--------------------------------------------------------------------------------
Kirt W. James
PRESIDENT
MIVI Biomedical Technologies, Inc.
24843 Del Prado, #318
Dana Point, CA 92629
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
34700 Pacific Coast Highway, Suite 303
Capistrano Beach, CA 92624
(949) 248-9561
fax (949) 248-1688
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Check the appropriate box:
[X] Preliminary information statement
[_] Confidential, for use of the Commission only (as permitted by Rule
14c-6(d)(2))
[_] Definitive information statement
MIVI Biomedical Technologies Inc.
------------------------------------
(Name of Registrant as specified in Its Charter)
Payment of filing fee (check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number or the
form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) date filed:
1
<PAGE>
TABLE OF CONTENTS
I. LETTER TO SHAREHOLDERS 3
II. GENERAL INFORMATION 4
A. Date, Time, and Place Information 4
B. Dissenter's Rights of Appraisal 5
C. Voting Securities and Principal Holders thereof 5
D. Stock Ownership and Certain Beneficial Owners and Management 5
E. Directors and Executive Officers 6
F. Compensation of Directors and Executive Officers 7
G. Ratification of Independent Public Accountants 8
H. Compensation Plan 8
I. Amendments of Charter, Bylaws or Other Documents 8
III. EXHIBITS 11
Annex A. September 30, 2000 Quarterly Report on Form 10-QSB 12
Annex B. July 20, 2000 Report on Form 8-K 23
Annex C. Annual Report to Shareholders - derived from 10-SB 27
2
<PAGE>
MIVI Biomedical Technologies Inc.
24843 Del Prado, Suite 318
Dana Point, CA 92629
October _, 2000
Dear Shareholder:
The enclosed information statement is being furnished to shareholders of record
on October 16, 2000, of MIVI Biomedical Technologies, Inc. ("We", "Our"), a
Nevada corporation in connection with the following actions taken by written
consent of holders of a majority of the outstanding shares of our common stock
entitled to vote on the following proposals:
1. To change and restore our corporate name to its original name, Last
Company Clothing, Inc.
2. To re-elect Kirt James and Pete Chandler to serve as our board of
directors until our annual meeting for 2001.
3. To ratify the appointment of Chisholm & Associates as our auditors.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Our board of directors has fully reviewed and unanimously approved the
actions in connection with the above proposals and has determined that the
actions are fair and in the best interests of our shareholders.
Holders of approximately 89.85% of our common stock have executed a written
consent in favor of the proposals described herein. However, under federal law
these proposals will not be effected until at least 20 days after this
Information Statement has first been sent to stockholders.
By Order of the Board of Directors,
/s/Kirt W. James
Kirt W. James, President
3
<PAGE>
The date of this Information Statement is [insert date]
MIVI BIOMEDICAL TECHNOLOGIES, INC.
24843 Del Prado, Suite 318, Dana Point, CA 92629
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE NOT REQUESTED TO SEND US A PROXY.
II. GENERAL INFORMATION
This Information Statement is furnished by our Board of Directors in
connection with the following actions taken by written consent of holders of a
majority of the outstanding shares of our common stock entitled to vote on the
actions:
1. To change and restore our corporate name to its original name, Last
Company Clothing, Inc.
2. To re-elect Kirt James and Pete Chandler to serve as our board of
directors until our annual meeting for 2001.
3. To ratify the appointment of Chisholm & Associates as our auditors.
A. DATE, TIME AND PLACE INFORMATION
There WILL NOT be a meeting of shareholders and none is required under
---------
Nevada General Corporation Law when an action has been approved by written
consent by holders of a majority of the outstanding shares of our common stock.
This information statement is first being mailed on or about October ___, 2000
to the holders of Common Stock as of the Record Date, October 16, 2000. Under
Federal law the record date was determined as the date that the first public
announcement was made of the Agreement and Plan of Reorganization.
PLEASE READ THE ENTIRE DOCUMENT. Further information is available by
request or can be accessed on the Internet. We are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files annual and quarterly reports, proxy
statements and other information with the Securities Exchange Commission (the
"SEC"). Reports, proxy statements and other information filed by MIVI Biomedical
Technologies, Inc. can be accessed electronically by means of the SEC's home
page on the Internet at http://www.sec.gov or at other Internet sites such as
------------------
http://www.freeedgar.com. You can read and copy any materials that we file with
----------------------
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549; the SEC's regional offices located at Seven World Trade
4
<PAGE>
Center, New York New York, 10048, and at 500 West Madison Street, Chicago,
Illinois 60661. You can obtain information about the operation of the SEC's
Public Reference Room by calling the SEC at 1-800-SEC-0330. A copy of any
public filing is also available, at no charge, by faxing a request to our legal
counsel, William Stocker, at 949-248-1688.
B. DISSENTERS' RIGHTS
There are no proposals made that would give rise to dissenter's rights to
appraisal or repurchase of shares.
C. VOTING SECURITIES
We presently have only one class of voting stock outstanding, namely its
common stock. This Company's Common Voting Stock of par value $0.001 per share,
of which 50,000,000 shares are authorized and 4,896,800 shares were issued and
outstanding as of the Record Date, October 16, 2000. Each outstanding share is
entitled to one vote. Only shareholders of record at the close of business on
the Record Date are entitled to notice.
D. STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
1. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
To the best of our knowledge and belief the following disclosure presents the
total security ownership of all persons, entities and groups, known to or
discoverable by Registrant, to be the beneficial owner or owners of more than
five percent of any voting class of Registrant's stock. More than one person,
entity or group could be beneficially interested in the same securities, so that
the total of all percentages may accordingly exceed one hundred percent of some
or any classes. Please refer to explanatory notes if any, for clarification or
additional information.
2. SECURITY OWNERSHIP OF MANAGEMENT.
To the best of Registrant's knowledge and belief the following disclosure
presents the total beneficial security ownership of all Directors and Nominees,
naming them, and by all Officers and Directors as a group, without naming them,
of Registrant, known to or discoverable by Registrant. More than one person,
entity or group could be beneficially interested in the same securities, so that
the total of all percentages may accordingly exceed one hundred percent of some
or any classes. Please refer to explanatory notes if any, for clarification or
additional information. Table A following discloses the share ownership actually
issued and outstanding.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
5
<PAGE>
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner. Actual %
Ownership
----------------------------------------------------------
Kirt W. James (1). . . . . . . . . . . 4,400,000 89.85
24843 Del Prado #318
Dana Point CA 92629 President
----------------------------------------------------------
Pete Chandler. . . . . . . . . . . . . 0 0.00
430 4th Street
Ogden UT 84404 Secretary
----------------------------------------------------------
All Officers and Directors as a Group. 4,400,000 89.85
----------------------------------------------------------
Intrepid International Ltd. (1). . . . 4,400,000 89.85
Apartado 8807
Panama 5 Panama
----------------------------------------------------------
Total Other 5% Owners. . . . . . . . . 4,400,000 89.85
----------------------------------------------------------
TOTAL ALL AFFILIATES . . . . . . . . . 4,400,000 89.85
----------------------------------------------------------
Total Shares Issued and Outstanding. . 4,486,800 100.00
----------------------------------------------------------
</TABLE>
(1) Mr. James is an Officer of Intrepid International Ltd., our principal
shareholder. Please see Item 7, Relationships and Transactions, for more
information and disclosure about Intrepid.
3. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership of, and transactions in, the Company's securities with the Securities
and Exchange Commission. Such directors, executive officers and 10% stockholders
are also required to furnish the Company with copies of all Section 16(a) forms
they file.
To our knowledge, the following table sets forth the directors, executive
officers and beneficial owners of more than 10% of any class of the Company's
equity securities registered pursuant to Section 12 of the Exchange Act that
failed to file on a timely basis:
<TABLE>
<CAPTION>
<S> <C> <C>
Individual . . . . . . No. of Late Reports No. of Transactions
not reported
----------------------------------------------------------------
Kirt James . . . . . . 1 0
----------------------------------------------------------------
Pete Chandler. . . . . 1 0
----------------------------------------------------------------
Intrepid International 1 0
----------------------------------------------------------------
</TABLE>
E. DIRECTORS AND EXECUTIVE OFFICERS
By majority consent, proposal 2 was approved for the re-election of our
existing board of directors; Kirt James, and Pete Chandler, to serve until the
next meeting of shareholders. The business experience and biographies of the
Directors are as follows:
6
<PAGE>
Kirt W. James, (age 42) President/Director has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987
to 1990 Mr. James built retail markets for American International Medical Supply
Co., a publicly traded company. In 1990 he formed and became President of HJS
Financial Services, Inc., and was responsible for the day to day business
operations of the firm as well as consultation with Clients concerning their
business and Product Development. He remains the President and Sole Shareholder
of HJS, which is presently substantially inactive. During the past five years
Mr. James has been involved in the valuation of private companies for internal
purposes, and as a consultant to private companies engaged in the private sale
and acquisition of other private businesses. He has also assisted private and
public companies in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and in some cases has served as an interim officer and director of public
companies in their development stage. The following disclosure identifies those
public companies with which he has been involved during the past five years:
Earth Industries, Inc., EditWorks, Ltd., Market Formulation & Research, Inc.,
Mex Trans Seafood Consulting, Inc., BBB-Huntor Associates, Inc., eWorld Travel
Corp., Knowledge Networks, Inc., and North American Security & Fire. He is also
an Officer and Director of Oasis 4th Movie Project, an operating non-trading
company, and DP Charters, Inc. a public company currently quoted on the "Pink
Sheets".
