UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10KSB
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
BUSINESS PLAN EXCHANGE INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4067173
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 ROCKEFELLER PLAZA - SUITE 1600
NEW YORK, NEW YORK 10020
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (212) 265-4600
--------------
Securities to be registered pursuant to Section 12(g) of the Act:
Voting Common Stock 1,068,200 shares
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No_______
As of June 30, 2000, the following shares of the Registrant's
common stock were issued and outstanding:
Voting Common Stock 1,068,200 shares
<PAGE>
<PAGE>
PART I
Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
BUSINESS PLAN EXCHANGE INC., (the "Company"), was organized in
March 1999 under the laws of the State of Delaware, having the
stated purpose of engaging in any lawful act or activity for
which corporations may be organized.
The Company abandoned its original business plan after it was
determined that it could not effectively implement its idea based
on factors related to competition and cost. The Company's
directors are now determined that the Company should become
active in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such
businesses. The Company has begun to consider and investigate
potential business opportunities. Potential operating business
and business opportunities encompass ventures which the Company
believes would create an opportunity for profit, growth and a
return on investment to the Company's shareholders. Such
opportunities would consist of entities possessing innovative
ideas, business plans and the potential for growth. At this time
however, the Company has targeted internet marketplaces for the
purpose of creating a business opportunity.
After the Company's original business plan ceased, the Company
became a "blank check" company as defined by the Securities and
Exchange Commission. The SEC defines a blank check company as
one which has no specific business or plan other than to
consummate an acquisition of or merge into another business or
entity. A number of states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Additionally, some
states prohibit the initial offer and sale as well as any
subsequent resale of securities of shell companies to residents
of their states.
The Company has voluntarily filed a registration statement on
Form 10-12G in order to make information concerning itself more
readily available to the public. Management believes that a
reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") could provide a prospective merger
or acquisition candidate with additional information concerning
the Company. In addition, management believes that this might
make the Company more attractive to an operating business
opportunity as a potential business combination candidate. As a
result of filing its registration statement, the Company is
obligated to file with the Commission certain interim and
periodic reports including an annual report containing audited
financial statements. The Company intends to continue to
voluntarily file these periodic reports under the Exchange Act
even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.
Item 2. Description of Property
The company's administrative offices are located at 1 Rockefeller
Plaza, Suite 1600, New York, New York. The Company's office is
utilized as a base to explore and contact potential business
opportunities and to service the Company's administrative needs.
The Company is allowed to utilize this office space at no charge
by one of the Company's shareholders. The company does not own
any significant properties.
Item 3. Legal Proceedings
There are no legal proceedings are pending at this time.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters
The Company is not aware of any quotations for its common stock,
now or at any time within the past two years. As of June 30,
2000, there were approximately 250 holders of record of the
issued and outstanding shares of Issuer's common stock. Issuer
has never paid a dividend on its outstanding equity. The Company
currently has no established public trading market for its common
stock.
At this time, the Company does not foresee the need to issue
additional shares of common stock. However, in the event a
merger or acquisition is undertaken, then there is a possibility
that additional stock may be issued as part of such merger
agreement. The large amount of authorized but unissued stock was
part of previous management's plan to compensate consultants with
shares of the Company's common stock in exchange for the services
of potential consultants.
At the present time, there is no market in the Company's
securities. The Company's securities are not listed on any
equity exchange. The Company has submitted a Form 15(c)2-11 with
the NASD for the purpose of obtaining a trading symbol and
to have its common stock listed on the OTC-Bulletin Board. The
Company advises that there is no guarantee that it will be able
to have its common stock listed on the OTC-Bulletin Board or that
the NASD shall issue a trading symbol. The Company believes that
by obtaining a trading symbol for its shares of common stock, it
shall be better able to attract a potential business opportunity.
A trading market may at such time exist for the company's common
stock however such a market would be highly illiquid and the
Company's stock would be characterized as a penny stock.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company is a development stage company and its principal
business purpose is to locate and consummate a merger or
alliance with a private entity. Because of the Company's
current status having no assets and no recent operating history,
in the event the Company does successfully acquire or enter into
an alliance with an operating business entity, it is likely that
the Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the
Company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Any targeted alliance or merger candidate will become subject to
the same reporting requirements as the Company upon consummation
of any such business combination. Thus, in the event that the
Company successfully completes an acquisition or merger with
another operating business, the resulting combined business must
provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating
business has been in business less than two years, audited
financial statements will be required from the period of
inception of the target acquisition or merger candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
merge with an operating business, develop sustaining business
opportunities or acquire property that will be of material value
to the Company.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
In the event the Company consummates a merger transaction, the
Company believes that there will be a change in control in the
Company. The Company believes that any merger would include the
new issuance of common stock in the Corporation to a potential
merger candidate followed by a reverse split of the Company's
issued common stock thereby effectively passing control of the
Company to the merged candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company.
