<PAGE>
As filed with the Securities and Exchange Commission on May 22, 2000
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-KSB
-------------------------
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934. FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
Commission file number: 0-26703
-------------------------
ALPHACOM CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
-------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 2731 98-0206030
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
151 BLOOR STREET WEST
SUITE 890
TORONTO, ONTARIO
CANADA M5S-1S4
(416) 927-7000
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
AND PRINCIPAL PLACE OF BUSINESS)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $ 0.001 per share
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of December 31, 1999, there were
approximately 11,100,000 shares of the Company's Common Stock issued and
outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
1
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ITEM 1 DESCRIPTION OF THE BUSINESS
THIS ANNUAL REPORT ON FORM 10-K AND THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE CONTAIN FORWARD-LOOKING STATEMENTS BASED ON CURRENT EXPECTATIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY'S INDUSTRY, MANAGEMENT'S BELIEFS AND
CERTAIN ASSUMPTIONS MADE BY MANAGEMENT. ALL STATEMENTS, TRENDS, ANALYSES, AND
OTHER INFORMATION CONTAINED IN THIS REPORT RELATIVE TO TRENDS IN NET SALES,
GROSS MARGIN, ANTICIPATED EXPENSE LEVELS AND LIQUIDITY AND CAPITAL RESOURCES, AS
WELL AS OTHER STATEMENTS INCLUDING, BUT NOT LIMITED TO WORDS SUCH AS
"ANTICIPATE", "BELIEVE", "PLAN", "ESTIMATE", "EXPECT", "SEEK", "INTEND", AND
OTHER SIMILAR EXPRESSIONS, CONSTITUTE FORWARD LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT.
ACCORDINGLY, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED OR
EXPRESSED IN SUCH STATEMENTS. POTENTIAL RISKS AND UNCERTAINTIES INCLUDE, AMONG
OTHERS, THOSE SET FORTH HEREIN UNDER "ADDITIONAL FACTORS THAT MAY AFFECT FUTURE
RESULTS", AS WELL AS "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--OVERVIEW" AND "LIQUIDITY AND CAPITAL
RESOURCES". PARTICULAR ATTENTION SHOULD BE PAID TO THE CAUTIONARY STATEMENTS
INVOLVING THE COMPANY'S LIMITED OPERATING HISTORY, THE UNPREDICTABILITY OF ITS
FUTURE REVENUES, THE UNPREDICTABLE AND EVOLVING NATURE OF ITS BUSINESS MODEL,
THE INTENSELY COMPETITIVE ONLINE COMMERCE AND RETAIL BOOK ENVIRONMENTS AND THE
RISKS ASSOCIATED WITH CAPACITY CONSTRAINTS, SYSTEMS DEVELOPMENT, MANAGEMENT OF
GROWTH AND BUSINESS EXPANSION. EXCEPT AS REQUIRED BY LAW, WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. READERS, HOWEVER, SHOULD CAREFULLY
REVIEW THE FACTORS SET FORTH IN OTHER REPORTS OR DOCUMENTS THAT THE COMPANY
FILES FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC").
AlphaCom Corporation ("AlphaCom" or alternatively, the "Company"), a Delaware
corporation, is a newly formed, developmental stage marketing distribution
company operating in the specialty publishing business. The Company maintains
its executive offices at 151 Bloor Street West, Suite 809, Toronto, Ontario,
Canada M5S-1S4. The Company is a subsidiary of Alpha Communications Corp.
("ACC"), which is located at 151 Bloor Street West, Suite 809, Toronto, Ontario,
Canada M5S-1S4. AlphaCom intends to establish a United States-based specialty
publishing business by utilizing a marketing and distribution plan used by ACC
in the Canadian market. The Company intends to pre-sell (sell a concept for a
book or other multi-media prior to development or publication), or license
(obtain the rights to publish from original copyright owners) ("License"),
books, videos, and other complementary multi-media products through traditional
and alternative distribution channels in the United States market.
The Company was incorporated in December 1997 for the express purpose of
assembling the capital and management resources required to duplicate the
strategy of ACC, as regards to the specialty publishing business in the United
States marketplace (see Sales and Marketing discussion below).
The Company is devoted to two areas of specialty publishing: (1) Promotional
Publishing; and (2) Custom Brand Name Publishing. Promotional Publishing is the
publishing and production of pre-existing books licensed to the customer and
pre-sold original books, written at the customers request. It also includes
other media products for use by consumer product and service providers as
premiums to support sales-generating consumer offers. The Company plans to
initially offer its Promotional Publishing services to the consumer products,
food service, financial services industries, as well as to specialty and general
retailers. Custom Brand Name Publishing involves the development, publishing and
production of original books and other media products under the client's brand
name, which are distributed directly to retailers, wholesalers, and distributors
and then licensed to traditional publishers.