Pete Chandler, (age 30) Secretary-Treasurer/Director was born and raised in
Northern Utah, where he received a Bachelor of Science Degree from Weber State
University, in finance and business administrations. He also attended DeVry
Institute of Technology in Phoenix Arizona, where he studied computer
information and accounting systems. He serves as Director of Research & Finance,
for Corporate Relations & Management, Inc., from August 1999 and presently. From
February 1997 until August 1999, he served as financial markets liaison to
Jordan Richards Associates. From October 1994 until October 1996, he was an
investment consultant to Everen Securities. From January 1, 1994 to October
1994, he was an agent for New York Life Insurance Company. From August 1993 to
December 1993, he was a sales and leasing representative for Freeway Oldsmobile,
Cadillac, Mazda. Mr. Chandler is a Board Member of the Foster Care Citizens
Board, appointed in 1995, and involved in its community service activities. Mr.
Chandler serves on the Board of Directors of the following corporations: Ecklan
Corporation, NetAir.com, Inc., and Snohomish Equity Corporation.
F. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized until we launch operations
and achieve revenues. Intrepid International, our principal shareholder provides
our management services and the services of Mr. James, its officer. Intrepid
bills us on a time-fee basis. Its billings are reflected as general and
administrative expenses on our financial statements. Mr. James is not
compensated directly for his services to us. He is beneficially interested in
the general profitability of Intrepid International Ltd. Our affairs have not
required a substantial commitment of time by Mr. James to date. Mr. Chandler has
not accrued any compensation as of this filing. Mr. Chandler devotes only
insubstantial time to our affairs. The Summary Compensation Table on the
following page is as of December 31, 1999.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
a. . . . . b c d e f g h I
-------------------------------------------------------------------------------------------------
Other Securities
Name . . . Annual Restric Under-
and. . . . Compen- ted lying All Other
Principal. sation ($) Stock Options LTIP Compen-
Position . Salary Bonus Awards SARs (#) Payouts sation
Year ($) ($) ($) ($) ($)
-------------------------------------------------------------------------------------------------
Kirt James 1999 0 0 0 0 0 0 0
President. 1998 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------
</TABLE>
G. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
By majority shareholder consent to proposal 3, the ratification of Chisholm
& Associates as our auditors has been approved. Chisholm & Associates prepared
the audited financial statements for the fiscal years ending December 31, 1999
and 1998. During the past two years there have been no changes in, or
disagreements with, accounts on accounting and/or financial disclosure.
H. COMPENSATION PLAN
No plan of compensation is expected to be adopted or authorized until we
launch operations and achieve revenues.
I. AMENDMENTS OF CHARTER, BYLAWS OR OTHER DOCUMENTS
By majority shareholder consent, proposal 1 has been approved such that our
Articles of Incorporation will be amended to change our corporate name to the
original name of Last Company Clothing, Inc. or a substantially similar name.
1. On July 17, 2000 an 8-K was filed with the Securities Exchange Commission
stating the following:
ITEM 5. OTHER INFORMATION
(A) NEGOTIATIONS, DISCUSSIONS, PRELIMINARY ACTIONS.
On July 5, 2000, pursuant to Majority Shareholder Action, the following
proposals were adopted which may result in a change of control of this
Corporation, if consummated.
(1) Increase the authorized number of directors to a maximum of 15.
8
<PAGE>
(2) Approve and empower the Board of Directors to effect, a forward split
of the issuer's common stock, every one share to become two shares, including
the increase of authorized capital from 50,000,000 to 100,000,000 shares.
The record date for entitlement to the forward split is July 20, 2000. The date
for distribution of the additional one share for every share owned, as of the
close of business on July 20, 2000, shall be July 28, 2000.
(3) Ratify and Approve the acquisition of M-I Vascular Innovations, Inc.,
in exchange for the issuance of common shares on a one-to-one basis, not to
exceed 20,000,000 post-split shares.
(4) Approve and authorize a change of the corporate name to become MIVI
Biomedical Technologies, Inc., or similar name at the discretion of the Board of
Directors.
(5) Elect the following persons as directors to take office upon closing of
acquisition of MIVI Biomedical Technologies, Inc., or similar name: (5.1) Dr.
Robert Ian Gordon Brown, (5.2) Dr. Jean-Francois Marquis, (5.3) James D.
Davidson, (5.4) Alan P. Lindsay, (5.5) Zhi-Yong (John) Ma, (5.6) Ronald L.
Handford, (5.7) Kita Tosetti, (5.8) Peter K. Jensen, (5.9) Michael Smorch, and
(5.10) Stephen Walters.
(B) NO TRANSACTION HAS TAKEN PLACE. The acquisition so authorized has not
taken place. The foregoing information is intended to disclose the terms of the
discussions and negotiations to date. There has been no change of control nor
change in Officers or Directors, as of this date. This transaction is not
expected to close, if at all, before August 1, 2000, and is contingent upon
acceptance for quotation of our common stock on the OTCBB. If our stock is not
accepted for such quotation, then the proposed acquisition will not close, and
preliminary agreements will be rescinded.
(C) FORM 10-SB REGISTRATION STATEMENT EFFECTIVE. Our Form 10-SB registration
statement that was filed pursuant to the Securities Exchange Act of 1934 became
effective on July 7, 2000, and is clear of any comments from the SEC staff. Our
market maker requested that our stock be considered for quotation on the OTCBB
based upon the "piggyback exception" to Rule 15c2-11 that is available for
companies with securities trading in another interdealer quotation system. Our
market maker has been informed by the NASD that the piggyback exception could
not be relied upon based on the information in the previously filed Form 8-K,
here amended, that improperly lead the reader to believe that a change of
control had taken place. It is our hope that the NASD will reassess its position
based upon the corrected information filed herein. In the event that the
piggyback exception is not made available to us, then our market maker will be
required to file a Form 211 with the NASD on our behalf for our securities to be
considered for quotation on the OTCBB.
It is management's belief that it is to the advantage of the shareholders of our
company, that our securities be expeditiously approved for trading on the OTCBB
in order that our proposed transaction be closed. Our company currently has
limited operations and no profitability. When management was approached by
representatives of M-I Vascular Innovations concerning a proposed business
combination, we determined that this business combination would provide a better
opportunity than does our present business plan for our shareholders to realize
9
<PAGE>
value from their investment. Should the approval for quotation not be granted by
the NASD within a reasonably short period of time, then M-I Vascular has the
right to unilaterally cancel this proposed transaction. Should the transaction
be cancelled, then we will continue our limited business operations and will
remain open to a favorable business combination. M-I Vascular, incorporated on
January 20, 1999, is in the business of developing vascular support products
that it intends to manufacture and sell to the cardiovascular industry for use
in the treatment of cardiovascular disease. They have developed a proprietary
design and process to manufacture a cardiovascular medical device that is
comparable to what is in use in the industry today, but at a significantly
reduced manufacturing cost.
2. On October 16, 2000 a form 10-QSB was filed with the Securities Exchange
Commission stating the following:
(ITEM 5. OTHER INFORMATION)
(A) NO ACQUISITION. The possible acquisition (previously announced) of M-I
Vascular Innovations, Inc., in exchange for the issuance of common shares on a
one-to-one basis, not to exceed 20,000,000 post-split shares, has been cancelled
and will not take place.
(B) NO CHANGE OF MANAGEMENT. The following persons shall not become officers or
directors of this corporation: (5.1) Dr. Robert Ian Gordon Brown, (5.2) Dr.
Jean-Francois Marquis, (5.3) James D. Davidson, (5.4) Alan P. Lindsay, (5.5)
Zhi-Yong (John) Ma, (5.6) Ronald L. Handford, (5.7) Kita Tosetti, (5.8) Peter K.
Jensen, (5.9) Michael Smorch, and (5.10) Stephen Walters.
Kirt W. James and Pete Chandler continue as our Officers/Directors.
(C) FORMER BUSINESS PLAN. Management is reviewing the feasibility or
reinstating our original business plan. No decision has been made in this
respect. Accordingly, we may now be deemed to be a "blank check company" as
defined in Rule 419; namely, a company seeking a business or business
combination.