The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to be
treated equally. This policy is upheld by the inclusion of a
resolution of the Board of Director's of the Company, contained
in the Company's minutes. In the event management wishes to
actively negotiating or otherwise consenting to the purchase of
any portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would need
to be disclosed to the Board of Directors and entered into the
Company's minutes. The Company's shareholders will be afforded
an opportunity to approve or consent to any particular stock buy-
out transaction or merger.
There is always a present potential that the Company may acquire
or merge with a business or company in which the Company's
promoters, management, affiliates or associates directly or
indirectly have an ownership interest. However, at this time
there is no immediate serious potential for the Company to
acquire or merge with any business. There is no formal existing
corporate policy regarding such transactions, however, in the
event such a potential arises, the Company shall disclose any
conflict of interest to its directors and shareholders for
purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any
circumstances under which this policy may be changed.
The Company, to date, has not utilized any notices or
advertisements in its search for business opportunities as the
Company cannot afford to expend monies for such purposes. The
Company seeks business opportunities through the means of
personal networking and inquiries by current management.
The Company's current officers, directors and affiliates have not
used in the past any particular consultants or advisers on a
regular basis. At the current time, the Company does not foresee
hiring any independent consultants to assist the company in its
search for a merger or business opportunities.
The Company at this time does not have any preliminary agreements
or understandings for the purpose of providing any consulting
services. The Company will consider paying consultant or
finders' fees to its principal shareholders on the same basis
that it would pay any outside consultant or finder's fee.
LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
During the next 12 months, the Company will require additional
capital principally to meet its operational costs and its general
and administrative expenses. It is not anticipated
that the Company will be able to meet its financial obligations
through internal net revenue during the next twelve (12) months.
The Company does not have a working capital line of credit with
any financial institution. Therefore, future sources of
liquidity will be limited to the Company's ability to obtain
additional debt or equity funding. Management's plan is to
find and consummate a merger or business acquisition in order to
maximize the benefit of ownership by shareholders in the Company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
The Company intends to provide its shareholders with complete
disclosure documentation, including audited financial statements,
regarding any target company and its business prior to the
consummation of any merger or acquisition.
<PAGE>
<PAGE>
Item 7. Financial Statements
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and
Stockholders of Business Plan Exchange, Inc.
We have audited the accompanying balance sheet of Business
Plan Exchange, Inc., (a development stage company) as of June 30,
2000 and the related statements of loss, cash flows and
shareholders' equity, for the year then ended, and from March
17, 1999 (Inception) to June 30, 2000. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standard 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 Business Plan Exchange Inc., as of June 30, 2000, and the
results of its operations and its cash flows for the period then
ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 4 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Graf & Repetti & Co., LLP
New York, New York
October 17, 2000
BUSINESS PLAN EXCHANGE, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2000 AND JUNE 30, 1999
<TABLE>
<CAPTION>
As of As of
June 30, 2000 June 30, 1999
---------------------------------
<S> <C> <C>
Current Assets
Cash $ 0 $ 7,190
Other Current Assets 0 0
---------- -----------
Total Current Assets $ 0 $ 7,190
Total Assets $ 0 $ 7,190
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0 $ 0
Accrued Expenses 2,933 2,113
---------- -----------
Total Current Liabilities $ 2,933 $ 2,113
Total Liabilities $ 2,933 $ 2,113
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 12,000,000 Shares;
Issued and Outstanding 1,003,200
Shares as of June 30, 1999; 1,003
Issued and Outstanding 1,068,200
Shares as of June 30, 2000; 1,068
Additional Paid in Capital 122,762 20,177
Deficit Accumulated During
the Development Stage (126,763) (16,103)
--------- ----------
Total Stockholders' (Deficit)
Equity (2,933) 5,077
</TABLE>
BUSINESS PLAN EXCHANGE, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED JUNE 30, 2000
AND FROM MARCH 17, 1999 (INCEPTION) TO JUNE 30, 1999
<TABLE>
<CAPTION>
For the Year For the Year From
Ended Ended Inception to
June 30, 2000 June 30, 1999 June 30, 2000
------------- ------------- -------------
<S> <C> <C> <C>
TOTAL REVENUES: $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES:
Accounting 3,800 2,100 5,900
Legal 19,000 7,100 26,100
Rent - Note 2 3,600 900 4,500
Filing Fee 50 13 63
Contributed Services - Note 5 18,000 5,250 23,250
Office Supplies 465 200 665
Other Start Up Costs 745 540 1,285
---------- ---------- ----------
Total Operating Expenses 110,660 16,103 126,763
---------- ---------- ----------
