U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-KSB
(Mark One)
[X] report under section 13 or 15(d) of the Securities Exchange Act of 1934 for
the fiscal year ended December 31, 1999.
_____Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ____ to ____.
Commission File No: 000-30108
IJC VENTURES CORP.
------------------
(Name of small business in its charter)
Florida 65-0911072
------- ----------
(State or other jurisdiction (IRS Employer
of Incorporation) Identification No.)
114 West Magnolia Street, Suite 400-117
-----------------
Address of Principal Executive Office (street and number)
Bellingham. WA 98225
--------------------
City, State and Zip Code
Issuer's telephone number: (360) 392-2868
Securities registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.01
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No ____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of
<PAGE>
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. ___
State issuer's revenue for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked priced of such stock, as of a specified date within
the past 60 days (See definition of affiliate in Rule12b-2): -0-
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
(Issuers involved in bankruptcy proceedings during the past five years)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ____ No ____
(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 5,000,000 as of February 29, 2000.
(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
- -------
The Company was incorporated under the laws of the State of Florida on
July 9, 1993, and is in the early developmental and promotional stages. To date
the Company's only activities have been organizational ones, directed at the
raising of capital, and preliminary efforts to seek one or more properties or
businesses for acquisition. The Company has not commenced any commercial
operations. The Company has no full-time employees and owns no real estate.
The Company's business plan is to seek, investigate, and, if warranted,
acquire one
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or more properties or businesses. Such an acquisition may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership. The Company has
very limited capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity. The Company intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.
As of the end of its fiscal year ending December 31, 1999, the Company
has not identified any business opportunity that it plans to pursue, nor has the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.
It is anticipated that the Company's officers and directors will
initiate contacts with securities broker-dealers and other persons engaged in
other aspects of corporate finance to advise them of the Company's existence and
to determine if the companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms that are
favorable to the Company or its stockholders.
The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or on an exchange such as the American or Pacific Stock Exchange. (See
"Investigation and Selection of Business Opportunities.") The Company
anticipates that the business opportunities presented to it will (i) be recently
organized with no operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv). The Company intends to concentrate its acquisition efforts
on properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have a
history of losses or low profitability.
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.
As a consequence of the Company's registration of its securities under
the Securities Exchange Act of 1934, any entity which has an interest in being
acquired by the Company is expected to be an entity that desires to become a
public company as a result
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of the transaction. In connection with such an acquisition, it is highly likely
that an amount of stock constituting control of the Company would be issued by
the Company or purchased from the Company's current principal shareholders by
the target entity or its controlling shareholders.
It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and directors,
its other stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific firm may not necessarily be indicative
of the potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product emphasis, change
or substantially augment management, or make other changes. Because of the lack
of training or experience of the Company's management, the Company will be
dependent upon the owners of a business opportunity to identify such problems
and to implement, or be primarily responsible for the implementation of,
required changes. Because the Company may participate in a business opportunity
with a newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further risks,
because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.
It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.
The analysis of business opportunities will be undertaken by or under
the supervision of the Company's executive officers and directors. Although
there are no current plans to do so, Company management might hire an outside
consultant to assist in the investigation and selection of business
opportunities, and in that event, might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or
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advisors, the criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total amount of
fees that may be paid. However, because of the limited resources of the Company,
it is likely that any such fee the Company agrees to pay would be paid in stock
and not in cash. Otherwise, the Company anticipates that it will consider, among
other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
(3) Capital requirements and anticipated availability of required
funds, to be provided from operations, through the sale of
additional securities, through joint ventures or similar
arrangements, or from other sources; and
(4) The Company's perception of how any particular business
opportunity will be received by the investment community and
by the Company's stockholders;
(5) The availability of audited financial statements for the
business opportunity; and
(6) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have
a significant prospect in the foreseeable future of becoming
sufficient to enable the securities of the Company to qualify
for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ.
No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to analyze all
factors appropriate to the opportunity and make a determination based upon
reasonable investigative measures and available data. Potential investors must
recognize that, because of the Company's limited capital available for
investigation and management's limited experience in business analysis, the
Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction. It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business opportunity may
require several additional months or more.