To date, the Company has (i) defined the market opportunities for the Company in
the specialty publishing business; (ii) assembled a staff with knowledge and
experience in the North American publishing industry; and (iii) completed a
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private placement offering of securities that generated the funds necessary to
begin the initial implementation of its marketing and distribution plan.
Products and Products Strategy
The Company's growth strategy is to create ownership of publishing copyrights
and/or distribution rights, with an initial emphasis on books, with possible
growth into other complementary multi-media products. The Company's ownership of
publishing and distribution rights will be created through the Company's Custom
Brand Name Publishing division. As more thoroughly discussed below, Custom Brand
Name Publishing involves the development, publishing and production of original
books and other media products under a corporation's brand name. Under this
publishing model, when original books are newly created, the Company will retain
either: (i) full copyright ownership; or (ii) shared copyright ownership with
the specific corporation that the brand name books are published on behalf of.
Additionally, the Company will retain sole distribution and reprint rights on
any newly created books.
PROMOTIONAL PUBLISHING DIVISION
The Company intends to focus on the marketing and distribution of unique
single-title offers and multi-title continuity based promotional programs to the
consumer products, food service, financial services industry and to specialty
and general retailers in the United States. In addition, the Company intends to
sell and distribute books, and other complementary multi-media products, for use
in sales promotional offers to attract or reward customers.
The sales promotion industry, in the United States, is estimated to be in excess
of $13 billion, with a recent growth rate of 12-15% per year. The Company
believes the use of books as promotional products, while growing, is currently
not a significant part of the industry. The Company believes that those
potential clients that use sales promotions will be receptive to the use of
books as promotions in order to differentiate their promotions from other
traditional premium items (i.e. glassware, t-shirts, mugs, hats and bags).
Industry experts estimate that approximately two thirds of all marketing dollars
are spent on consumer and trade promotions. According to the Promotional
Products Association International, growth in the use of "premium" based sales
promotional programs (including books and videos) is expected to continue, as a
result of a shift in advertising dollars from traditional media to new marketing
vehicles.
In accordance with an agreement between the Company and ACC, dated December 17,
1998 (the "Operating Agreement"), all publishing business based in the United
States will be conducted by the Company, while all publishing business based
outside of the United States will be conducted by ACC. Pursuant to the Operating
Agreement, the Company has access to, and will offer its clients, ACC's
originally created publications and copyrights, and intends to license these
existing copyrights to third parties. The ACC product line currently includes
products in the following categories:
Books Videos Books Plus
----- ------ ----------
Children Children's Videos Children's Books-with-Toys
Cooking General Interest Cookbooks-with-Videos
Entertainment Sports Gardening Books-with-Videos
Financial
General Interest
Health
Parenting
Reference
Sports
The Company's objectives, with regards to Promotional Publishing, is to
establish a presence in the United States marketplace dedicated to the sales of
the Company's products and services. Pursuant to an oral agreement, the Company
pays ACC a royalty fee, for access to ACC's library and services, of seven and
one-half (7-1/2%) percent of the Company's net sales ("Net Sales") up to the
first $1,000,000 and ten (10%) percent of Net Sales thereafter. Net Sales means
3
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the amount of gross sales less any discounts, returns, allowances, shipping
costs and federal or state taxes.
CUSTOM PUBLISHING DIVISION
The Company intends, in the Custom Publishing area, to develop and create
non-fiction books. The Company will act as a custom publisher in one of two
ways: (1) through the creation of "brand name" editions (books with the name
and/or trademark of a widely-respected, recognized corporation or brand) for
sale to book stores, clubs and libraries; or (2) the creation of books for the
exclusive use by a "brand name" client as marketing tools for promotional
purposes. The Company will attempt to pre-sell to brand name clients such books
as well as to make them broadly available through traditional distribution
channels (i.e. book stores, mass merchandising chains, book clubs and public
libraries). The Company intends to solicit brand name clients include leading
consumer product companies, financial service companies in addition to general
retailers. The Company plans to build its ownership of copyrighted materials
through the creation of its own proprietary brand name titles, which the Company
believes will generate recurring residual revenues.
The Company intends to establish its own Brand Name so that clients and
consumers associate the Company's name as a publisher of information desired by
consumers, in book format. The Company believes that the establishment of its
brand name ("AlphaCom") will enhance the Company's ability to sell its
publishing services to trade book publishers, in addition to offering the same
books it develops for these publishers to clients, for their own marketing and
promotional needs. Either through its internal capabilities, or through
sub-contracting, the Company believes it will be able to offer the following
custom publishing services:
Business Consulting Creative Services Production Services and Expertise
------------------- ----------------- ---------------------------------
Concept Development Art Direction Project Management
Proposals and Research Design/Illustration Printing/Digitizing
Rights Negotiations Copyrighting Video Development
Licensing Editing
Distribution Proof-reading
The Company anticipates that it will generate Custom Publishing revenues through
(1) the sale of books directly to the client; (2) the sale of books to
traditional book publishers; and (3) the licensing of copyrights to traditional
book publishers.
