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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999
or
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ___________ to ___________
000-30100
---------------------
(Commission File No.)
CORPAS INVESTMENTS, INC.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
FLORIDA 59-2890565
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1640 5TH STREET, SUITE 218, SANTA MONICA, CA 90405
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number, including area code: (310) 392-5640
Securities registered under Section 12(b) of the
Securities Exchange Act of 1934:
COMMON STOCK, PAR VALUE $.001 PER SHARE
Securities registered under Section 12(g) of the
Securities Exchange Act of 1934: NONE
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [ ] No [X]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and no disclosure will be contained, to the best of
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. [ ]
Issuer's revenues for its most recent fiscal year were $0.
The aggregate market value of the common stock held by non-affiliates computed
by reference to the closing price of the registrant's common stock as reported
on the OTC Electronic Bulletin Board on May 1, 2000, was $107,759,013.
As of May 1, 2000, there were 14,078,579 shares of issuer's common stock
outstanding.
Documents incorporated by reference: NONE
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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EXPLANATORY NOTE
This Form 10-KSB/A amends the Form 10-KSB filed by Corpas Investments,
Inc. (the "Company") on April 14, 2000 to correct the cover page, to amend Item
5 (Market for Common Equity and Related Stockholder Matters), Item 9 (Directors,
Executive Officers, Promotors, and Control Persons; Compliance with Section
16(a) of the Exchange Act); Item 11 (Security Ownership of Certain Beneficial
Owners and Management) and Item 12 (Certain Relationships and Related
Transactions), and to add Exhibit 10.4 - Office Lease and Exhibit 27.1 -
Financial Data Schedule.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock has been quoted on the OTC Electronic Bulletin Board
under the symbol "CPIM" since October 1999. We have no shares of preferred stock
outstanding. The following table sets forth the quarterly high and low closing
sale prices of our common stock for the calendar periods indicated, as reported
by Commodity Systems, Inc. Quotations reflect inter-dealer prices, without
adjustments for retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions.
Common Stock
-----------------------
Period High Low
------ ------- -------
Year Ended December 31, 1999
1st Quarter................................. $N/A $N/A
2nd Quarter................................. $N/A $N/A
3rd Quarter................................. $N/A $N/A
4th Quarter................................. $5.4736 $5.1178
As of May 1, 2000, there were approximately 162 holders of record of
our common stock. On May 1, 2000, the closing sale price of our common stock as
quoted on the OTC Electronic Bulletin Board was $12 per share.
We have not declared or paid any cash dividends on our common stock and
do not intend to declare or pay any cash dividends in the foreseeable future.
The payment of dividends, if any, is within the discretion of our board of
directors and will depend on our earnings, if any, our capital requirements and
financial condition, and such other factors as the board of directors may
consider.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding each of
our directors and executive officers as of May 1, 2000.
NAME AGE POSITION
- ---- -- --------
Ross A. Love................... 38 Chief Executive Officer, and Chairman of
the Board
Edward Z. Estrin................ 50 Chief Financial Officer and Director
Gene Fein....................... 35 President and Director
Marvin Scaff.................... 34 Director
Dr. Lawrence Ribley............. 35 Director
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ROSS A. LOVE has served as our Chief Executive Officer and Chairman of
the Board since November 24, 1999. From December 1998 to the present, Mr. Love
has held the position of Entrepreneur in Residence with Strategic Acquisition
Ventures, or SAV, a technology incubator with offices in Palo Alto, California
and Tampa, Florida that specializes in technology and Internet investments.
While with SAV, Mr. Love helped to conceive two internet-based companies,
BrainBuzz.com and NewHomes.com. In 1995, Mr. Love founded www.Mothernature.com,
a leading online brand for the vitamin and supplement market and served as
Mothernature.com's CEO, President, and Chairman from November 1995 to May 1998.
While at Mothernature.com, he was responsible for day-to-day operations, the
development of strategic relationships with major portals such as Yahoo!, AOL,
and Time Warner and successfully hired and transferred to a second stage
management team in 1998 that raised $62 million in private equity financing from
12 top tier venture groups, including Bessemer Venture Partners, Alex Brown and
CMGI@ventures. Prior to 1995, he served as CEO and Webmaster/Project Manager for
the Tampa-based Auto Help International. Mr. Love conceived, developed,
designed, and managed www.AutoHelp.com, a multifaceted automotive Website
offering, New and Used Car Finders, New and Used Parts Finders, International
Car Finder, and Specialty Car Finder.
EDWARD Z. ESTRIN was appointed a Director of the Company on May 10,
2000, and in February 2000 was retained by the Company as interim Chief
Financial Officer, which duties he assumed in April 2000. He has been serving as
the Company's interim Chief Financial Officer since April 2000. Mr. Estrin is a
certified public accountant and practiced public accountancy in his firm,
Estrin, Griffiths & Assoc., CPAs from 1983 to February 1997. From February 1997
to the present, he has served as Vice President and Chief Financial Officer of
Private Asset Management, Inc., San Diego, California, an asset management firm
with assets under management of over $1 billion. Additionally, Mr. Estrin has
served in many capacities for the Society of California Accountants (SCA)
including from 1991 to 1994, State Secretary/CFO, State Vice President, State
President Elect and State President. He is a Diplomat of the American Board of
Forensic Accounting. Mr. Estrin is the father of Sam Estrin, the Company's Chief
Technology Officer.