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising equity capital
through the public sale of securities and believe that the
5
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possible prior existence of a public market for their securities would be
beneficial, and acquisition candidates which plan to acquire additional assets
through issuance of securities rather than for cash, and believe that the
possibility of development of a public market for their securities will be of
assistance in that process. Acquisition candidates which have a need for an
immediate cash infusion are not likely to find a potential business combination
with the Company to be an attractive alternative.
Form of Acquisition
- -------------------
It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of the Company with other corporations or forms of business
organization. In addition, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company following a reorganization transaction. As part of such a
transaction, the Company's directors may resign and new directors may be
appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of up to 80% of the common stock of the combined entities
immediately following the reorganization. If a transaction were structured to
take advantage of these provisions rather than other "tax free" provisions
provided under the Internal Revenue Code, the Company's stockholders in such
circumstances would retain in the aggregate 20% or less of the total issued and
outstanding shares. This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").
It is anticipated that any securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading
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market that might develop in the Company's securities may have a depressive
effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
Employees
- ---------
The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities. No remuneration will be paid to the Company's officers except as
set forth under "Executive Compensation" and under "Certain Relationships and
Related Transactions."
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical
matters, the matters discussed in this Form 10-KSB are forward-looking
statements based on current expectations, and involve risks and uncertainties.
Forward-looking statements include, but are not limited to, statements under the
following headings:
(i) "Description of Business - General" - the general description of
the Company's plan to seek a merger or acquisition candidate, and the types of
business opportunities that may be pursued.
(ii) "Description of Business - Investigation and Selection of Business
Opportunities" - the steps which may be taken to investigate prospective
business opportunities, and the factors which may be used in selecting a
business opportunity.
(iii) "Description of Business - Form of Acquisition" - the manner in
which the Company may participate in a business acquisition.
The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to carry out
its business plan in the manner described herein.
ITEM 2. DESCRIPTION OF PROPERTY.
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The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any such
investments in the future. The Company does not currently maintain an office or
any other facilities. It does currently maintain a mailing address at 114 West
Magnolia Street, Suite 400-117, Bellingham, WA 98225 which is the address of its
president. The Company pays no rent for the use of this mailing address. The
Company does not believe that it will need to maintain an office at any time in
the foreseeable future in order to carry out its plan of operations described
herein. The Company's telephone number there is (360) 392-2868.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner of
record or beneficial owner of more than 5.0% of the securities of the Company,
or any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year which ended December 31,
1999.
Part II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Although the Company's shares have been approved for trading on the OTC
Bulletin Board under the trading symbol "IJCV," no actual trading of such shares
has occurred and no bid or asked prices have been posted. It is not anticipated
that any actual trading activity will occur until the Company has completed a
merger or acquisition transaction. The Company's securities are currently held
of record by a total of approximately 40 persons.
No dividends have been declared or paid on the Company's securities,
and it is not anticipated that any dividends will be declared or paid in the
foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity.
Results of Operations
- ---------------------
During the period from December 31, 1998 through December 31, 1999, the
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Company has engaged in no significant operations other than organizational
activities, acquisition of capital, preparation and filing of the registration
of its securities under the Securities Exchange Act of 1934, as amended,
compliance with its periodical reporting requirements, and efforts to locate a
suitable merger or acquisition candidate. No revenues were received by the
Company during this period.
The Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues. It may also
continue to operate at a loss after completing a business combination, depending
upon the performance of the acquired business.
Need for Additional Financing
- -----------------------------
The Company will require additional capital in order to meet its cash
needs for the next year, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended.
No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. Notwithstanding
the foregoing, to the extent that additional funds are required, the Company
anticipates receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering. The Company does not currently contemplate making a Regulation
S offering.
The Company may also seek to compensate providers of services by
issuances of stock in lieu of cash. For information as to the Company's policy
in regard to payment for consulting services, see "Certain Relationships and
Transactions."
Year 2000 issues are not currently material to the Company's business,
operations or financial condition, and the Company did not incur any material
expenses with respect to Year 2000 issues and as of this date, did not encounter
any Year 2000 issues.
ITEM 7. FINANCIAL STATEMENTS.