Operating Loss $(110,660) $(16,103) (126,763)
---------- ---------- ----------
NET LOSS $(110,660) $(16,103) (126,763)
NET LOSS PER SHARE $ (0.11) $(0.02) $(0.13)
---------- ---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,030,017 918,665 1,004,827
---------- ---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
BUSINESS PLAN EXCHANGE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2000 AND
FROM MARCH 17, 1999 (INCEPTION) TO JUNE 30, 2000
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
June 30, 2000 June 30, 2000
------------- -------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(110,660) $(126,763)
----------- ----------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Capital stock issued for
contributed services - Note 6
Additional paid in capital
contributed by shareholders for:
Rent 3,600 4,500
Contributed Services 18,000 23,250
Legal Services 15,000 20,000
Payments of accounts payable 1,050 1,050
Changes in Assets and Liabilities:
Increase in Accrued Expenses 820 2,933
--------- ----------
Total Adjustments 38,470 51,733
--------- ----------
Net Cash Used in
Operating Activities (72,190) (75,030)
--------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Insurance of
Common Stock 65,000 75,030
Net Cash Provided by
Financing Activities 65,000 75,030
--------- ----------
Net Change in Cash (7,190) 0
Cash at Beginning of Period 7,190 0
Cash at End of Period 0 0
--------- ----------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
--------- ----------
Corporate Taxes $ 0 $ 0
--------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
BUSINESS PLAN EXCHANGE INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION TO JUNE 30, 1999
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid in Cap Deficit Equity
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ISSUANCE OF
200 Shares
March 18, 1999 200 $ 0 $ 0 $ 0 $ 0
ISSUANCE OF
1,003,000
Shares
March 30, 1999 1,003,000 1,003 0 0 1,003
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
JUNE 30, 1999 0 0 20,177 (16,103) 4,074
----------------------------------------------------------------
BALANCE
JUNE 30, 1999 1,003,200 $ 1,003 $20,177 $(16,103) $ 5,077
ISSUANCE OF
65,000 SHARES 65,000 65 0 0 65
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 2000 0 0 102,585 (110,660) (8,075)
----------------------------------------------------------------
BALANCE -
JUNE 30, 2000 1,068,200 1,068 122,762 (126,763) (2,933)
================================================================
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
BUSINESS PLAN EXCHANGE INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: BUSINESS PLAN EXCHANGE, INC., (the
"Company") is a for-profit corporation incorporated under the
laws of the State of Delaware on March 17, 1999. The Company is
a developmental stage company and currently has no material
operations. The directors have determined that the Company
should become active in seeking potential business opportunities
with the intent to acquire or merge with such businesses.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly revenue is
recognized when earned and expenses when incurred.
C. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company
will continue as a going concern. See Note 4.
NOTE 2 - USE OF OFFICE SPACE
The Company uses office space for its executive office. The fair
market value of the 100 square foot office at One Rockefeller
Plaza, New York, New York is $300.00 per month. Use of this
office space began April 1, 1999. The fair market value for the
office, which the Company receives from one of its shareholders
at no cost, is reflected as an expense with a corresponding
credit to additional paid-in capital.
NOTE 3 - EARNINGS PER SHARE
From Inception For the Year
To Ended
June 30, 2000 June 30, 2000
------------------- ---------------
Net Loss per share $(0.13) $(0.11)
<PAGE>
<PAGE>
NOTE 4 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to June 30,
2000 no revenue and a net loss from operations of $126,763. As
of June 30, 2000, the Company had a net shareholders' deficit of
($2,933).
The company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
its operations. It is not anticipated that the Company will be
able to meet its financial obligations through internal net
revenue in the foreseeable future. The Company does not have a
working capital line of credit with any financial institution.
Therefore, future sources of liquidity will be limited to the
Company's ability to obtain additional debt or equity funding.
NOTE 5 - CONTRIBUTED SERVICES
On March 16, 1999 two of the Company's officers, who are also
directors, began rendering services in their capacity as officers
on behalf of the Company at no cost. No amounts are attributable
to directors' fees. The fair market value is $1,000 per month
for one officer and $500 per month for the other. The officers
are contributing their services to the Company and do not expect
to be reimbursed for these services in the future. Therefore,
the amounts are not accrued. Each amount is reflected as an
expense with a corresponding credit to additional paid in
capital.
NOTE 6 - NON-CASH FINANCIAL TRANSACTIONS
Non-cash financial transactions consisting of the cost of
contributed services, rent and other start-up costs and the
related additional paid in capital contributed by shareholders
have been included in the accompanying financial statements at a
value of $37,600 for the year ended June 30, 2000 and $48,750 for
the period from March 17, 1999 (inception) to June 30, 2000.
NOTE 7 - SUBSEQUENT EVENT
On August 8, 2000, the Board of Directors approved a 5:1 stock
split effective immediately.