GENE FEIN has served as President and Director since January 25, 2000.
Mr. Fein has produced, directed or been the executive in charge of over 250
episodes of network television. Mr. Fein oversaw the international distributions
of the television programs to over 40 countries. As co-owner of
Planetextreme.com with Yahoo! and Broadcast.com, Mr. Fein pioneered streaming of
Extreme Sport content on the web. Extreme Distribution, the distribution arm of
Planet Extreme, is the first company to rack extreme sport videos for sale in
Blockbuster Video. Planet Extreme now boasts a national film festival, as well
as The Planet Extreme Championships, a 13 episode series featuring 10 of the
greatest extreme sport athletes in the world competing against each other.
Such series broadcasts on Fox Sports Net on April 12, 2000.
DR. LAWRENCE RIBLEY has served as a director since March 20, 2000. Dr.
RIBLEY has been a Doctor of Chiropractic Medicine for over 10 years and operates
his own successful chiropractic clinic in the Tampa, Florida area.
MARVIN SCAFF has served as a director of the Company since March 20,
2000. Mr. Scaff has served as chief technology officer of the Brainbuzz.com
since May 1999. Prior to joining Brainbuzz.com, from April 1996 to May 1999, Mr.
Scaff founded and served as chief executive officer of Kinetoscope, Inc., one of
the nation's pioneers in Java-based intelligent agent development. Prior to
Kinetoscope, Inc., from March 1995 to March 1996, Mr. Scaff served as the
director of engineering for hands-on technology (HOT), a publisher of business
multimedia applications based in Burlingame, California and founded by Regis
McKenna. Prior to HOT, he was the director of development for Image
Technologies, a multimedia development company located in St. Petersburg,
Florida. As the director of engineering at Teknosys, Mr. Scaff designed the
rule-based expert systems used in solving system configuration problems for
Help! And Help! Network products. Mr. Scaff is a member of the Artificial
Knowledge Management Systems committee currently developing and ANSI standard
for Artificial Knowledge Management Systems.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Company's outstanding
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common stock, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of common
stock. Such persons are required by SEC regulation to furnish the Company with
copies of all such reports they filed. Ross A. Love and Larry R. Kuhnert filed
all initial reports required by Section 16(a) of the Exchange Act. The Company
has not received copies of any reports filed by Roy Meadows or Interactive
Medical Communications, Inc., therefore the Company cannot express an opinion as
to whether Roy Meadows or Interactive Medical Communications, Inc. are in
compliance with the reporting requirements of Section 16(a) of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
No compensation was paid to the Company's Chief Executive Officer or
any other executive officer in excess of $100,000 per year (the "Named Executive
Officers") for services rendered to the Company during each of the three years
ended December 31, 1999.
<TABLE>
<CAPTION>
SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------ ------ ------ ----- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Roy Meadows........................... 1999 0 0 0 0 $15,000(1)
Former Chairman of the Board, 1998 0 0 0 0 0
President & Chief Executive Officer 1997 0 0 0 0 0
Ross A. Love.......................... 1999 $23,077 0 0 0 0
Chairman of the Board & Chief 1998 0 0 0 0 0
Executive Officer 1997 0 0 0 0 0
</TABLE>
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(1) Represents consulting fees.
OPTION GRANTS IN 1999
No stock options were granted to the Named Executive Officers in 1999.
The Board of Directors has adopted an Equity Incentive Compensation Plan that
was approved at a special shareholders meeting on April 21, 2000.
EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS
The Company is in the processes of negotiating a definitive employment
agreement with Ross A. Love. The terms agreed to provide that Mr. Love will
serve as Chairman of the Board and Chief Executive Officer for an annual base
salary of $120,000 and that the agreement is to contain standard confidentiality
provisions. Mr. Love will also be eligible for annual bonuses under the terms of
the Employment Agreement. The Employment Agreement will provide that Mr. Love
may receive incentive compensation consisting of stock options, restricted stock
or any other type of compensation allowed under an approved incentive
compensation plan and approved by the Board of Directors or appropriate
committee thereof.