Index to Financial Statements
Report of Independent Certified Public Accountant
Balance Sheet
Statement of Loss and Accumulated Deficit
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements
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INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
IJC Ventures, Inc.
We have audited the balance sheet of IJC Ventures, Inc. as of December 31, 1999
and 1998 and the related statements of operations, changes in stockholders'
equity, and cash flows for the and each of the years in the two year period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of IJC Ventures, Inc. as of
December 31, 1999 and 1998 and the results of its operations and cash flows for
each of the years in the two year period ended December 31, 1999, in conformity
with generally accepted accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
January 12, 1999
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<TABLE>
<CAPTION>
IJC Ventures Corp.
(A Development Stage Company)
Balance Sheets
December 31, 1999 and 1998
ASSETS
------
Current assets: 1999 1998
---- ----
<S> <C> <C>
Total
current assets $ 0.00 $ 0.00
-------- --------
Total assets $ 0 $ 0
======== ========
LIABILITIES AND
---------------
STOCKHOLDERS'
-------------
EQUITY
------
Current
liabilities:
Total
current
liabilities $ 0.00 $ 0.00
-------- --------
Stockholders'
equity:
Preferred stock,
$.01 par value,
500,000 shares
authorized,
500,000 shares
issued and
outstanding 2,500 2,500
Common stock,
$.01 par value,
200,000,000
shares authorized,
5,000,000 shares
issued and
outstanding 2,500 2,500
Additional
paid-in capital 1,500 900
(Deficit)
accumulated during
development stage (6,500) (5,900)
$ 0.00 $ 0.00
-------- --------
$ 0 $ 0
======== ========
</TABLE>
See accompanying notes to financial statements.
11
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<TABLE>
<CAPTION>
IJC Ventures Corp.
(A Development Stage Company)
Statements of Operations
Years Ended December 31, 1999 and 1998
Period
From
Year Year Inception
Ended Ended on To
December 31, December 31, December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Operating expenses $ 600 $ 900 $ 6,500
--------- --------- ---------
(Loss from
operations) and net
(loss) $ (600) $ (900) $ (6,500)
========= ========= =========
Per share
information:
Basic and diluted
(loss) per common
share $ 0 $ 0 $ 0
========= ========= =========
Weighted average
shares outstanding 5,000,000 5,000,000 5,000,000
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
12
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<TABLE>
<CAPTION>
IJC Ventures Corp.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (July 9, 1993) to December 31, 1999
Deficit
Accumulated
Additional During
Common Stock Preferred Stock Paid In Development
Shares Amount Shares Amount Capital Stage Total
------ ------ ------ ------ ------- ----- -----
ACTIVITY
<S> <C> <C> <C> <C> <C> <C> <C>
Preferred shares
issued for
services
on January 3,
1994 at $.005 per
share 500,000 2,500 0 $ 0 $ 0 $ 0 $ 2,500
Common shares
issued for
services
on January 3,
1994 at $.0005
per share 0 0 5,000,000 2,500 0 0 2,500
Net (loss) for
the year
ended December
31, 1994 0 0 0 0 0 (5,000) (5,000)
-------- ------ ----------- -------- ------- -------- --------
Balance December
31, 1994 through
December 31,
1997 500,000 2,500 5,000,000 2,500 0 (5,000) 0
Contribution of
capital by
major
shareholder
share 900 900
Net (loss) for
the year
ended December
31, 1998 0 0 0 0 0 (900) (900)
Balance, December
31, 1998 500,000 2,500 5,000,000 2,500 900 (5,900) 0
-------- ------ ----------- -------- ------- -------- --------
Contribution of
capital by
major
shareholder 0 600 600
Net (loss) for
the year
ended December
31, 1999 0 0 0 0 0 (600) (600)
-------- ------ ----------- -------- ------- -------- --------
Balance, December
31, 1999 500,000 2,500 5,000,000 $ 2,500 $ 1,500 $ (6,500) $ 0
======== ====== =========== ======== ======= ======== ========
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
<TABLE>
<CAPTION>
IJC Ventures Corp.