Intellectual Property
Currently the Company does not have or use any of its own trademarks, trade
names, or copyrights. However, the Company may utilize the intellectual property
of ACC pursuant to the Operating Agreement. To that end the Company intends to
file trademark registrations with the United States Patent and Trademark Office
to register "AlphaCom" and to permit the use of ACC's trademarks within the
United States. ACC's Canadian registered trademarks include "Alpha Publishing
TM", "Alpha Media TM", and the recently filed "Alpha Brand Name Books TM." The
Company also has access to the growing list of the wide range of publishing
copyrights owned by ACC and intends to market such publishing copyrights in the
United States market. The following are specific books where ACC owns full or
partial copyright ownership and in all cases owns distribution, and reprint
rights.
Project Title
- ------- -----
Cooperators Safe & Sound Series: In The Driver's Seat
Safeguards for Seniors
Safety at Home
Corning Consumer Products Company Fresh Flavours of Spring
A Bouquet of Summer Tastes
An Autumn Harvest of Goodness
Hearty Choices for Winter
Longo Brothers A Passion for Fresh
4
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President's Choice Gardening Guides: Design
Plantings
Care
Containers
Bulbs
Garden Remedies
Investors Group Managing Your Money Series: Staring Out
Prime Time
Retire Ready
Small Business
(English & French)
Cadbury Chocolate Book: The Tale of the Great Bunny
(English & French)
Polkadot Shorts Book: Dumpty's Blanket Adventure
The Pan Caribbean Handbook & Business Directory: 1998 Edition
There can be no assurance that the Company will be able to secure trademark
registrations for its name or any of the marks of ACC for use in the United
States or that third parties will not infringe upon or misappropriate the
Company's copyrights, trademarks and similar proprietary rights.
Competition
The Company will compete with both traditional publishing companies as well as
promotional marketing agencies. Management believes the Company's ability to
focus on both Promotional Publishing and Custom Brand Name Publishing will
enable the Company to compete effectively in the specialty publishing business.
However, there is no assurance that operating losses will not result from this
competition which may have a materially adverse effect on the Company.
The Company will also compete with major trade publishers, all of which have
greater financial and other resources than the Company. Such competitors include
Scholastic, Harper Collins and Simon and Schuster.
There can be no assurance that the Company will be able to compete successfully
against current and future competitors, that competition will not intensify or
that competitive pressure faced by the Company will not materially adversely
affect its business, financial condition or results of operations.
Sales and Marketing Strategy
The Company intends to implement a sales and marketing strategy that will
emulate the strategy utilized by ACC in Canada, with regards to the specialty
publishing business in the United States marketplace. The marketing program will
initially focus on identifying potential customers in the United States market
that could utilize publishing or brand name publishing products. The Company
also intends to use ACC's existing customer base by attempting to establish
relationships with United States based companies that are associated with ACC's
Canadian customers. The Company intends to offer its proprietary or acquired
content to the targeted clients for their use as sales generating, marketing
and/or promotional tools. Additionally the Company intends to offer content
development services for other forms of media, such as audio, video, CD-based
products and the Internet.
ACC's marketing and sales strategy involves both: (i) Promotional Publishing and
(ii) Custom Brand Name Publishing. ACC's promotional publishing plans call for
ongoing development of presentations of existing off-the-shelf books developed
by third parties which are presented to Canadian corporations in the consumer
products, food service, financial services and specialty/general retail
industry. ACC's sales and marketing plans include making a minimum of 10
presentations per month to new clients in Canada within the sectors described
above. Additionally, ACC continues to market to its existing promotional
5
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publishing customers, new off-the-shelf titles on an ongoing basis. In the
custom brand name publishing sector, ACC develops customer proposals for a
minimum of 5 new Canadian corporations per month. At the same time, ACC creates
new titles and new series of books for presentation to its existing Canadian
corporate clients which it has published brand name titles for in the past.
Staffing Requirements
The Company currently maintains a staff of three officers, whom are presently
serving on a part-time basis. Such staff is comprised of individuals who have
many years of sales, marketing and financial experience in the North American
publishing industry. None of these officers are currently paid a salary. Upon
additional funding, the Company intends to commence the payment of salaries.
Furthermore, upon additional funding, it is expected that the current staff will
serve on a full time basis and that additional staff will be employed as needed.
General Economic and Other Conditions.
There is no assurance that the Company's business may not be adversely affected
from time to time by such matters that may be outside the control of the Company
and/or its officers and directors such as changes in general economic
conditions, real estate, tax law or policy, local and international governments,
international relations and related conditions, as they exist in any country
where the Company may penetrate markets.
Lack of an Operating History.