(D) AFFILIATE SHARES. It is the view of the Staff of the Commission that, both
before and after the business combination or transaction with an operating
entity or other person, the promoters or affiliates of blank check companies, as
well as their transferee are `underwriters' of the securities issued.
Accordingly, we are also of the view that the securities involved can only be
resold through registration under the Securities Act. Similarly Rule 144 would
not be available for resale transactions in this situation. Reference is made to
Rule 145. It is accordingly the opinion of our Special Securities Counsel that
the (pre-split) 2,200,000, (post-split) 4,400,000, affiliate-owned shares are
not entitled to rely on Rule 144 or Sec 4(1) of the Securities Act of 1933, for
resale. These shares are unregistered securities which cannot be resold without
registration.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
By Order of the Board of Directors of
MIVI BIOMEDICAL TECHNOLOGIES, INC.
October __, 2000
/s/Kirt W. James /s/Pete Chandler
Kirt James Pete Chandler
President/director Secretary/director
--------------------------------------------------------------------------------
EXHIBITS INDEX
Page No.
--------------------------------------------------------------------------------
Annex A. September 30, 2000 Quarterly Report on Form 10-QSB 12
Annex B. July 20, 2000 Report on Form 8-K 23
Annex C. Annual Report to Shareholders - derived from 10-SB 27
--------------------------------------------------------------------------------
11
<PAGE>
--------------------------------------------------------------------------------
ANNEX A.
SEPTEMBER 30, 2000 QUARTERLY REPORT ON FORM 10-QSB
--------------------------------------------------------------------------------
12
<PAGE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-60567
For the Quarter ended September 30, 2000
MIVI Biomedical Technologies, Inc.
(formerly and to be restored to Last Company Clothing, Inc.)
Nevada 88-0422308
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point CA 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949)248-8933
The Common Stock registered pursuant to Section 12(g)of the Act: Common Stock
4,896,800
Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed
all report required to be filed by Section 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.)
As of September 30, 2000, the number of shares outstanding of the Registrant's
Common Stock was 4,896,800.
13
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.
Attached hereto and incorporated herein by this reference are the following
financial statements:
--------------------------------------------------------------------------------
Exhibit FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
00-QF3 Un-Audited Financial Statements for the three months and nine months
ended September 30, 2000
--------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. None at this time. Please
see Part II, Item 5. Management is reviewing the feasibility or reinstating our
original business plan. No decision has been made in this respect. Accordingly,
we may now be deemed to be a blank check company as defined in Rule 419;
namely, a company seeking a business or business combination. As of the date of
filing this report, no plan has been formulated.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
None at this time. Our accounts payable are legal and professional fees capable
of deferment without prejudice.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Information from the last quarter is provided for reference.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Balance Sheet . . . 9/30/00 6/30/00 12/31/99
--------------------------------------------------
Cash. . . . . . . . $ 2,779 $ 2,779 $ 8,979
Accounts Receivable 0 0 0
--------------------------------------------------
Total Assets. . . . 2,779 2,779 8,979
Accounts Payable. . 26,622 7,268 0
Other Liabilities . 0 0 0
--------------------------------------------------
Total Liabilities . 26,622 7,268 0
==================================================
</TABLE>
Our Accounts payable consist primarily of legal and professional fees.
14
<PAGE>
Inception Inception
March 26, March 26,
1999 1999
to to
Operations. April 1 to June 30 June 30, Sept 30,
2000 1999 2000 2000
-----------------------------------------------------------------------
Revenues:. . $ 0 $ 0 $ 0 $ 1,000
(Expenses):. (13,468) (41,749) (116,717) (137,071)
Net (Loss) . (13,468) (41,749) (116,717) (136,071)
-----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Operations . July 1 to September 30 January 1 to September 30
2000 1999 2000 1999
--------------------------------------------------------------------------------------
Revenues:. . $ 1,000 $ 0 $ 1,000 $ 0
(Expenses):. (20,354) (0) (33,822) (0)
Net (Loss) . (19,354) 0 (32,822) 0
</TABLE>
Our expenses consist primarily of legal and professional fees. We enjoyed
some incidental non-recurring revenues not considered indicative of future
results.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
(a) On July 5, shareholders approved the following:
(1) increase the number of directors to a maximum of 15;
(2) effect an increase in the authorized capital of the Corporation, from
the present 50,000,000 shares, to 100,000,000 shares of common stock, AND effect
a forward split of the issuer's common stock, every one share to become two
shares on the record date of July 20, 2000;
(3) effect an acquisition of M-I Vascular Innovations, Inc., a Delaware
Corporation, in exchange for the issuance of common shares on a one-to-one
basis, not to exceed 20,000,000 post-split shares;
15
<PAGE>
(4) effect a change of the name of the corporation to become MIVI
Biomedical Technologies, Inc., or its substantially similar equivalent; and
(5) elect the following persons as directors to take office upon closing of
acquisition of MIVI Biomedical Technologies, Inc., or similar name: (1) Dr.
Robert Ian Gordon Brown; (2) Dr. Jean-Francois Marquis; (3) James D. Davidson;
(4) Alan P. Lindsay; (5) Zhi-Yong (John) Ma; (6) Ronald L. Handford; (7) Kita
Tosetti; (8) Peter K. Jensen; (9) Michael Smith; and (10) Stephen Walters.
(b) On October 12, 2000, the acquisition having failed, majority shareholders
approved the following:
To restore the corporate name to its former name, Last Company Clothing,
Inc.
ITEM 5. OTHER INFORMATION
(A) NO ACQUISITION. The possible acquisition (previously announced) of M-I
Vascular Innovations, Inc., in exchange for the issuance of common shares on a
one-to-one basis, not to exceed 20,000,000 post-split shares, has been cancelled
and will not take place.
(B) NO CHANGE OF MANAGEMENT. The following persons shall not become officers or
directors of this corporation: (5.1) Dr. Robert Ian Gordon Brown, (5.2) Dr.
Jean-Francois Marquis, (5.3) James D. Davidson, (5.4) Alan P. Lindsay, (5.5)
Zhi-Yong (John) Ma, (5.6) Ronald L. Handford, (5.7) Kita Tosetti, (5.8) Peter K.
Jensen, (5.9) Michael Smorch, and (5.10) Stephen Walters.
Kirt W. James and Pete Chandler continue as our Officers/Directors.
(C) FORMER BUSINESS PLAN. Management is reviewing the feasibility or
reinstating our original business plan. No decision has been made in this
respect. Accordingly, we may now be deemed to be a blank check company as
defined in Rule 419; namely, a company seeking a business or business
combination.
(D) AFFILIATE SHARES. It is the view of the Staff of the Commission that, both
before and after the business combination or transaction with an operating
entity or other person, the promoters or affiliates of blank check companies, as
well as their transferee are `underwriters' of the securities issued.
Accordingly, we are also of the view that the securities involved can only be
resold through registration under the Securities Act. Similarly Rule 144 would
not be available for resale transactions in this situation. Reference is made to
Rule 145. It is accordingly the opinion of our Special Securities Counsel that
the (pre-split) 2,200,000, (post-split) 4,400,000, affiliate-owned shares are
not entitled to rely on Rule 144 or 4(1) of the Securities Act of 1933, for
resale. These shares are unregistered securities which cannot be resold without
registration.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) On or about July 20, 2000, we announced the possible acquisition of M-I
Vascular Innovations, Inc., and a forward split of the issuer's common stock,
every one share to become two shares, including the increase of authorized
capital from 50,000,000 to 100,000,000 shares, and a name change to MIVI
Biomedical Technologies, Inc.
(b) On or about August 15, 2000 (subsequent event to this Quarter) we
announced that the acquisition had not taken place and indicated doubt that it
would.
(c) In fact, as reported herein, that acquisition will not take place.
16
<PAGE>
EXHIBIT INDEX
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS AND DOCUMENTS
--------------------------------------------------------------------------------
Exhibit FINANCIAL STATEMENTS
00-QF3 Un-Audited Financial Statements for the three months and nine months
ended September 30, 2000
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 2000, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.
Dated: October 16, 2000
MIVI BIOMEDICAL TECHNOLOGIES, INC.
by
/S/Kirt W. James /s/Pete Chandler
Kirt W. James Pete Chandler
president/director secretary/director
17
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 00-QF3
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS
ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
18
<PAGE>
MIVI BIOMEDICAL TECHNOLOGIES, INC.