The Company is in the process of negotiating a definitive employment
agreement with Gene Fein. The terms agreed upon provide that Mr. Fein will serve
as President for an annual base salary of $120,000 the agreement will contain
standard confidentiality provisions. Mr. Fein will also be eligible for annual
bonuses under the terms of the Employment Agreement. The Employment Agreement
will provide that Mr. Fein may receive incentive compensation consisting of
stock options, restricted stock or any other type of compensation allowed under
an approved incentive compensation plan and approved by the Board of Directors
or appropriate committee thereof.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 1, 2000, information as to
the Company's common stock beneficially owned by (i) each executive officer and
director of the Company, (ii) all directors and executive officers of the
Company as a group, and (iii) any person who is known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of the Company's
common stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT
- ------------------------ ------------------------ -------
<S> <C> <C>
Roy Meadows.............................................. 3,300,000 23.44%
Interactive Medical Communications, Inc.................. 2,400,000 17.05%
Ross A. Love............................................. 1,000,000 7.10%
Gene Fein................................................ 3,500,000 24.86%
Edward Z. Estrin......................................... -- *
Marvin Scaff............................................. -- *
Dr. Lawrence Ribley...................................... -- *
All directors and executive officer as a
group (5 persons)..................................... 4,500,000 31%
</TABLE>
- ------------------
* Less than 1%
(1) Beneficial ownership of shares, as determined in accordance with applicable
SEC rules, includes shares as to which a person has or shares voting power
and/or investment power. The Company has been informed that all shares shown are
held of record with sole voting and investment power, except as otherwise
indicated.
COMPENSATION OF DIRECTORS
No Director receives compensation for attending Board meetings.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 1999, the Company acquired by merger Interactive ConEd.com,
Inc. and in respect of that merger, Mr. Ross Love, an executive officer and
director of the Company, and Mr. Lawrence Kuhnert, a former executive officer
and director of the Company, received 1,000,000 shares and 948,000 shares,
respectively, of common stock of the Company in exchange for their equity
interests in Interactive ConEd.com, Inc. Interactive Medical Communications,
Inc. received 2,400,000 shares of common stock in the merger in exchange for
its equity interest in Interactive ConEd.com, Inc.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
2 Agreement and Plan of Merger effective as of November 22, 1999 (1)
3.1 Articles of Incorporation, and amendment thereto (2)
3.2 Amendment to Articles of Incorporation (2)
3.3 By-laws (2)
4.0 Registration Rights Agreement (3)
10.1 Agreement of Purchase and Sale between the Company and Planet Extreme, Ltd. (4)
10.2 Content Provider and Service Agreement - MDM/A4M (3)
10.3 Web Site Development and Support Agreement (3)
10.4 Office Lease (5)
27.1 Financial Data Schedule*
</TABLE>
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*Filed herewith
(1) Incorporated by reference and filed as an exhibit to the Company's Current
Report on Form 8-K dated November 24, 1999.
(2) Incorporated by reference and filed as an exhibit to the Company's
Registration Statement on Form 10SB, filed on May 18, 1999.
(3) Incorporated by reference and filed as an exhibit to the Company's Annual
Report on Form 10KSB, filed on April 14, 2000.
(4) Incorporated by reference and filed as an exhibit to the Company's Current
Report on Form 8-K filed March 21, 2000.
(5) Office Lease dated February 22, 2000 to be filed as an exhibit to
Registrant's Form 10-QSB for the fiscal quarter ended March 31, 2000.
(b) REPORTS ON FORM 8-K:
(i) The Company filed a Current Report on Form 8-K on December
9, 1999 in connection with the merger between the Company and Interactive
ConEd.com, Inc.
(ii) The Company filed an amendment to Current Report on Form
8-K on March 3, 2000 related to the merger of the Company and Interactive
ConEd.com, Inc.
(ii) The Company filed a Current Report on Form 8-K on March
21, 2000 announcing the acquisition of Planet Extreme, Ltd.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CORPAS INVESTMENTS, INC.
Date: May 11, 2000 BY: /s/ Ross A. Love
----------------------------------------------
Ross A. Love, Chairman and Chief
Executive Officer
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.
Date: May 11, 2000 BY: /s/ Ross A. Love
----------------------------------------------
Ross A. Love, Chairman, Chief Executive
Officer and Director (Chief Executive Officer)
Date: May 11, 2000 BY: /s/ Edward Z. Estrin
----------------------------------------------
Edward Z. Estrin, Director and Chief
Financial Officer (Principal Financial
and Accounting Officer)
Date: May 11, 2000 BY: /s/ Gene Fein
----------------------------------------------
Gene Fein, President and Director
Date: May 11, 2000 BY: /s/ Lawrence Ribley
----------------------------------------------
Dr. Lawrence Ribley, Director
Date: May 11, 2000 BY: /s/ Marvin Scaff
----------------------------------------------
Marvin Scaff, Director
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EXHIBIT INDEX
27.1 Financial Data Schedule
-8-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF OPERATIONS FOR CORPAS INVESTMENTS, INC. A DEVELOPMENT
STAGE COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 936,721
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,500
<PP&E> 99,612
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,110,216
<CURRENT-LIABILITIES> 1,719,134
<BONDS> 0
0
0
<COMMON> 9,600
<OTHER-SE> (812,918)
<TOTAL-LIABILITY-AND-EQUITY> 1,110,216
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 810,235
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,317)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (808,918)
<EPS-BASIC> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
