financial Statement Schedules - None.
- -----------------------------
Reports on Form 8-K - None.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST BUSINESS SERVICE GROUP, INC.
By: /s/ Michael T. Williams
President
Dated: May 5, 2000
In accordance with Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dated indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Michael T. Williams Director May 5, 2000
- ------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,000
<BONDS> 0
0
0
<COMMON> 79
<OTHER-SE> (1,079)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 5,079
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,079)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,079)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,079)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