(A Development Stage Company)
Statements of Cash Flows
Years Ended December 31, 1999 and 1998
Period
From
Year Year Inception
Ended Ended To
December December December
31, 31, 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Net income (loss) $ (600) $ (900) $ (6,500)
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Stock issued for services 5,000
Corporate expenses paid
and contributed to capital 600 900 1,500
--------- ------- ---------
Total adjustments 600 900 6,500
--------- ------- ---------
Net cash provided by
(used in) operating activities 0 0 0
--------- ------- ---------
Increase (decrease) in cash 0 0 0
Cash and cash equivalents,
beginning of period 0 0 0
--------- ------- ---------
Cash and cash equivalents,
end of period $ 0 $ 0 $ 0
========= ======= =========
See accompanying notes to financial statements.
14
<PAGE>
IJC Ventures Corp.
(A Development Stage Company)
Statements of Cash Flows
Years Ended December 31, 1999 and 1998
Period
From
Year Year Inception
Ended Ended To
December December December
31, 31, 31,
1999 1998 1999
---- ---- ----
Supplemental cash flow
information:
Cash paid for interest $ 0 $ 0 $ 0
Cash paid for income
taxes $ 0 $ 0 $ 0
</TABLE>
See accompanying notes to financial statements.
15
<PAGE>
IJC Ventures, Inc.
Notes to Financial Statements
December 31, 1999
Note 1. Organization and Summary of Significant Accounting Policies.
------------------------------------------------------------
The Company was incorporated in Florida on July 9, 1993 as Software In
Motion, Inc. and on November 5, 1998 effected a name change to IJC Ventures,
Inc. The Company is in its development stage and to date its activities have
been limited to organization and capital formation.
Loss Per Share:
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of common stock
shares outstanding during the year. Diluted EPS is computed by dividing net
income available to common stockholders by the weighted-average number of common
stock shares outstanding during the year plus potential dilutive instruments
such as stock options and warrants. The effect of stock options on diluted EPS
is determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the Company has
no potentially dilutive securities outstanding.
Intangible Assets:
The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Under SFAS
No. 121, an impairment loss would be recognized when estimated future cash flows
expected to result from the use of the asset and its eventual disposition is
less than its carrying amount. No such impairment losses have been identified by
the Company to date.
Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.
Estimates:
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from these estimates
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Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximates fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123
(FAS 123), Accounting for Stock-Based Compensation beginning with the Company's
first quarter of 1996. Upon adoption of FAS 123, the Company continued to
measure compensation expense for its stock-based employee compensation plans
using the intrinsic value method prescribed by APB No. 25, Accounting for Stock
Issued to Employees. The Company did not pay any stock based compensation during
any period presented.
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines
for all items that are to be recognized under accounting standards as components
of comprehensive income to be reported in the financial statements. The
statement is effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will be required for
comparative purposes. The Company has not engaged in transactions that would
generate other comprehensive income as defined in the statement and, therefore,
there is no difference between the Company's comprehensive income and net
income.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1, however the Company
has not incurred costs to date which would require evaluation in accordance with
the SOP.
Effective December 31, 1998, the Company adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"). SFAS 131 superseded SFAS No. 14, Financial Reporting for Segments of a
Business Enterprise. SFAS 131 establishes standards for the way that public
business enterprises report information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. SFAS 131 also
establishes standards for related disclosures about products and services,
geographic areas, and major customers.
17
<PAGE>
The adoption of SFAS 131 did not affect results of operations or
financial position. To date, the Company has not operated in any business
activity.
Effective December 31, 1998, the Company adopted the provisions of SFAS
No. 132, Employers' Disclosures about Pensions and Other Post-retirement
Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure requirements in SFAS
No. 87, Employers' Accounting for Pensions, and SFAS No. 106, Employers'
Accounting for Post-retirement Benefits Other Than Pensions. The overall
objective of SFAS 132 is to improve and standardize disclosures about pensions
and other post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.
The Company has not initiated benefit plans to date which would require
disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"),
which is required to be adopted in years beginning after June 15, 1999. SFAS 133
will require the Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. The Company has not
yet determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.
Note 2. Stockholders' Equity.