BALANCE SHEET (UNAUDITED)
For the fiscal year ended December 31, 1999
And the nine month period ended September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
2,000 1999
(Unaudited)
------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,779 $ 8,979
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 2,779 8,979
------------------------------------------------------------------------------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 2,779 $ 8,979
==========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 26,622 $ 0
------------------------------------------------------------------------------------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . $ 26,622 $ 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 4,896,800 shares,
and 4,896,800 shares respectively . . . . . . . . . 4,897 4,897
Additional Paid-In Capital . . . . . . . . . . . . . . 107,331 109,560
Accumulater Equity (Deficit) . . . . . . . . . . . . . (136,071) (103,249)
------------------------------------------------------------------------------------------
Total Stockholders' Equity . . . . . . . . . . . . . . (23,843) 11,208
------------------------------------------------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY . . . . . . . $ 2,779 $ 11,208
==========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
MIVI BIOMEDICAL TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
September 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
From
Inception on
From July From July From January From January March 26,
1, 2000 to. 1, 1999 to 1, 2000 to 1, 1999 to 1999 through
September 30, September 30, September 30, September 30, September 30,
2000 1999 2000 1999 2000
Revenues. . . . . . . . . $ 1,000 -0- $ 1,000 -0- $ 1,000
-------------------------------------------------------------------------------------------------------------
Net Loss from Operations. 20,354 -0- 33,822 -0- 137,071
Net Income (Loss) . . . . ($19,354) -0- ($32,822) -0- ($136,071)
=============================================================================================================
Loss per Share. . . . . . $ (0.00395) -0- $ (0.00670) -0- $ (0.02785)
=============================================================================================================
Weighted Average
Shares Outstanding. . 4,896,800 4,848,400 4,896,800 4,456,800 4,886,324
=============================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
MIVI BIOMEDICAL TECHNOLOGIES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
For the period from inception of the Development Stage
On March 26, 1999, through December 31, 1999
And for the nine months ended September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
Common Stock issued at inception, 4,456,800 4,457 (2,229) 0 2,228
March 26, 1999
Common Stock sold for cash at
$0.50 per share . . . . . . . 440,000 440 109,560 0 0
Net Loss during the period
ended December 31, 1999 . . . 0 0 0 (103,249) 0
---------- ----------- ------------- --------- ----------------
Balances at December 31, 1999 . . 4,896,800 4,897 107,331 (103,249) 8,979
Net Loss during the period
ended September 30, 2000. . . 0 0 0 (32,822) 0
---------- ----------- ------------- --------- ----------------
Balances at September 30, 2000. . 4,896,800 4,897 107,331 (136,071) (23,843)
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
MIVI BIOMEDICAL TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the periods ended September 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
March 26,
For the periods 1999 through
ended September 30, September 30,
2000 1999 2000
------------------------------------------------------------------------------------------
Operating Activities
Net Income (Loss). . . . . . . . . . . . . . . ($32,822) ($41,749) ($136,071)
Less items not effecting cash:
shares issued for services . . . . . . . . 0 0 2,228
increase in accounts payable . . . . . . . 26,622 0 26,622
---------------------------------------------------------------------------------------
Net Cash from Operations . . . . . . . . . . . (6,200) (41,749) (107,221)
Cash Increase (Decrease) sale of Common Stock. 0 110,000 110,000
---------------------------------------------------------------------------------------
Net increase (decrease) in cash. . . . . . . . (6,200) 68,251 2,779
Beginning Cash . . . . . . . . . . . . . . . . 8,979 -0- 0
Cash as of Statement Date. . . . . . . . . . . $ 2,779 $ 68,251 $ 2,779
=======================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
MIVI BIOMEDICAL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
for the fiscal year ended December 31, 1999
and for the periods ended September 30, 1999 and 2000
NOTES TO FINANCIAL STATEMENTS
MIVI Biomedical Technologies, Inc ("the Company") has elected to omit
substantially all footnotes to the financial statements for the nine months
ended September 30, 2000, since there have been no material changes (other than
indicated in other footnotes) to the information previously reported by the
Company in their Annual Report filed on Form 10-KSB for the Fiscal year ended
December 31, 1999.
STOCKHOLDERS' EQUITY STATEMENT
In July, 2000, the Shareholders of the Company elected to forward split the
Company's common stock on the basis of two new shares for each one existing
share. The Statements of Stockholders' Equity have been prepared to present the
forward split as if it had been in effect since inception.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
23
<PAGE>
--------------------------------------------------------------------------------
ANNEX B.
JULY 20, 2000 REPORT ON FORM 8-K
--------------------------------------------------------------------------------
24
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933
Date of Report: July 20, 2000
Commission File Number: 000-30567
Last Company Clothing, Inc.
Nevada 88-0422308
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point CA 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-8933
INTRODUCTION
This Report is filed for sole purpose of correcting the Report on Form 8-K
dated July 10, 2000. The gist of the correction is that the change of control
erroneously reported under Item 1, and the acquisition of assets under Item 2,
and the change of directors in Item 6, all formerly reported, have not occurred,
as reported, but are subject to a condition precedent to closing of the proposed
acquisition.
ITEM 1. CHANGE OF CONTROL OF REGISTRANT. None to date. Please see Item 5.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Please see Item 5.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. None.
ITEM 5. OTHER EVENTS.
(A) NEGOTIATIONS, DISCUSSIONS, PRELIMINARY ACTIONS.
On July 5, 2000, pursuant to Majority Shareholder Action, the following
proposals were adopted which may result in a change of control of this
Corporation, if consummated.
(1) Increase the authorized number of directors to a maximum of 15.
(2) Approve and empower the Board of Directors to effect, a forward split
of the issuer's common stock, every one share to become two shares, including
the increase of authorized capital from 50,000,000 to 100,000,000 shares.
25
<PAGE>
The record date for entitlement to the forward split is July 20, 2000.
The date for distribution of the additional one share for every share owned,
as of the close of business on July 20, 2000, shall be July 28, 2000.
(3) Ratify and Approve the acquisition of M-I Vascular Innovations, Inc.,
in exchange for the issuance of common shares on a one-to-one basis, not to
exceed 20,000,000 post-split shares.
(4) Approve and authorize a change of the corporate name to become MIVI
Biomedical Technologies, Inc., or similar name at the discretion of the Board of
Directors.
(5) Elect the following persons as directors to take office upon closing of
acquisition of MIVI Biomedical Technologies, Inc., or similar name: (5.1) Dr.
Robert Ian Gordon Brown, (5.2) Dr. Jean-Francois Marquis, (5.3) James D.
Davidson, (5.4) Alan P. Lindsay, (5.5) Zhi-Yong (John) Ma, (5.6) Ronald L.
Handford, (5.7) Kita Tosetti, (5.8) Peter K. Jensen, (5.9) Michael Smorch, and
(5.10) Stephen Walters.
(B) NO TRANSACTION HAS TAKEN PLACE. The acquisition so authorized has not
taken place. The foregoing information is intended to disclose the terms of the
discussions and negotiations to date. There has been no change of control nor
change in Officers or Directors, as of this date. This transaction is not
expected to close, if at all, before August 1, 2000, and is contingent upon
acceptance for quotation of our common stock on the OTCBB. If our stock is not
accepted for such quotation, then the proposed acquisition will not close, and
preliminary agreements will be rescinded.
(C) FORM 10-SB REGISTRATION STATEMENT EFFECTIVE. Our Form 10-SB
registration statement that was filed pursuant to the Securities Exchange Act of
1934 became effective on July 7, 2000, and is clear of any comments from the SEC
staff. Our market maker requested that our stock be considered for quotation on
the OTCBB based upon the "piggyback exception" to Rule 15c2-11 that is available
for companies with securities trading in another interdealer quotation system.
Our market maker has been informed by the NASD that the piggyback exception
could not be relied upon based on the information in the previously filed Form
8-K, here amended, that improperly lead the reader to believe that a change of
control had taken place. It is our hope that the NASD will reassess its position
based upon the corrected information filed herein. In the event that the
piggyback exception is not made available to us, then our market maker will be
required to file a Form 211 with the NASD on our behalf for our securities to be
considered for quotation on the OTCBB.
It is management's belief that it is to the advantage of the shareholders of our
company, that our securities be expeditiously approved for trading on the OTCBB
in order that our proposed transaction be closed. Our company currently has
limited operations and no profitability. When management was approached by
representatives of M-I Vascular Innovations concerning a proposed business
combination, we determined that this business combination would provide a better
opportunity than does our present business plan for our shareholders to realize
value from their investment. Should the approval for quotation not be granted by
the NASD within a reasonably short period of time, then M-I Vascular has the
right to unilaterally cancel this proposed transaction. Should the transaction
be cancelled, then we will continue our limited business operations and will
remain open to a favorable business combination. M-I Vascular, incorporated on
January 20, 1999, is in the business of developing vascular support products
that it intends to manufacture and sell to the cardiovascular industry for use
in the treatment of cardiovascular disease. They have developed a proprietary
design and process to manufacture a cardiovascular medical device that is
comparable to what is in use in the industry today, but at a significantly
reduced manufacturing cost.
ITEM 6. CHANGES OF REGISTRANT'S DIRECTORS. None to date. Please see Item 5.
26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
July 20, 2000
LAST COMPANY CLOTHING, INC.
by
/s/Kirt W. James /s/Pete Chandler
Kirt W. James Pete Chandler
President and Director Secretary and Director
27
<PAGE>
--------------------------------------------------------------------------------
ANNEX C.