The Company will be utilizing the marketing and distribution plan used by ACC in
the Canadian market for the specialty publishing business within the United
States. ACC, since its inception May 24, 1996, has implemented a sales and
marketing strategy for both Promotional Publishing sales and Custom Brand Name
Publishing sales for a wide range of customers including Spiegel Inc., Cadbury
Chocolate Inc., Investors Group, Co-Operators Insurance Company, and the Corning
Consumer Products Company. For the fiscal year ending December 31, 1999, ACC had
total sales of Cd$732,127 and net loss after taxes of Cd$276,459. Subsequent to
the year-end, on April 14, 2000, ACC completed a private placement financing for
gross proceeds of Cd$2,000,000.
ITEM 2 DESCRIPTION OF PROPERTY
The Company maintains offices at:
151 Bloor Street West
Suite 890
Toronto, Ontario, Canada M5S 1S4
Beginning July 1, 1999, the Company entered into a month-to-month, oral lease
with ACC at the rate of US$750 per month.
ITEM 3 LEGAL PROCEEDINGS
The Company is not a party to any legal proceeding or claims which, if decided
adversely against the Company, would have such a material adverse effect on the
Company's business, financial condition or results of operations.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
None.
PART II
ITEM 5 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS
Market for Common Stock
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Prior to the Company's filing of its Registration Statement on Form 10-SB, there
has been no public market for the common stock of the Company and there can be
no assurance that a trading market will develop, or even if such a trading
market should develop, that the common stock may be resold at or near the
original purchase price. Any market for the common stock of the Company that may
develop will, in all likelihood, be a substantially limited one. The Company has
applied to the NASD OTCBB (Bulletin Board) to have its shares listed for
trading. There can be no assurance that it will be accepted for trading on the
OTCBB.
As of December 31, 1999 the Company had 11,100,000 shares of common stock issued
and outstanding held by approximately 50 holders of record. Of these shares,
100,000 shares are freely transferable without restriction or further
registration under the Securities Act, unless purchased by "affiliates" of the
Company, as that term is defined in Rule 144 under the Securities Act ("Rule
144") described below, which will be subject to the resale limitations of Rule
144. The remaining 11,000,000 shares of common stock, will be "restricted
securities" within the meaning of Rule 144 and may not be resold in a public
distribution unless they are registered under the Securities Act or are sold
pursuant to Rule 144 or another exemption from registration. In general, under
Rule 144 as currently in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year
(including the holding period of any prior owner except an affiliate) is
entitled to sell publicly, within any three-month period, a number of shares
that does not exceed the greater of (i) one percent of the number of shares of
common stock then outstanding or (ii) the average weekly reported trading volume
of the common stock during the four calendar weeks preceding the filing of a
Form 144 with respect to such sale. Sales under Rule 144 are also subject to
certain manner of sale provisions and notice requirements and to the
availability of current public information about the Company. Under Rule 144(k),
a person who is not deemed to have been an affiliate of the Company at any time
during the 90 days preceding a sale, and who has beneficially owned the shares
to be sold for at least two years (including the holding period of any prior
owner except an affiliate), is entitled to sell such shares without complying
with the manner of sale, public information, volume limitation or notice
provisions of Rule 144.
The Company has not agreed to register any shares of common or preferred stock
under the Securities Act for sale by any of the Company's security holders.
Dividend Policy
The Company does not have a policy of paying dividends, and it is currently
anticipated that no cash dividends will be paid. Any future decision to pay cash
dividends will be made on the basis of earnings, alternative needs for funds and
other conditions existing at the time.
ITEM 6 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
CERTAIN STATEMENTS CONTAINED HEREIN ARE NOT BASED ON HISTORICAL FACTS, BUT ARE
FORWARD-LOOKING STATEMENTS THAT ARE BASED UPON NUMEROUS ASSUMPTIONS ABOUT FUTURE
CONDITIONS THAT COULD PROVE NOT TO BE ACCURATE. ACTUAL EVENTS, TRANSACTIONS AND
RESULTS MAY MATERIALLY DIFFER FROM THE ANTICIPATED EVENTS, TRANSACTIONS OR
RESULTS DESCRIBED IN SUCH STATEMENTS. THE COMPANY'S ABILITY TO CONSUMMATE SUCH
TRANSACTIONS AND ACHIEVE SUCH EVENTS OR RESULTS IS SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: THE
EXISTENCE OF, DEMAND FOR, AND ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES;
THE ABILITY OF THE COMPANY TO DEVELOP NEW AND TIMELY PRODUCTS; THE ABILITY OF
THE COMPANY TO MAINTAIN AND EXPAND ITS BUSINESS RELATIONSHIPS; THE EFFECT OF
REGULATORY APPROVALS AND DEVELOPMENTS, ECONOMIC CONDITIONS, THE IMPACT OF
COMPETITION; AND, OTHER FACTORS AFFECTING THE COMPANY'S BUSINESS THAT ARE BEYOND
THE COMPANY'S CONTROL. THE COMPANY UNDERTAKES NO OBLIGATION AND DOES NOT INTEND
TO UPDATE, REVISE OR OTHERWISE PUBLICLY RELEASE THE RESULT OF ANY REVISION TO
THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT FUTURE EVENTS OR
CIRCUMSTANCES.