<PAGE>
<PAGE>
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
---------------- --- ------------------- ---------------
Shane H. Sutton 52 President and Director Brother of
David Sutton
David Sutton 58 Secretary-Treasurer Brother of
and Director Shane Sutton
Peter Moulinos 32 Director and Officer None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respects to the
election of directors.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Shane Sutton was born in Melbourne, Australia, and obtained a
BC.E., degree in 1969 and an LL.B. degree in 1972 from Monash
University. He is admitted to practice law in the Australian
jurisdictions of Victoria, New South Wales and the High Court of
Australia, as well as those in the State of New York and the
United States District Court for the Southern and Eastern
Districts of New York. In 1975, he established the firm of Henty
Sutton & Kelly in Melbourne Australia which specialized in real
estate and financial joint ventures. In 1982, he worked with
Bear Stearns to establish the first Australian Fund which
achieved assets of AUD$750 million. Since then, he has actively
been engaged in taking companies public, handling mergers and
acquisitions between both foreign and domestic companies,
creating capital funding mechanisms and opportunities for small
and mid-sized entities, supervising investor relations. During
the past five years, Shane Sutton has acted as an attorney
specializing in business, employment and corporate law and also
assisting development stage companies in developing their
operations and counseling them on their organization. He has
also been involved in the start-up and development of internet
companies by implementing their business plans and by assisting
them in locating sources for funding.
David Sutton resides in Sydney, Australia. He has a B.Com., ASA,
ACIS and is a member of the Australian Stock Exchange. He has
spent his entire career in brokering, investment banking and
investment management. He is chairman of Hudson Securities, a
member firm of the Australian Stock Exchange. Mr. Sutton is
appointed to the Board of Directors of Hudson Timber and Hardware
Limited, Reef Mining NL, Hudson Resources Ltd., Hudson Properties
Ltd., Imperial Mining NL, Hudson Mining Ltd., Hudson Securities
Pty Ltd., and Pacific Capital Assets Ltd. He was also
the founding partner of McNab Clarke & Co., which later became
C.S. First Boston.
Peter Moulinos is an attorney admitted to practice law in the
State of New York having graduated from New York Law School in
1994. He also possesses a BBA degree in Finance and has
additional experience in the capital markets industry and in the
foreign exchange currency markets. During the past five years,
Mr. Moulinos has worked closely with Shane Sutton in the areas of
business, employment and corporate law and also in assisting
development stage companies in the same manner as Shane Sutton.
Each of the present officers of the Company began their tenure in
March 1999 at the inception of the Company.
The current officers of the Company intend to promote one other
blank check entity entitled "Infobooth Inc.". In the event
conflicts of interest arise, then management intends to advise
the Board of Directors and to seek their consultation as to how
such conflict may be resolved.
The Company's current promoters and management have not engaged
or been involved with any previous blank check offerings.
To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor
offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 10. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the year
ended June 30, 2000, nor at any of its officers, directors or any
other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's directors
will forego any compensation until such time as an accusation or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration. As of the date hereof,
no person has accrued any compensation from the Company.
The payment of compensation to the officers and directors of the
Company is not a condition that the target company must agree to
prior to the consummation of a merger or acquisition agreement.
Additionally, the repayment of loans to the officers and
directors of the Company is not a condition that the target
company must agree to prior to the consummation of a merger or
acquisition agreement.
COMPENSATION TABLE: None; no form of compensation was paid to any
officer or director at any time during the last two fiscal years.
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended June 30,
2000.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of June 30, 2000, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Carrytide Pty Ltd. 333,334 33.23%
Paddington, Australia
Karela Giselle Pty Ltd. 333,333 33.23%
Sydney, Australia
Providence Int'l Pty 333,333 33.23%
Anguilla
Peter Moulinos 100 00.01%
New York, New York
Shane Henty Sutton 100 00.01%
New York, New York
The Company has been advised that the persons listed above have
sole voting, investment, and dispositive power over the shares
indicated above. Percent of Class (third column above) is based
on 1,003,200 shares of common stock outstanding on June 30, 2000.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended June 30, 2000, there were no material transactions, or
series of similar transactions, since the beginning the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
The Company uses office space at the Law Office of Shane Henty
Sutton, P.C., at 1 Rockefeller Plaza, Suite 1600, New York, New
York, which it receives from one of its shareholders at no cost.
This office space is used by management to conduct its business
affairs, to identify and to communicate with possible merger or
business alliance candidates. Once a merger or business
acquisition has taken place, alternative arrangements will be
sought.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal year ended June 2000, there were no material
transactions between the Company and its management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal year
ended June 2000 there were no material transactions, or series
of similar transactions, since the beginning of the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company to own of record or beneficially more
than 5% of any class of the company's common stock, or any member
of the immediate family of any of the foregoing persons, has an
interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Business Plan Exchange, Inc.
----------------------------
(Registrant)
Date: October 26, 2000
By: /s/ Shane H. Sutton
-------------------
President