On January 3, 1994 the Company issued 500,000 shares of its preferred
stock valued at $2,500 and 5,000,000 shares of its common stock valued at $2,500
to its founders in exchange for services. During the year ended December 31,
1998, the Company's principal shareholder paid expenses of the Company amounting
to $900. The stockholder does not expect repayment of the expenses paid and the
Company has recorded the expenses as a contribution to its capital by the
shareholder. Additionally, the stockholder provides office services to the
Company that were valued at $600 for the year ended December 31, 1999. No such
costs were provided for in periods prior to the year ended December 31, 1999 as
the Company was dormant. The stockholder does not expect repayment of the
expenses paid and the Company has recorded the expenses as a contribution to its
capital by the shareholder.
18
<PAGE>
Note 3. Related Party Transactions.
The Company neither owns nor leases any real or personal property.
Office services are provided without charge by an officer of the Company. The
fair value of such costs have been estimated to be approximately $50 per month
and have been reflected in the accompanying financial statements. The officers
and directors of the Company are involved in other business activities and may
become involved in other business activities in the future. Such business
activities may conflict with the activities of the Company. The Company has not
formulated a policy for the resolution of any such conflicts that may arise.
19
<PAGE>
Part III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The directors and executive officers currently serving the Company are
as follows:
Name Age Positions Held
John Meyer 41 President/Secretary/Director
The directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer.
The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances, could
amount to as little as two hours per month, or more than forty hours per month,
but more than likely will fall within the range of five to ten hours per month.
Biographical Information
Mr. Meyer has been the Company's sole officer and director of the
Company since September 1, 1999. From May 1994 through May 1996, Mr. Meyer was a
marketing and sales consultant for Bonanza Management. From May 1996 to the
present, he has been president of Micro Management Inc. which is a consulting
firm in the business of financing, public relations, investor relations and
marketing. From November 1999 to the present Mr. Meyer has been the President of
Yellowbubble.com Inc a company whose common stock is listed on the OTC
Electronic Bulletin Board. That company is an innovative, technology driven
marketing company that is creating a global on-line community of members who are
paid to surf the web. From January 2000 to the present, Mr. Meyer has been
president of Rabatco, Inc a company whose common stock is listed on the OTC
Electronic Bulletin Board Company which is currently in the process of acquiring
MindfulEye.com Systems Inc. MindfulEye is a subscription based service for the
retail and institutional investment community that will deliver proprietary
content directly to subscribers by wireless devices, fax, e-mail and the web.
20
<PAGE>
Compliance With Section 16(a) of the Exchange Act.
- -------------------------------------------------
John Meyer is required to file a Form 5 for the fiscal year ended
December 31, 1999 and expects to do so on or before April 15, 2000.
ITEM 10. EXECUTIVE COMPENSATION.
No officer or director received any remuneration from the Company
during the fiscal year. Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the Company
other than reimbursement for out-of-pocket expenses incurred on behalf of the
Company. See "Certain Relationships and Related Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% or more
of the outstanding Common Stock of the Company. Also included are the shares
held by all executive officers and directors as a group.
Name and Number of Shares Percent of
Address Owned Beneficially Class Owned
John Meyer 4,821,000 96.42%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indemnification of Officers and Directors
- -----------------------------------------
As permitted by Florida law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of their being or having been
Company directors or officers unless, in any such action, they are adjudged to
have acted with gross negligence or willful misconduct. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.
21
<PAGE>
Conflicts of Interest
- ---------------------
None of the officers of the Company will devote more than a portion of
his time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.
Each of the Company's officers and directors also are officers,
directors, or both of several other Boulder, Colorado based development-stage
corporation in the same business as the Company. These companies may be in
direct competition with the Company for available opportunities. However, as of
the end of the Company's fiscal year, each of these entities had substantially
the same shareholders as the Company, which means that there was no actual
conflict of interest between the Company and these other entities as of that
time.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The Exhibits listed below are filed as part of this Annual
Report.
Exhibit No. Document
3.1 Articles of Incorporation (incorporated by reference from
Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission under File No. 000- 30108
3.2 Bylaws (incorporated by reference from Registration Statement
on Form 10-SB filed with the Securities and Exchange under
File No. 000-30108
27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the Company during the
last quarter of it's fiscal year ending December 31, 1998.
22
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
IJC VENTURES CORP.
By: /s/ John Meyer
(Principal Executive Officer and Director)
Date: March ___, 2000
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
__________________ Director 3/__/00
John Meyer
23
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