7
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LIQUIDITY AND CAPITAL RESOURSES
Fiscal
----------------------------
1999 1998
----------------------------
Total current assets 11,597 461
Total current liabilities 26,298 16,171
----------------------------
Working capital deficiency (14,701) (15,710)
----------------------------
Working capital increased by $1,009 from December 31, 1998 to December 31, 1999.
Cash and equivalents increased by $10,224 over the same period. The increase in
cash and cash equivalents was substantially the product of proceeds of issuance
of 100,000 common shares at $1.00 per share in 1999.
As at the end of December 31, 1999, the Company had no outstanding debt other
than customary trade payables.
REVENUE
As at December 31, 1999, the Company did not earn any revenue as it remains a
development stage enterprise.
GENERAL AND ADMINISTRATIVE EXPENSES
The Company's general and administrative expenses increased from $26,701 to
$98,991, an increase of 271% over 1998. General and administrative expenses
represents the initial startup costs, office expenses and professional fees. The
increase in general and administrative expenses is primarily due to increase in
profession fees that the Company incurred to complete filing of its Reg. D 504
offering with the SEC and NASD.
NET LOSS
The Company's net loss increased from $26,710 in fiscal year 1998 to $98,991 in
fiscal year 1999 due to the increase in general and administrative expenses
incurred during the year.
INFLATION
Although the Company believes that inflation has not had a material adverse
effect on the results of the operations to date, any increase in costs to the
Company could affect the net income or loss of the Company.
FINANCIAL DISCLOSURE
None
ITEM 7 FINANCIAL STATEMENTS
See schedules
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company has no changes in or disagreements with its accountants since the
Company's incorporation.
PART III
ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
directors and executive officers of the Company:
Name Age Position Term of Office
- ---- --- -------- --------------
Michael P. Kraft 36 President, CEO, Secretary and Director 1997 - present
8
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Richard Sherman 37 Executive Vice-President and Director 1997 - present
Khurram Qureshi 36 Chief Financial Officer and Director 1999 - present
The board of directors will be the governing body of the Company and will set
goals and establish policies, will retain qualified executive leadership and
will oversee the performance of that leadership for the organization.
The board of directors will be active in that it will meet formally at least on
a quarterly basis. The full board of directors may choose to delegate some
authority to an executive committee that will meet more frequently and will
exercise interim policy making and oversight authority.
Each director will be elected to hold office until the next annual meeting of
shareholders and until his successor has been qualified and elected. The
following sets forth certain information as well as a brief account of business
experience during the past five years of each director and executive officer of
the Company.
Current Officers and Directors
Michael P. Kraft - President, CEO, Secretary and Director. Mr. Kraft co-founded
ACC in the fall of 1994 and, as President and Chief Executive Officer of ACC,
Mr. Kraft is involved in overseeing sales, acquisitions, financing and contract
strategy. Mr. Kraft has been involved in the sales promotion marketing industry
in Toronto since 1986. He has developed numerous working relationships with
clients in the packaged goods, financial services, consumer products, retail
petroleum industries, etc., throughout Canada. In August 1990, Mr. Kraft joined
Madison Marketing Limited, one of North America's leading Specialty Book
Publishers concentrating in the retail gasoline and food services industries in
Canada, the United States, and internationally. As Vice-President of Sales &
Marketing, Mr. Kraft was involved in the product development process and
responsible for that company's sales and marketing efforts. He developed
numerous client relationships and was involved in the sale of in excess of 20
million books through various consumer promotion programs.
Richard Sherman - Executive Vice-President and Director. Mr. Sherman is a
co-founder of ACC and as Executive Vice-President of AlphaCom is actively
involved in the Company's sales efforts. For the past three years, Mr. Sherman
has played a key role in expanding ACC's client base. In Canada, Mr. Sherman has
developed relationships with, and sold promotional/premium programs to numerous
high-profile accounts including Avon Canada, Hudson's Bay, Molson Breweries,
Arby's Canada, Cadbury Chocolate Canada, etc. Prior to his position at ACC, Mr.
Sherman managed a variety of sales and marketing activities within the
communications industry. He began his career in 1986 at Scotpage Corporation
Limited in sales and marketing. During his tenure at Scotpage, he pursued and
acquired many new accounts leading to record sales for the company.
Additionally, Mr. Sherman was involved in the development and execution of
several successful promotional campaigns.