ANNUAL REPORT TO SHAREHOLDER
Derived from 10-SB, filed May 5, 2000
--------------------------------------------------------------------------------
28
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS
Last Company Clothing, Inc.
(currently MIVI Biomedical Technologies, Inc, to be restored to original name)
A NEVADA CORPORATION
CORPORATE HEADQUARTERS
24843 Del Prado, Suite 318,
Dana Point CA, 92626
The following Securities are registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934:
CLASS-A COMMON VOTING EQUITY STOCK
4,896,800
29
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION.. This Corporation Last Company
Clothing (formally "the Registrant", but more commonly "we", "us" and "our") was
duly incorporated in Nevada on March 26, 1999. On March 26, we made our initial
issuance of 2,228,400 Founders Shares of Common Stock to five founders, one
principal affiliate founder, and four non-affiliate founders. Founders shares
were issued pursuant to section 4(2) of the Securities Act of 1933 and were
issued as Restricted Securities in accordance with Rule 144(a). Our principal
affiliate founder was Intrepid International Ltd. Please see Item 5 of this Part
for more information about Intrepid and its personnel. Also, on March 26, 1999,
we opened a limited offering of 300,000 shares of common stock, pursuant to
Regulation D, Rule 504, as then in force, extended to persons with pre-existing
relationships with Intrepid and its management, and to persons introduced to us
by such persons. The offering closed April 3, 1999. 220,000 shares had been
placed at $0.50 per share, for a total of $111,000.00. No commissions or
underwriting were involved to discount these proceeds received by us.
Accordingly 2,448,400 shares of our common stock are issued and outstanding.
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
(B) BUSINESS OF THE REGISTRANT. From inception to date, our business plan has
been to engage in the business of importing and wholesaling a line of clothing
to serve the retail trade known as the "action sports" or "extreme" sports
industry. The primary target market is "generation Y" (ages 11-20) and
"generation X" (ages 21-30). We intend to make available a wide variety of
fashions and accessories for each of the distinctive tastes. Our market will be
the stores that sell the kinds of products we intend to offer. These are stores
which offer their customers such products as sports clothing, equipment,
accessories, used in such sports as surfing, skateboarding, in-line skating,
motor-sports, biking and snow boarding.
THE MARKET for these products, and the clothing we will offer, is based
upon the growing appeal and "counter-culture" market, which thrives on active
participation in non-traditional sports. It is our conclusion that many of
generations X and Y want to be identified by the distinctive looks of the
various sports, each sport with its own unique style of dress: surfers as
surfers, skateboarders, snowboarders, each as such. Much of this fashion is
identified as "hip-hop" or "punk", with the look of baggy clothing, longer
shorts, "cool" logos, "sick" athletic shoes, and such. For this reason a very
wide variety of clothing, fashions and accessories will be offered for these
distinctive tastes. We are directing principal attention to ownerships of
multiple retail locations in Southern California, as our initial launch targets.
We expect that once the retail locations have been acquired, we will be able to
benefit from common management, purchasing policies, and secondary marketing
efforts by the retail vendors. We believe that such a carefully controlled
launch will be more likely to succeed, in contrast to an attempt to interest too
many different outlets all at initial launch. Once a marketing base is
established, we feel that expansion to include more targets will be facilitated
and manageable.
WEBSITE DIRECT SALES. We have drawn the following general information from
ActivMedia Research: http://www.activmediaresearch.com and
ePaynews.com/statistics, regarding the general characteristics of goods/service
type tangible goods, in the direct retail sales industry.
(1) The optimal online consumer target market is indeed generations X and
Y. The projected percent of customers who purchase on-line is 30%. Delivery for
on-line sales is by traditional shipping. The average on-line transaction size
for e-commerce enabled sites for all demographic markets is $244 for business to
30
<PAGE>
consumer and $800 for business to business. Margins are 34-40%. The support
required is low to moderate. There are some communication and cultural barriers
to exporting which need to be considered when international sales are addressed.
The primary advantage to on-line sales is convenience and time-saving. Visual
and/or audio previewing is important. Product customizing is not indicated as
desirable for on-line marketing. Website costs are about $100 to start, with
about $300 per month ongoing. Website marketing does not obviate traditional
forms of advertising. It is important to advertise products and make the website
address known.
(2) There are certain industry standards, or indicators of success, using
website marketing of extreme sports clothing. Existing sales should increase by
hundreds or perhaps thousands of new prospects. International inquiries can be
reasonably projected to reach 35% of total hits. Telecommunications costs will
increase but may be offset substantially with the reduced facsimiles and reduced
costs of catalogue distribution, with potentially higher margins.
(3) The future in direct sales is online. In 1999 over 6 million direct
sales online transaction resulted in $200 million in revenue which consisted
on 1.1% of the retail market. By 2010, over 29 million transactions will result
in over $1.1 trillion in revenue and will consist of 10-24 % of the direct
retail market (Source: Peppers & Rogers Group). In 1999 Worldwide online
transactions were 145 billion. By the year 2004 Worldwide online transactions
will reach 7.29 trillion, (Source: Gartner Group). In 1999 over 34% on online
companies operated within a profit. By 2002 over 42% of online companies with
at least three years of online operations will operate profitability.
Accordingly, we plan to pursue wholesale distribution to retail outlets as
well as developing direct website sales. Our website catalog will include the
same sporting goods and apparel at prominent Southern California retailers,
initially. We will seek over time to introduce new and less familiar products as
trends develop.
Fewer than half a billion dollars in revenues were generated on the World
Wide Web during 1995. However, that was a growth rate of more than 2100% over
1994. In 1999, Internet transactionss reached $95 billion. In 2002, with the
continued growth and consumer familiarity with the Internet, Internet
transactions will reach $466 billion. Currently, the major share of such online
revenues are divided among fewer than a thousand companies.
FULFILLMENT. We have not determined yet whether to attempt to handle our
own fulfillment of website orders, but it is likely that we will begin by
handling these functions ourselves. With increasing success, measured by volume
of sales, it will be necessary to out-source these functions with one of several
established out-sourcing firms.
LOAN FINANCING NOT PRACTICAL. There is little likelihood that we will seek
loan financing during our present development stage, first because it is
unlikely that we could obtain it, and second, that debt service is not as
attractive as capital formation in stages over time. It may be necessary for the
issuer to obtain this minimal funding by borrowing, possibly with a guaranty
from its officers, directors or principal shareholder, for minimal corporate
maintenance, as described in Item 2, Management's Discussion and Analysis.
DEPENDENCE ON MANAGEMENT. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, Managements Discussion and
Analysis or Plan of Operation, and also Item 7 of this Part, Certain
Relationships and Related Transactions.
(3) STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE. None to
date.
31
<PAGE>
(4) COMPETITIVE BUSINESS CONDITIONS AND THE SMALL BUSINESS REGISTRANT'S
COMPETITIVE POSITION IN THE INDUSTRY. Other established and better capitalized
firms are engaged in the business we propose to enter. Competition in this
industry is intense and the intensity is expected to increase, both in wholesale
and direct website marketing.
(5) SOURCES OF AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF
PRINCIPAL SUPPLIERS. Numerous sources of sports apparel are available world wide
from manufacturers, other wholesalers and distributors.
(6) DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS. Not Applicable yet.
(7) PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY
AGREEMENTS OR LABOR CONTRACTS. None.
(8) NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND STATUS. Not Applicable. We do not intend to engage in importation or sales
of products which require specific governmental approval or licensing.
(9) EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE
BUSINESS. Not Applicable.
(10) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.
(11) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable
(12) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. None at this
time, other than our Officers and Directors.
(13) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. None. We
have encountered and expect to encounter no difficulties resulting from year
2000 compliance problems.
ITEM 2. DESCRIPTION OF PROPERTY.
The Registrant has no property and enjoys the non-exclusive use of office
and telephone services of its officers and attorneys. The Registrant neither
owns or leases any real or personal property. Office services are provided
without charge. Such costs are immaterial to the financial statements and,
accordingly have not been reflected therein. We do not pay for incidental office
services. We may be billed for extraordinary office services, such as copying
and printing, and major mailings. Any such extraordinary charges are included in
our general and administrative expenses.
ITEM 3. LEGAL PROCEEDINGS.
There are no legal proceedings pending against our Company, as of the
preparation of this Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
32
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
Our Common Stock is not quoted Over the Counter on the Bulletin Board
("OTCBB"). Our Common Stock was cleared for quotation Over the Counter in the
NQB Pink Sheets on March 3, 2000. As of the date of this report the common
stock was trading at $0.38 per share. An application has been filed with the
NASD for trading on the OTCBB. We are in the process of satisfying the comments
of the NASD staff. To the best of the Registrant's knowledge and belief, there
has been no market activity, buying or selling, of the common stock of this
Registrant, in brokerage transactions.
(B) HOLDERS. There are presently 37 shareholders of our common stock.
