U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
Amendment #1
(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: 000-26359
LAL MIAMI ENTERPRISES, INC.
---------------------------
(Name of small business in its charter)
Nevada 59-3356011
---------------------------- -------------------
(State or other jurisdiction (IRS Employer
of Incorporation) Identification No.)
33555 Somerset Trace
--------------------
Address of Principal Executive Office (street and number)
Marietta, GA 30067
------------------
City, State and Zip Code
Issuer's telephone number: (770) 953-6439
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
<PAGE>
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. ___
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
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The Company was incorporated under the laws of the State of Nevada on
April 4, 1997, 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.
<PAGE>
The Company's business plan is to seek, investigate, and, if warranted,
acquire one 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 of the transaction. In connection with such an
<PAGE>
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 advisors, the criteria to
<PAGE>
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 and future
shareholders, acquisition candidates which have long-term plans for raising
equity capital through the public sale of securities and believe that the
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
<PAGE>
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 current and future
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").
Under the current policy of the United States Securities and Exchange
Commission ("the Commission") both before and after a business combination with
an operating entity, our promoters or affiliates as well as their transferees
are "underwriters" of the securities which we have issued to our current
shareholders. As such, under the Commissions current policy, none of our issued
and outstanding shares can be sold or transferred before or after a business
combination in reliance upon any exemption from registration. In addition, our
securities outstanding may only be sold or exchanged after a registration
statement has been filed and become effective under the Securities Act of 1993.
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 market that might develop in the Company's
securities may have a depressive effect upon such market.
<PAGE>
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
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PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical matters
------------------------------------------------
and financial statements prepared in accordance with generally accepted
accounting principals, 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.
Forward looking statements do not include historical matters and financial
Statements prepared in accordance with generally accepted accounting principals.
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.
<PAGE>
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 33555
Somerset Trace, Marietta, GA 30067 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 (770) 953-6439.
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
National Quotation Bureau Pink Sheets under the trading symbol "LALV," 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 34 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
-----------------------
<PAGE>
During the period from December 31, 1998 through December 31, 1999, the
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
<PAGE>
<TABLE>
<CAPTION>
LAL MIAMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
------
CURRENT ASSETS: 1999
--------
<S> <C>
TOTAL CURRENT ASSETS $ 0.00
--------
TOTAL ASSETS $ 0
========
STOCKHOLDERS' EQUITY
--------------------
CURRENT LIABILITIES:
TOTAL CURRENT LIABILITIES $ 0
--------
STOCKHOLDERS' EQUITY:
COMMON STOCK, $.001 PAR
VALUE,
50,000,000 SHARES
AUTHORIZED, 5,000,000
SHARES
ISSUED AND OUTSTANDING 2,000
ADDITIONAL PAID-IN
CAPITAL 600
(DEFICIT) ACCUMULATED
DURING
DEVELOPMENT STAGE (2,600)
--------
0
--------
$ 0
========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
LAL MIAMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 AND 1998
YEAR YEAR PERIOD FROM
ENDED ENDED INCEPTION TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
-------------- ------------- --------------
<S> <C> <C> <C>
OPERATING EXPENSES $ 600 $ 0 $ 2,600
-------------- ------------- --------------
(LOSS FROM OPERATIONS) AND
NET (LOSS) $ (600) $ 0 $ (2,600)
============== ============= ==============
PER SHARE INFORMATION:
BASIC AND DILUTED (LOSS)
PER COMMON SHARE $ 0.00 $ 0.00 $ 0.00
============== ============= ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 5,000,000 5,000,000 5,000,000
============== ============= ==============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
LAL MIAMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (APRIL 4, 1997) TO DECEMBER 31, 1999
DEFICIT
ACCUMULATED
DURING
COMMON STOCK ADDITIONAL DEVELOP-
------------------ PAID-IN MENT
ACTIVITY SHARES AMOUNT CAPITAL STAGE TOTAL
-------------------------------------- --------- ------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
SHARES ISSUED FOR
SERVICES
ON APRIL 4, 1997 AT
$.0004 PER SHARE 5,000,000 $ 2,000 $ 0 $ 0 $ 2,000
NET LOSS FOR THE PERIOD 0 0 0 (2,000) (2,000)
--------- ------- ----------- ------------ --------
BALANCE DECEMBER 31, 1997
AND 1998 5,000,000 2,000 0 (2,000) 0
CAPITAL CONTRIBUTION BY
OFFICER 0 0 600 0 0
NET (LOSS) FOR THE PERIOD
ENDED DECEMBER 31, 1999 0 0 0 (600) 0
--------- ------- ----------- ------------ --------
BALANCE, DECEMBER 31,
1999 5,000,000 $ 2,000 $ 600 $ (2,600) $ 0
========= ======= =========== ============ ========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
LAL MIAMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
YEAR YEAR PERIOD FROM
ENDED ENDED INCEPTION TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
-------------- ------------- --------------
<S> <C> <C> <C>
NET INCOME (LOSS) . . . . . . . . . . . . . . $ (600) $ 0 $ (2,600)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
SERVICES PROVIDED AS CAPITAL CONTRIBUTION. 600 $ 600
-------------- ------------- --------------
SHARES ISSUED FOR SERVICES PROVIDED. . . . 0 0 2,000
-------------- ------------- --------------
TOTAL ADJUSTMENTS . . . . . . . . . . . . . 600 0 2,600
-------------- ------------- --------------
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
============== ============= ==============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
LAL MIAMI ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
YEAR YEAR PERIOD FROM
ENDED ENDED INCEPTION TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
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.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
LAL Miami Enterprises, Inc.