Khurram Qureshi- Chief Financial Officer and Director. Mr. Qureshi has been the
Chief Financial Officer of ACC since 1997 and brings to AlphaCom over ten years
of experience in the field of finance and accounting, including experience
working for several public companies. Mr. Qureshi graduated from York University
(Toronto), with a Bachelors Degree in Administrative Studies and qualified as a
Chartered Accountant in 1990. Mr. Qureshi's responsibilities with the Company
will include financial administration, control and reporting.
ITEM 10 REMUNERATION OF DIRECTORS AND OFFICERS
To date, the Company has paid no compensation to any of its officers or
directors. It is the Company's intention in the upcoming year, to compensate
certain officers of the Company on a reasonable basis in keeping with industry
standards. Certain officers and directors of the Company will also own, either
directly or indirectly, equity in the capital stock of the Company.
Presently the Company's three officers are serving on a part time basis only.
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Presently the Company's three officers are serving on a part time basis
only. Upon the Company generating positive cash flow through its Promotional and
Custom Brand Name, or in the event the Company raises additional funding beyond
its requirements estimated at $3,500 per month for general and administrative
expenses, the Company may entertain the payment of salaries and/or draws against
commission on an individual basis with each officer based on sales results
(i.e. confirmed and shipped orders). The directors at this time have not
received any compensation nor is any planned. Nor has the Company entered into
any agreements with officers and/or directors in regard to future compensation
they may earn. The Company may in the future seek to implement a stock option
plan for the benefit of its employees.
Messrs. Kraft and Sherman, in addition to being directors and officers of the
Company are also officers, directors and major shareholders of ACC. As a result
of ACC being the controlling shareholder of the Company, Messrs. Kraft and
Sherman have an indirect interest in the capital stock of the Company. Mr.
Qureshi is the Chief Financial Officer of ACC and has stock options in ACC, and
thus has the opportunity for an indirect ownership in the capital stock of the
Company through ACC's controlling shareholder position, assuming Mr. Qureshi
exercises his ACC options.
Summary Compensation Table
Annual Expected
Name and Compensation Total Compensation
Principal Position Year Salary Compensation for 1999
------------------ ---- ------ ------------ --------
Michael P. Kraft* 1998 $0 $0 $0
President, CEO &
Secretary
Richard Sherman* 1998 $0 $0 $0
Executive Vice-
President
Khurram Qureshi* N/A N/A $0 $0
Chief Financial Officer
and Director
*Messrs. Kraft, Sherman and Qureshi are officers of ACC and receive salaries
from ACC. As of July 1, 1999, the Company has access to ACC's premises, library
and other services and pays a royalty fee of seven and one-half (7-1/2%) percent
of net sales up to $1,000,000 and ten (10%) percent of net sales thereafter.
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1999, the Company had 11,100,000 shares of common stock
issued and outstanding. The following tabulates the holdings of shares of the
Company by each person who, to date, holds of record or is known by management
of the Company to own beneficially 5% or more of the outstanding shares and, in
addition, by all directors and officers of the Company, individually and as a
group.
Percentage of class Number of shares of common
Name and Address of Beneficial Owner stock beneficially owned
beneficially owned
ACC (2)......................................... 11,000,000 99.1%
Michael P. Kraft (3)............................ 11,000,000 99.1%(6)
Richard Sherman (4)............................. 11,000,000 99.1%(6)
Khurram Qureshi (5) ............................ 11,000,000 99.1%(6)
10
<PAGE>
(1) Beneficial ownership has been determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934, as amended. Generally, a person is
deemed to be the beneficial owner of a security if he has the right to
acquire voting or investment power within 60 days of the date of this
Registration Statement.
(2) The address of ACC, 151 Bloor Street West, Suite 890, Toronto, Ontario,
Canada M5S-1S4.
(3) Michael Kraft in addition to being a director and officer of the Company,
is also President, CEO , director, a shareholder and an optionholder of
ACC. The address of Michael Kraft is 107 Mossgrove Trail, Toronto, Ontario,
Canada M2L 2W4.
(4) Richard Sherman in addition to being a director and officer of the Company,
is also Vice President, director, a shareholder and an optionholder of ACC.
The address of Richard Sherman is 74 Mossgrove Trail, Willowdale, Ontario,
Canada M2L 2W3.
(5) Khurram Qureshi in addition to being a director and officer of the Company,
is also Chief Financial Officer, a shareholder and an optionholder of ACC.
The address of Khurram Qureshi is 90 Bonis Avenue, Toronto, Ontario,
Canada, M1T 2V2.
(6) Deemed to be beneficial owners of the Company's common shares held by ACC
as a result of their voting control of such common shares through their
respective positions as officers, directors and shareholders of ACC. (see
discussion in Control by Current Management on page 8 herein).
Changes in Control
The Company is not aware of any arrangements, including the pledge by any person
of securities of the Company, which may at a subsequent date result in a change
in control of the Company.