(C) DIVIDENDS. No dividends have been paid by the Company on its Common Stock
or other Stock and no such payment is anticipated in the foreseeable future.
(D) REVERSE ACQUISITIONS. A reverse acquisition of a target business or
company would be expected to involve a change of control of the Registrant, and
the designation of new management. The financial statements of this Registrant
would become largely unreflective of the true condition of the Registrant after
such an acquisition. Shareholder approval would be solicited, pursuant to the
laws of the State of Nevada, to approve the acquisition, change of control, and
any material corporate changes incidental to the reorganization of this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
We are not searching for a profitable business opportunity. We are pursuing
our business plan. This contingency is disclosed for the possibility that our
business might fail. We are not presently a reverse acquisition candidate.
Should our business fail, we would not be able effectively, under current laws
and regulations to attract capital, and would be required to seek such an
acquisition to achieve profitability for our shareholders.
33
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(A) PLAN OF OPERATION: NEXT TWELVE MONTHS. The entry into an established
marketing field is never quick or easy. There are two initial problems:
establishing sources of products, and identifying markets for them. Since about
May, of 1999, we issuer have been engaged in designing our intended web-site.
The process has included careful study of competing websites, and a discrete
survey of products on the shelf in retail stores. The major domestic suppliers
of sports wear have been identified, and the inventory of international sources
is currently incomplete and in progress. Since July of 1999, we have been
conducting informal surveys of young people, the target market, to determine
present and future trends in tastes and new technologies continually being
incorporated into action sports products and accessories. We have been studying
international trade and tariff agreements, in an effort to determine what issues
and expenses we may face in importation from Europe, Asia, and Latin American
countries, and in searching for correspondents in these countries and regions.
We remain essentially a start-up development stage company, with limited
capital resources. Our initial funding has been devoted to organization and
pre-launch activities. It is manifestly clear that our present funding is not
sufficient for the launch of its operations, and that the issuer must interest
investors in one or more secondary capital formation programs before it can
launch.
Management is now engaged in evaluating the feasibility of further limited
offerings or private placements, whether to develop a program for investors
involving royalties or profit participation in actual product sales, with
investments tied to specific products, or whether to attempt to register
securities for sale, pursuant to Sec 5 of the Securities Act of 1933. It is the
conclusion of management that significant additional capital formation is
necessary to launch our operations successfully.
(14) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
This Registrant has no substantial cash requirements for the next twelve months,
to remain in its present pre-launch condition. It is the opinion of management
that we would require about $100,000 to launch our operations in the next twelve
months.
First, to sustain our corporation in pre-launch mode we have indicated
substantial self-sufficiency,, for the reason that we would, in that event,
anticipate no activity during that period, other than compliance with our
reporting requirements. Our required management, legal and professional service
requirements during that period are believed to believed capable of being
secured for deferred payment or payment in new investment shares of common
stock. There is a significant exception to the previous statement. Our Auditor
cannot lawfully or properly be compensated otherwise than by payment for
services in cash as billed by such independent auditor. This significant cash
requirement is foreseen to be not less than $5,000.00 nor more than $10,000.00
during the next twelve months. This minimal funding by borrowing, possibly with
a guarantee from its officers, directors or principal shareholder. There is no
assurance possible that even these minimal requirements for cash can be met. The
failure to maintain current auditing of the corporate affairs would result in
the failure to met our intentions to file periodic reports, voluntarily or
otherwise, at the close of its next fiscal year, December 31, 1999. The expenses
of its audit, legal and professional requirements, including expenses in
connection with this 1934 Act Registration of its common stock, may be advanced
by its management and principal shareholder. No significant cash or funds are
required for Management to evaluate possible transactions. No such activity is
expected for at least the next six months.
Our auditor has commented: "The Company is a development stage company as
defined in Financial Accounting Standards Board Statement No.7. It is
34
<PAGE>
concentrating substantially all of its efforts in raising capital and developing
its business operations in order to generate significant revenues." As
previously noted we are actively engaged in limited pre-launch investigations;
however it is clear that we will require substantial capital to launch our
operations.
Second, in the more important and desirable event that operations are to
be launched during the next twelve months, as intended, it will be necessary for
us to obtain sufficient working capital to insure that our operations could
continue for long enough to achieve profitability.
While we have disclosed the results of such a contingency, do not
anticipate any such contingency upon which we would voluntarily cease filing
reports with the SEC, even though we might cease to be required to do so under
current rules. It is in our compelling interest to be a reporting company and to
report our affairs quarterly, annually and currently, as the case may be,
generally to provide accessible public information to interested parties, and
also specifically to maintain its qualification for the OTCBB, if and when the
Registrant's intended application for submission be effective. Capital formation
programs cannot be approached responsibly with our maintenance of our reporting
status.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. We were
incorporated in March of 1999. We have not launched our operations. Our activity
during this last year has been confined to the identification of markets and
sources of products for resale.
(2) FUTURE PROSPECTS. We are unable to predict when we may launch our
intended operations, or failing to do so, when and if we may elect to
participate in a business acquisition opportunity. The reason for this
uncertainty arises from its limited resources, and competitive disadvantages
with respect to other public or semi-public issuers, and uncertainties about
compliance with NASD requirements for trading on the OTCBB. Notwithstanding the
foregoing cautionary statements, assuming the continuation of current
conditions, we would expect to develop a capital formation strategy and launch
operations during the next twelve to eighteen months, if we can effect quotation
of our common stock on the OTCBB.
(C) REVERSE ACQUISITION CANDIDATE. We are not searching for a profitable
business opportunity. This contingency is disclosed for the possibility that our
business might fail. We are not presently a reverse acquisition candidate.
Should our business fail, we would not be able effectively, under current laws
and regulations to attract capital, and would be required to seek such an
acquisition to achieve profitability for our shareholders.
ITEM 7. FINANCIAL STATEMENTS.
Please see the Exhibit Index found on page 12 of this Report. The financial
statements listed therein, attached hereto and filed herewith are incorporated
herein by this reference as though fully set forth herein.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
35
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following persons are our Officers and Directors of Registrant, having taken
office from the inception of our corporation, to serve until their successors
might be elected or appointed. The time of the next meeting of shareholders has
not been determined.
Kirt W. James, (age 42) President/Director has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987
to 1990 Mr. James built retail markets for American International Medical Supply
Co., a publicly traded company. In 1990 he formed and became President of HJS
Financial Services, Inc., and was responsible for the day to day business
operations of the firm as well as consultation with Clients concerning their
business and Product Development. He remains the President and Sole Shareholder
of HJS, which is presently substantially inactive. During the past five years
Mr. James has been involved in the valuation of private companies for internal
purposes, and as a consultant to private companies engaged in the private sale
and acquisition of other private businesses. He has also assisted private and
public companies in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and in some cases has served as an interim officer and director of public
companies in their development stage. The following disclosure identifies those
public companies with which he has been involved during the past five years:
Earth Industries, Inc., EditWorks, Ltd., Market Formulation & Research, Inc.,
Mex Trans Seafood Consulting, Inc., BBB-Huntor Associates, Inc., eWorld Travel
Corp., Knowledge Networks, Inc., and North American Security & Fire. He is also
an Officer and Director of Oasis 4th Movie Project, an operating non-trading
company, and DP Charters, Inc. a public company currently quoted on the "Pink
Sheets".
Pete Chandler, (age 30) Secretary-Treasurer/Director was born and raised in
Northern Utah, where he received a Bachelor of Science Degree from Weber State
University, in finance and business administrations. He also attended DeVry
Institute of Technology in Phoenix Arizona, where he studied computer
information and accounting systems. He serves as Director of Research & Finance,
for Corporate Relations & Management, Inc., from August 1999 and presently. From
February 1997 until August 1999, he served as financial markets liaison to
Jordan Richards Associates. From October 1994 until October 1996, he was an
investment consultant to Everen Securities. From January 1, 1994 to October
1994, he was an agent for New York Life Insurance Company. From August 1993 to
December 1993, he was a sales and leasing representative for Freeway Oldsmobile,
Cadillac, Mazda. Mr. Chandler is a Board Member of the Foster Care Citizens
Board, appointed in 1995, and involved in its community service activities. Mr.
Chandler serves on the Board of Directors of the following corporations: Ecklan
Corporation, NetAir.com, Inc., and Snohomish Equity Corporation.
ITEM 10. EXECUTIVE COMPENSATION.
There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized until we launch operations
and achieve revenues. Intrepid International, our principal shareholder provides
our management services and the services of Mr. James, its officer. Intrepid
bills us on a time-fee basis. Its billings are reflected as general and
administrative expenses on our financial statements. Mr. James is not
compensated directly for his services to us. He is beneficially interested in
the general profitability of Intrepid International Ltd. Our affairs have not
required a substantial commitment of time by Mr. James to date. Mr. Chandler has
not accrued any compensation as of this filing. Mr. Chandler devotes only
insubstantial time to our affairs.