We have audited the balance sheet of LAL Miami Enterprises, Inc. (a development
stage company) as of December 31, 1999 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 LAL Miami Enterprises, Inc. as
of December 31, 1999 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
February 25, 2000
<PAGE>
LAL Miami Enterprises, Inc.
Notes to Financial Statements
December 31, 1999
Note 1. Organization and Summary of Significant Accounting Policies.
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The Company was incorporated in Nevada on April 4, 1997. The Company is in its
development stage and to date its activities have been limited to organization
and capital formation. The Company has chosen December 31st as the end of its
fiscal year.
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
<PAGE>
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, AReporting 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. To date, the Company has not engaged in transactions that
would result in any significant difference between its reported net loss and
comprehensive net loss as defined in the statement and therefore the reported
net loss is equivalent to comprehensive net loss.
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.
<PAGE>
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. 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.
During 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5 B Reporting on the Costs of Start-Up Activities. The
statement is effective for fiscal years beginning after December 15, 1998 and
requires that the cost of start-up activities, including organization costs be
expensed as incurred. The Company has adopted the statement, however, it
believes that it has not to date engaged in significant transactions encompassed
by the statement.
<PAGE>
Note 2. Stockholders' Equity.
On April 4, 1997 the Company issued 5,000,000 shares of its common stock to its
founders in exchange for services valued at $2,000.
Additionally, an officer provides office services to the Company that was valued
at $600 for the period ended December 31, 1999. The officer does not expect
repayment of the expenses paid and the Company is not obligated to make such
repayment, therefore, the Company has recorded the expenses as a contribution to
its capital by the officer. No services were provided for periods prior to 1999
as the Company was inactive.
Note 3. Related Party Transactions.
The Company neither owns nor leases any real or personal property. An officer of
the Company provides office services and the costs thereof are included in
administrative expenses. The fair value of such costs has 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.
Note 4. Income Taxes
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
Company had no significant deferred tax items arise during the period presented.
The Company has not provided for income taxes during the periods ended December
31, 1999 as a result of an operating loss. The Company has a net operating loss
carryforward at December 31, 1999 of approximately $2,600 which will expire
$2000 in 2012 and $600 in 2014. The Company has fully reserved the deferred tax
asset (approximately $400) that would arise from the loss carryforward since it
is more likely than not that the Company will not sustain a level of operations
that will provide sufficient taxable income to utilize the loss to reduce taxes
in future periods. The reserve increased by approximately $100 during the year
ended December 31, 1999.
<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
Michael H. Fridovich 51 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
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
-------------------------
Michael Fridovich, 51 years of age, is our only Officer and Director. He
has served as President and Director since his appointment on September 7, 1999,
and his terms as President and Director both expire on March 1, 2001. We have
made no oral or written arrangements for a successor upon such expiration. Mr.
Fridovich obtained his B.S. in Urban Studies and American History from Georgia
State University. Since 1995, Mr. Fridovich has been a realtor for Remax of
Buckhead in Atlanta, GA. From January 1994 until 1995, Mr. Fridovich was a
realtor with the Condo Store in Atlanta, Georgia.
Mr. Fridovich filed for Chapter 7 bankruptcy in 1998 (Case No. 98-64998)
with the United States Bankruptcy Court in the Northern District of Georgia and
was released from all dischargable debts on July 9, 1998. Other than this
proceeding, none of our directors, executive officers, promoters or control
persons have been involved in any legal proceedings material to the evaluation
of the ability or integrity of any of the aforementioned persons. We do not
anticipate involvement of our promoters in the future.
<PAGE>
Compliance With Section 16(a) of the Exchange Act.
--------------------------------------------------------
Michael Fridovich 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
Jayne Littman 4,967,000 99.36%
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indemnification of Officers and Directors
---------------------------------------------
As permitted by Nevada 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.
<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.
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. 000-26359
3.2 Bylaws (incorporated by reference from Registration Statement on Form
10-SB filed with the Securities and Exchange under File No. 000-26359
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, 1999.
<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.
LAL MIAMI ENTERPRISES, INC.
By: /s/ Michael Fridovich
(Principal Executive Officer and Director)
Date: June 12, 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.
/s/ Michael Fridovich
------------------------- Director 6/12/00
Michael Fridovich
<PAGE>