Certain Provisions of Delaware Law
The Company is a Delaware corporation and is subject to the provisions of
Section 203 of the Delaware General Corporation Law ("DGCL"). In general,
Section 203 prevents an "interested stockholder" (defined generally as a person
owning 15% or more of the Company's outstanding voting stock) from engaging in a
"business combination" (as defined in Section 203) with the Company for three
years following the date that person became an interested stockholder unless (i)
before that person became an interested stockholder or approved the business
combination, (ii) upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder the interested
stockholder owned at least 85% of the voting stock of the Company outstanding at
the time the transaction commenced (excluding stock held by directors who are
also officers of the Company and by employee stock plans that do not provide
employees with the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer) or (iii) on or
following the date of which that person became an interested stockholder, the
business combination is approved by the Company's board of directors and
authorized at a meeting of stockholders by the affirmative vote of the holders
of at least 66 2/3% of the outstanding voting stock of the Company not owed by
the interested stockholder.
Under Section 203 of the DGCL, these restrictions do not apply to certain
business combinations proposed by an interested stockholder following the
announcement or notification of one of certain extraordinary transactions
involving the Company and a person who was not an interested stockholder during
the previous three years or who became an interested stockholder with the
approval of a majority of the Company's directors, if that extraordinary
transaction is approved or not opposed by a majority of the directors (but not
less than one) who were directors before any person became an interested
stockholder in the previous three years or who were recommended for election or
elected to succeed such directors by a majority of such directors then in
11
<PAGE>
office.
Under Section 162 of the DGCL, the board of directors of the Company can,
without stockholders approval, issue authorized but unissued shares of capital
stock, which may have the effect of delaying deferring or preventing a change of
control of the Company.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
None.
ITEM 13 EXHIBITS AND REPORTS ON FORM 8K
(a) No Exhibits.
(b) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
PART IV
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.
ALPHACOM CORPORATION
By: /s/ Michael P. Kraft
-----------------------------
Michael P. Kraft,
President, CEO and a Director
May 17, 2000
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the date indicated.
/s/ Michael P. Kraft
- ----------------------------
Michael P. Kraft
President, CEO and Director Dated: May 17, 2000
/s/ Richard Sherman
- ----------------------------
Richard Sherman
Director
Dated: May 17, 2000
/s/ Khurram Qureshi
- ----------------------------
Khurram Qureshi
CFO and Director Dated: May 17, 2000
12
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report on Form 10-KSB
For the Year Ended December 31, 1999
------------
Financial Statements
Index to Exhibits
Exhibits
FINANCIAL STATEMENT
INDEX TO FINANCIAL STATEMENTS
Auditors Report
Balance Sheets as at December 31, 1999 and 1998
Statements of Operations and Deficit for year ended December 31, 1999 and for
period from December 15, 1997(date of incorporation) to December 31, 1998 and
for period from December 15, 1997(date of incorporation) to December 31, 1999
Statements of Cash Flows for the year ended December 31, 1999 and for period
from December 15, 1997(date of incorporation) to December 31, 1998 and for
period from December 15, 1997(date of incorporation) to December 31, 1999
Notes to Financial Statements for period from December 15, 1997 (date of
incorporation) to December 31, 1999, year ended December 31, 1999 and period
from December 15, 1997 to December 31, 1998
13
<PAGE>
Financial Statements
(Expressed in U.S. dollars)
ALPHACOM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
Period from December 15, 1997 (date of incorporation) to December 31,
1999, year ended December 31, 1999 and period from December 15, 1997 to
December 31, 1998
<PAGE>
KPMG
KPMG LLP
Chartered Accountants Telephone (416) 228-7000
Yonge Corporate Centre Telefax (416) 228-7123
4120 Yonge Street Suite 500 www.kpmg.ca
North York ON M2P 2B8
AUDITORS' REPORT
To the Director of AlphaCom Corporation
We have audited the balance sheets of AlphaCom Corporation (a Development Stage
Enterprise) as at December 31, 1999 and 1998 and the statements of operations
and deficit and cash flows for the year ended December 31, 1999, the period from
December 15, 1997 (date of incorporation) to December 31, 1998 and the period
from December 15, 1997 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 audits.
We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 1999 and 1998
and the results of its operations and its cash flows for the year ended December
31, 1999, the period from December 15, 1997 (date of incorporation) to December
31, 1998 and the period from December 15, 1997 to December 31, 1999 in
accordance with generally accepted accounting principles in the United States.