36
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge and
belief the following disclosure presents the total beneficial security ownership
of all Directors and Nominees, naming them, and by all Officers and Directors as
a group, without naming them, of Registrant, known to or discoverable by
Registrant. Please refer to explanatory notes if any, for clarification or
additional information.
(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. Please refer to explanatory notes if
any, for clarification or additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
Actual
<S> <C> <C>
Name and Address of Beneficial Owner. %
Ownership
----------------------------------------------------------
Kirt W. James (1). . . . . . . . . . . 2,200,000 89.85
24843 Del Prado #318
Dana Point CA 92629 President
----------------------------------------------------------
Pete Chandler. . . . . . . . . . . . . 0 0.00
430 4th Street
Ogden UT 84404 Secretary
----------------------------------------------------------
All Officers and Directors as a Group. 2,200,000 89.85
----------------------------------------------------------
Intrepid International Ltd. (1). . . . 2,200,000 89.85
Apartado 8807
Panama 5 Panama
----------------------------------------------------------
Total Other 5% Owners. . . . . . . . . 2,200,000 89.85
----------------------------------------------------------
TOTAL ALL AFFILIATES . . . . . . . . . 2,200,000 89.85
----------------------------------------------------------
Total Shares Issued and Outstanding. . 2,448,400 100.00
----------------------------------------------------------
</TABLE>
(1) Mr. James is an Officer of Intrepid International Ltd., our principal
shareholder. Please see Item 7, Relationships and Transactions, for more
information and disclosure about Intrepid.
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Registrant.
37
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We have identified Intrepid International as our principal shareholder. We
are billed by Intrepid for services of Intrepid's personnel on a time-fee basis.
Disclosure is now provided as to the Intrepid entities, and its officers and
owners. Intrepid consists of two entities: Intrepid International, S.A., a
Panama Corporation, and Intrepid international, Ltd., a Nevada Corporation, its
wholly-owned United States Agency. Intrepid International is engaged
internationally in providing assistance to business and corporate interests.
(D) INTREPID INTERNATIONAL, S.A. The officers and directors of Intrepid
International, S. A. (Panama) are comprised of three individuals; Laurencio Ja n
O., Teodoro F. Franco L. and Leopoldo Kennion G. All three of these individuals
are Panamanian citizens and each serves as an officer and a director of the
Company.
Laurencio Ja n O., an original incorporator who has served as President and
Director of the Company since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Ja n was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world's largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, one of the most prestigious law firms in Panam
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm practices maritime, aviation and
commercial law and currently is the legal firm for: IBERIA (the Spanish national
airline), KLM (the Dutch national airline), VIASA (the Venezuelan national
airline), Aeroflot (the Russian national airline) and various smaller Latin
American national airlines as well as being the registered agents for thousands
of ocean going ships around the world flying the Panamanian flag. Mr. Franco
brings to the Company a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Company, is, and has
for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below.
(E) INTREPID INTERNATIONAL, LTD. The officers and directors of Intrepid
International, Ltd. (Nevada) are comprised of two individuals; Kirt W. James,
and J. Dan Sifford, Jr. Both these individuals are U.S. citizens.
38
<PAGE>
Kirt W. James, is one of our Officers. His biography is found in Item 5 of
this Part I.
J. Dan Sifford, Jr. For the past several years Mr. Sifford has served as
United States Managing Director of Intrepid International, S.A. a Panama
Corporation, providing consulting services to international private companies in
approaching the United States public market place for products, financing and
securities. Mr. Sifford is not and has never been a broker-dealer. He has acted
primarily as consultant, and in some cases has served as an interim officer and
director of public companies in their development stage. The following
disclosure identifies those public companies: Air Epicurean, Inc., All American
Aircraft, Earth Industries, Ecklan Corporation, EditWorks, Ltd., Market., Market
Formulation & Research, Inc., NetAir.com, Inc., NSJ Mortgage Capital
Corporation, Inc., North American Security & Fire, Oasis 4th Movie Project,
Professional Recovery Systems, Inc., Richmond Services, Inc., Telecommunications
Technologies, Ltd., and World Staffing II, Inc. Of these last mentioned
companies, he is currently serving in this Registrant, in Ecklan Corporation, in
Oasis Entertainment's 4th Movie Project, in Richmond Services, Inc, NetAir.com,
Inc. and in Editworks Ltd.
He grew up in Coral Gables, Florida, where he attended Coral Gables High
School and the University of Miami. After leaving the University of Miami, Mr.
Sifford formed a wholesale consumer goods distribution company which operated
throughout the southeastern United States and all of Latin America. In 1965, as
an extension of the operations of the original company, he founded Indiasa
Corporation (Indiasa), a Panamanian company which was involved in supply and
financing arrangements with many of the Latin American Governments, in
particular, their air forces and their national airlines. As customer
requirements dictated, separate subsidiaries were established to handle specific
activities. During each of the past five years he has served as President of
Indiasa, which serves only as a holding company owning: 100% of Indiasa Aviation
Corp. (a company which owns aircraft but has no operations); 100% of Overseas
Aviation Corporation (a company which owns Air Carrier Certificates but has no
operations); 50% of Robmar International, S.A. (a company operates a
manufacturing plant in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger airline operating in the Caribbean, and has been its president
continuously during each of the past five years.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(F) FINANCIAL STATEMENTS. Please see Exhibit Index following.
(G) FORM 8-K REPORTS. None.
(H) EXHIBITS. None.
39
<PAGE>
Exhibit Index
Each Exhibit is filed under an Exhibit Cover-page, and indexed by the
Exhibit Number, Description, and sequential page number of this Report.
FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
Exhibit Index
--------------------------------------------------------------------------------
F-1 Audited Financial Statements for the year ended Dec. 31, 1999 and from
inception.
F-2 Unaudited Financial Statements for the six months ended June 30, 2000
--------------------------------------------------------------------------------
40
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
LAST COMPANY CLOTHING, INC.
by
/S/Kirt W. James /s/Pete Chandler
Kirt W. James Pete Chandler
president/director secretary/director
41
<PAGE>
--------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS
FOR THE PERIODS ENDING DECEMBER 31, 1999, AND FROM INCEPTION
--------------------------------------------------------------------------------
42
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Financial Statements
December 31, 1999
43
<PAGE>
C O N T E N T S
Independent Auditors Report
Balance Sheet
Statement of Operations
Statement of Stockholders Equity
Statement of Cash Flows
Notes to the Financial Statements
44
<PAGE>
INDEPENDENT AUDITOR S REPORT
To the Board of Directors and Stockholders of
Last Company Clothing, Inc.
We have audited the accompanying balance sheet of Last Company Clothing, Inc. (a
Development Stage Company) as of December 31, 1999 and the related statements
of operations, stockholders equity and cash flows from inception on March 26,
1999 through 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 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 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 Last Company Clothing, Inc. (a
Development Stage Company) as of December 31, 1999 and the results of its
operations and cash flows from inception on March 26, 1999 through 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 Note 2, the Company s
operating loss and lack of working capital raise substantial doubt about its
ability to continue as a going concern. Management s plans in regard to those
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/Crouch, Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
March 16, 2000
45
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Balance Sheet
December 31,
1999
--------------------------------------------------------------------------------
ASSETS
Current assets
Cash $ 8,979
Total Current Assets 8,979
--------------------------------------------------------------------------------
Total Assets $ 8,979
================================================================================
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Total Current Liabilities 0
================================================================================
Stockholders Equity
Common Stock, authorized
50,000,000 shares of $.001 par value,
issued and outstanding 2,448,400 2,448
Additional Paid in Capital 109,780
Deficit Accumulated During the
Development Stage (103,249)
Total Stockholders Equity 8,979
--------------------------------------------------------------------------------
Total Liabilities and Stockholders Equity $ 8,979
================================================================================
The accompanying notes are an integral part of these financial statements.
46
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Statement of Operations
From inception on
March 26, 1999
through
December 31,
1999
--------------------------------------------------------------------------------
Revenues: $ 0
Expenses:
General and administrative 103,249
Total Expenses 103,249
================================================================================
Net Loss $ (103,249)
--------------------------------------------------------------------------------
Net Loss Per Share $ (.04)
--------------------------------------------------------------------------------
Weighted average shares outstanding 2,399,511
The accompanying notes are an integral part of these financial statements.
47
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Statement of Stockholders Equity
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount capital Stage
--------------------------------------------------------------------------------
Balances at March 26, 1999 0 $ 0 $ 0 $ 0
================================================================================
Stock issued for services at
$.001 per share 2,228,400 2,228 0 0
Stock issued for
cash at $.50 per share 220,000 220 109,780 0
Net loss for the period
ended December 31, 1999 0 0 0 (103,249)
--------------------------------------------------------------------------------
Balance,
December 31, 1999 2,448,400 $2,448 $109,780 $(103,249)
================================================================================
The accompanying notes are an integral part of these financial statements.