/s/ KPMG LLP
Chartered Accountants
Toronto, Canada
February 25, 2000
<PAGE>
ALPHACOM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
Balance Sheets
(Expressed in U.S. dollars)
December 31, 1999 and 1998
- --------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------
Assets
Cash $ 10,685 $ 461
Prepaid expenses 126 --
Advances to/from parent company (note 3) 786 --
- --------------------------------------------------------------------------------
$ 11,597 $ 461
- --------------------------------------------------------------------------------
Liabilities and Shareholder's Deficiency
Liabilities:
Accounts payable $ 26,298 $ 9,261
Advances from parent company (note 3) -- 6,910
- --------------------------------------------------------------------------------
26,298 16,171
Shareholder's deficiency:
Capital stock (note 4):
Authorized:
49,990,000 common shares, no par value,
$0.001 per share
10,000 preferred shares, par value $0.001
Issued:
11,100,000 common shares 111,000 11,000
Deficit (125,701) (26,710)
- --------------------------------------------------------------------------------
(14,701) (15,710)
Going concern (note 1)
- --------------------------------------------------------------------------------
$ 11,597 $ 461
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
1
<PAGE>
ALPHACOM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
Statements of Operations and Deficit
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Year Period from Period from
ended December 15, 1997 December 15, 1997
December 31, (date of incorporation) (date of incorporation)
1999 to December 31, 1998 to December 31, 1999
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Expenses:
General and administrative $ 98,991 $ 26,710 $ 125,701
- ------------------------------------------------------------------------------------------------------
Loss for the period 98,991 26,710 125,701
Deficit, beginning of period 26,710 -- --
- ------------------------------------------------------------------------------------------------------
Deficit, end of period $ 125,701 $ 26,710 $ 125,701
- ------------------------------------------------------------------------------------------------------
Loss per share $ 0.01 $ 0.00 $ 0.01
- ------------------------------------------------------------------------------------------------------
</TABLE>
Statements of Cash Flows
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Year Period from Period from
ended December 15, 1997 December 15, 1997
December 31, (date of incorporation) (date of incorporation)
1999 to December 31, 1998 to December 31, 1999
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash provided by (used in):
Operating activities:
Loss for the period $ (98,991) $ (26,710) $ (125,701)
Increase in prepaid expenses (126) -- (126)
Increase in accounts payable 17,037 9,261 26,298
---------------------------------------------------------------------------------------------------
(82,080) (17,449) (99,529)
Financing activities:
Issuance of capital stock 100,000 11,000 111,000
Advances to (from)
parent company (7,696) 6,910 (786)
---------------------------------------------------------------------------------------------------
92,304 17,910 110,214
- ------------------------------------------------------------------------------------------------------
Increase in cash 10,224 461 10,685
Cash, beginning of period 461 -- --
- ------------------------------------------------------------------------------------------------------
Cash, end of period $ 10,685 $ 461 $ 10,685
- ------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
ALPHACOM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
Notes to Financial Statements (continued)
(Expressed in U.S. dollars)
Period from December 15, 1997 (date of incorporation) to December 31, 1999, year
ended December 31, 1999 and period from December 15, 1997 to December 31, 1998
- --------------------------------------------------------------------------------
The Company was incorporated under the laws of the State of Delaware on December
15, 1997 and is a development stage marketing distribution company operating in
the specialty publishing business.
1. Going concern:
These financial statements have been prepared on a going concern basis,
which assumes the realization of assets and liquidation of liabilities
in the normal course of business. The Company incurred a net loss of
$98,991 for 1999 and has a working capital deficiency at December 31,
1999. The application of the going concern concept is dependent on the
Company's ability to generate future profitable operations and/or
obtain additional financing to fund future operations. Management is of
the opinion that sufficient working capital will be obtained from
operations and external financing will be obtained to meet the
Company's liabilities and commitments as they become due. If the going
concern assumption were not appropriate for these financial statements,
then adjustments would be necessary to the carrying values of assets
and liabilities, the reported revenues and expenses, and the balance
sheet classifications used.
2. Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the year. Actual results could differ from those
estimates.
3. Advances to/from parent company:
Advances to/from parent company are non-interest bearing with no
specific date of repayment.
3
<PAGE>
ALPHACOM CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
Notes to Financial Statements (continued)
(Expressed in U.S. dollars)
Period from December 15, 1997 (date of incorporation) to December 31, 1999, year
ended December 31, 1999 and period from December 15, 1997 to December 31, 1998
- --------------------------------------------------------------------------------
4. Capital stock:
-----------------------------------------------------------------------
1999 1998
-----------------------------------------------------------------------
Issued:
11,100,000 common shares
(1998 - 11,000,000) $ 111,000 $ 11,000
-----------------------------------------------------------------------
Upon incorporation, the Company issued 11,000,000 common shares for
proceeds of $11,000.
On April 13, 1999, the Company issued $100,000 of common shares to
qualified investors pursuant to the offering exemptions from
registration with the Securities and Exchange Commission in the United
States provided by Regulation D, Rule 504, of the 1933 Securities Act.
5. Fair value of financial instruments:
The fair value of cash and accounts payable approximate their carrying
values. The fair value of advances to/from parent company are not
determinable due to their related party nature.
6. Income taxes:
The provision for income taxes differs from the amount computed by
applying the combined federal and state income tax rate of 44.6% to the
loss before income taxes as a result of the non-recognition of the tax
benefit of losses.
4