48
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Statement of Cash Flows
From inception on
March 26, 1999
through
December 31,
1999
--------------------------------------------------------------------------------
Cash Flows form Operating
Activities
Net loss $ (103,249)
--------------------------------------------------------------------------------
Adjustments to reconcile
net loss to net cash
provided by operations:
Stock for services 2,228
Net Cash (Used) Provided by
Operating Activities (101,021)
================================================================================
Net Cash (Used) Provided by
Investing Activities 0
================================================================================
Cash Flows from Financing
Activities:
Issued common stock for cash 110,000
Net Cash (Used) Provided by
Financing Activities 110,000
================================================================================
Net increase (decrease) in cash 8,979
================================================================================
Cash, beginning of year 0
Cash, end of year $ 8,979
Supplemental Cash Flow Information:
Cash paid for interest $ 0
Cash paid for taxes $ 0
Non-cash financing activities:
Shares issued for services $ 2,228
The accompanying notes are an integral part of these financial statements.
49
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Last Company Clothing, Inc. (the Company) was organized under the laws of
the State of Nevada on March 26, 1999. The Company was organized for the
purpose of importing and wholesaling a line of clothing in the extreme sports
industry (i.e. snowboards, skateboards, apparel).
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $103,249 that will be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2014. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at December 31,
1999.
Deferred tax asset:
NOL carrryforward $35,000
Valuation allowance (35,000)
---------------------------------------------------------------
Total $ 0
fUse of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements and
expenses during the reporting period. In these financial statements, assets,
liabilities and expenses involve extensive reliance on management s estimates.
Actual results could differ from those estimates.
50
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has few assets and no
operations and is dependent upon financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management s plan to raise capital in order
to define their business operations, thus creating necessary operating revenue.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and defining its business operation in
order to generate significant revenues.
NOTE 4 - Related Party Transactions
The Company loaned a corporation under common ownership $21,500 during the
period ended December 31, 1999. The note was non-interest bearing, unsecured,
and due within one year. The Company received $21,500 on this receivable during
1999. The balance of the note at December 31, 1999 is $0.
NOTE 5 - Equity
During March 1999, the Company issued 2,228,400 shares of common stock for
services valued at $2,228.
During June 1999, the Company issued 220,000 shares of common stock for cash
of $110,000.
51
<PAGE>
--------------------------------------------------------------------------------
F-2
UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
52
<PAGE>
LAST COMPANY CLOTHING, INC.
BALANCE SHEET (UNAUDITED)
For the fiscal year ended December 31, 1999
And the six month period ended June 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, December 31,
2000 1999
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,779 $ 8,979
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 2,779 8,979
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 2,779 $ 8,979
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 7,268 $ 0
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . $ 7,268 $ 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 2,448,400 shares,
and 2,448,400 shares respectively . . . . . . . . . 2,448 2,448
Additional Paid-In Capital . . . . . . . . . . . . . . 109,780 109,780
Accumulater Equity (Deficit) . . . . . . . . . . . . . (116,717) (103,249)
Total Stockholders' Equity . . . . . . . . . . . . . . (4,489) 8,979
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY . . . . . . . $ 2,779 $ 8,979
</TABLE>
The accompanying notes are an integral part of these financial statements.
53
<PAGE>
LAST COMPANY CLOTHING, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
And the periods ended June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
March 26,
For the periods. 1999 through
ended June 30, . June 30,
2000 1999 2000
----------------------------------------------------------------------
Revenues . . . . . . . . . $ 0 $ 0 $ 0
Net Loss from Operations . 13,468 41,749 (116,717)
Net Income (Loss). . . . . ($13,468) ($41,749) ($116,717)
Loss per Share . . . . . . ($0.00550) ($0.01722) ($0.04777)
Weighted Average
Shares Outstanding . . 2,448,400 2,424,200 2,443,162
</TABLE>
The accompanying notes are an integral part of these financial statements.
54
<PAGE>
LAST COMPANY CLOTHING, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
For the period from inception of the Development Stage
On March 26, 1999, through December 31, 1999
And for the six months ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
Common Stock issued at inception, 2,228,400 $ 2,228 $ 0 $ 0 $ 2,228
March 26, 1999
Common Stock sold for cash at
$0.50 per share . . . . . . . 220,000 220 109,780 0 0
Net Loss during the period
ended December 31, 1999 . . . 0 0 0 (103,249) 0
Balances at December 31, 1999 . . 2,448,400 2,448 109,780 (103,249) 8,979
---------- ------------ ------------- ----------- -----------------
Net Loss during the period
ended June 30, 2000 . . . . . 0 0 0 (13,468) 0
Balances at June 30, 2000 . . . . 2,448,400 $ 2,448 $ 109,780 ($116,717) ($4,489)
---------- ------------ ------------- ----------- -----------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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LAST COMPANY CLOTHING, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
And the periods ended June 30, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
March 26,
For the periods. 1999 through
ended June 30, June 30,
2000 1999 2000
Operating Activities
Net Income (Loss). . . . . . . . . . . . . . . ($13,468) ($41,749) ($116,717)
Less items not effecting cash:
shares issued for services . . . . . . . . 0 0 2,228
increase in accounts payable . . . . . . . 7,268 0 7,268
Net Cash from Operations . . . . . . . . . . . (6,200) (41,749) (107,221)
Cash Increase (Decrease) sale of Common Stock. 0 110,000 110,000
Net increase (decrease) in cash. . . . . . . . (6,200) 68,251 2,779
Beginning Cash . . . . . . . . . . . . . . . . 8,979 0 0
Cash as of Statement Date. . . . . . . . . . . $ 2,779 $ 68,251 $ 2,779
</TABLE>
The accompanying notes are an integral part of these financial statements.
56
<PAGE>
LAST COMPANY CLOTHING, INC.
NOTES TO FINANCIAL STATEMENTS
for December 31, 1999 and the periods ended June 30, 1999 and 2000
1-FORMATION AND OPERATIONS OF THE COMPANY
Last Company Clothing, Inc. (the "Company") was incorporated on March 26,
1999 in the State of Nevada. The Company is engaged in the business of
importing and wholesaling a line of clothing to serve the retail trade known as
"action sports industry" or extreme sports industry". Customers of those retail
stores, in addition to the Company's clothing, will have access to a wide range
of clothing, sports equipment and accessories that are used in such sports
surfing, skateboarding, in-line skating, moto-sports, biking snow-boarding. The
appeal for the products in these stores is to an ever growing "counter-culture"
market which thrives on active participation in non-traditional sports. The
primary target market is generation Y (ages 10-17) and generation X (ages 18-28)
who want to be identified by the distinctive looks of the various sports. The
Company intends to make available a wide variety of fashions and accessories for
each of these distinctive tastes.The Company is authorized to issue 50,000,000
Common Shares each with a par value of $0.001. The Board of Directors and
Shareholders of the Company have authorized the issuance of a minimum of
200,000, and a maximum of 300,000 of its Common Shares in a Regulation D, 504
offering. As of the date of these statements 220,000 shares have been sold
pursuant to that offering.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are maintained
and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's proposed fiscal year end for accounting and tax purposes is
December 31.
(c) ORGANIZATION COSTS
The Company incurred $2,228 of organization costs in 1999. These costs
were paid by shareholders of the Company and were exchanged for 2,228,400 shares
of common stock having a par value of $2,228. The organization costs are
detailed as follows:
Legal services in connection with preparation
and filing state and federal documents for
incorporation and for and for its Regulation
504 stock offering, $ 1,243,
Preparation of financial statements, 800,
State filing fees, 185.
---
Total $ 2,228.
57
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Last Company Clothing, Inc.
Notes to Financial Statements
for December 31, 1999 and the periods
ended June 30, 1999 and 2000
continued
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash Flows,
Cash Equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or less.
Whatever cash amounts included on the Company's Statements of Cash Flow,
however, will be comprised exclusively of cash.
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and all of its records are located at 24843 Del
Prado, Suite 318, Dana Point, California 92629.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its officers
or directors. Officers of the Company will be reimbursed for out-of-pocket
expenses and may be compensated for the time they devote to the Company. In
addition, Officers may receive compensation for services performed on behalf of
the Company. The terms of any such compensation will be determined on the basis
of the nature and extent of the services which may be required and will be no
less favorable to the Company than the charges for similar services made by
independent third parties who are similarly qualified. No officer or director
is required to make any specific amount or percentage of his business time
available to the Company.
5-STOCKHOLDERS' EQUITY.
The Company is authorized to issue 50,000,000 shares of common stock having a
par value of $0.001. In March 1999, 2,228,400 shares of Common Stock, were
issued in exchange for organizational costs which were valued by management at a
total of $2,228. In March and April 1999, 220,000 shares of Common Stock, were
issued in exchange for cash in the amount of $110,000.
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