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Previous: BOMBARDIER CAPITAL CF II, S-3/A, 1999-09-14 |
Next: FINDERS KEEPERS INC, 10SB12G, 1999-09-14 |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, D.C. 20549 |
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FORM 10 - SB |
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GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS |
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Under Section 12(b) or (g) of the Securities Exchange Act of 1934 |
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Finders Keepers, Inc. |
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(Name of Small Business Issuer in its charter) |
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Nevada |
88-0429812 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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711 Eastern Parkway, Brooklyn, NY |
11213 |
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(Address of principal executive offices) |
(zip code) |
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Issuer's telephone number: (808) 524-7706 |
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Securities to be registered under section 12(b) of the Act: |
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Title of Each to be so Registered |
Name on each Exchange on which each class is to be registered |
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_________________________________________________ |
______________________________________________ |
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Securities to be registered under section 12(g) of the Act: |
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Common Stock, $0.001 par value per share, 20,000,000 shares authorized, 5,777,208 issued and outstanding as of September 2, 1999. |
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Table of Contents |
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Part I |
3 |
Item 1. Description of Business |
3 |
Item 2. Management's Discussion and Analysis or Plan of Operation |
6 |
Item 3. Description of Property |
7 |
Item 4. Security Ownership of Management and Others and Certain Security Holders |
7 |
Item 5. Directors, Executives, Officers and Significant Employees |
8 |
Item 6. Executive Compensation |
10 |
Item 7. Certain Relationships and Related Transactions |
10 |
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Part II |
11 |
Item 1. Legal Proceedings |
11 |
Item 2. Market for Common Equity and Related Stockholder Matters |
11 |
Item 3. Recent Sales of Unregistered Securities |
12 |
Item 4. Description of Securities |
12 |
Item 5. Indemnification of Directors and Officers |
13 |
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Part F/S |
15 |
Item 1. Financial Statements |
15 |
Item 2. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
15 |
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Part III |
16 |
Item 1. Index to Exhibits |
16 |
Item 2. Description of Exhibits |
19 |
Part I
Item 1. Description of Business
A. Business Development and Summary
Finders Keepers, Inc. ("Finders Keepers" or the "Company"), a Nevada corporation incorporated on May 28, 1999, is a developmental stage company with a principal business objective to provide unclaimed property location services to the public and to leading corporations. The Company seeks to assist clients in obtaining information regarding lost or forgotten estates, unclaimed assets and/or financial belongings anywhere within the United States. The Company's objective is to locate assets that have escheated to the state or federal government and governmental agencies that are holding monies derived from uncashed checks, dormant savings and checking accounts, lost or forgotten stocks and dividends, unclaimed certificates of deposit ("CDs"), forgotten safe deposit boxes and various other unclaimed assets and to return these assets to rightful owners. Future operations are dependent upon the Company's ability to file and realize claims, of which there can be no assurance.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
Finders Keepers intends to work to resolve unclaimed property issues. The Company's principal business objective is to provide unclaimed property services to the public and to leading corporations. The Company intends to assist clients obtain information regarding lost or forgotten estates, unclaimed assets and/or financial belongings in any or all of the United States. The Company locates assets that have escheated to the state or federal government and governmental agencies that are holding monies and assets.
The Company intends to invest in technology and purchasing property/asset lists and directories from the respective state(s) and government agencies. The Company anticipates disbursements from the state(s) and/or government agencies to take significant lengths of time after a claim is filed. As a result, the Company anticipates incurring operating losses for the next three (3) to nine (9) months, and that the rate at which such losses may be incurred may increase in the future.
(2) Distribution Methods of the Products or Services
The Company's objective is to provide unclaimed property services, thereby facilitating the recovery of lost and/or missing assets due to the rightful individuals and corporations.
The Claim Process. The Company intends to conduct searches utilizing telephone and professional directories, as well as online resources and search engines, to locate owners and their heirs around the United States. Initially, the Company plans to commence with a search based on a list of properties belonging to individuals and companies. If the Company is able to verify rightful ownership and documentation, Finders Keepers will contact these individuals or corporations to inform them of their claim, which consists of a sent written notification, a placed phone call and/or an in-person notification, if needed.
Leverage Technology to Maximize Business Impact. The Company intends to leverage technology to (i) personalize the user experience, (ii) increase the effectiveness of searches for missing property and potential claimants, (iii) improve operating efficiency and (iv) supplement the Company's traditional customer interaction methods.
Management believes that the primary competitive factors affecting its operations are reputation, speed and efficiency of claim reclamations, quality of personalized service, marketing, convenience, reliability, ability to purchase sufficient lists and directories of unclaimed or undistributed property/assets and the ability to find owners of property/assets held by various agencies. There can be no assurance that the Company will be able to compete successfully against current and future competitors, and competitive pressures faced by the Company may have a material adverse effect on the Company's business, prospects, financial condition and results of operations.
(3) Status of Any Announced New Product or Service
The Company has limited operating history. The Company incorporated under the laws of the State of Nevada on May 28, 1999. Activities to date have been limited primarily to organization, initial capitalization, finding and securing a management team and board of directors, the development of a business plan and commencing with initial operational plans.
As of September 2, 1999, the Company has developed a business plan, recruited and retained a CEO and established what steps need to be taken to achieve the results set forth in this Registration Statement. As a start-up and development stage company, the Company has no new products or services to announce.
(4) Industry Background
The origin of unclaimed property law dates back to British common law. Abandoned land was returned to the King along with the transfer of the property rights. Today, this concept has been adopted by the states and applied to intangible property as well as tangible property, excluding real estate. The states do not take permanent title to the property but act as custodians to safeguard it for the rightful owner or their heir until claimed.
Unclaimed property consists of various types of intangible personal property: savings and checking accounts, uncashed checks, securities (i.e. stocks and bonds), dividends, insurance refunds or claims, oil royalties, wages, utility refunds/deposits, bail bonds and child support payments are examples. There are many ways owners (and heirs) lose track of assets. These reasons include: records being lost, destroyed or incomplete; ignorance; and forgetfulness.
(5) Raw Materials and Suppliers
The Company is an unclaimed property reclamation business, and thus does not use raw materials or have any significant suppliers.
(6) Customers
The Company seeks to provide unclaimed property services to the public and to leading corporations. The Company plans to reach these customers via direct mail, telemarketing, the Internet and the referral process. As of September 2, 1999, $522.00 in sales revenues have been generated by the Company. Future revenues and profits will depend upon various factors, including market acceptance of the Company's services and general economic conditions. The Company does not anticipate that its revenues will be dependent, however, on any one or even a few major customers, however.
(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or Labor Contracts
The Company believes that its success is dependent in part on its ability to obtain lists and directories of unclaimed property/assets from the respective state(s) and government agencies. Although asset lists and directories provided by the states, government and governmental agencies are public knowledge, the Company regards the methods and procedures it seeks to employ to collect claims as intellectual property. The Company plans to rely primarily on a combination of copyright, trademark and trade secret laws and contractual restrictions to establish and protect its proprietary rights. There can be no assurance that the steps taken by the Company will be sufficient to prevent misappropriation of its proprietary rights or that the Company's competitors will not independently develop methods or operations that are substantially equivalent or superior to the Company's.
Although the Company believes that its operations do not infringe on any copyright or any other proprietary rights of third parties, there can be no assurance that those parties will not assert that the Company's business procedures infringe their proprietary rights. The Company has no assurance that third parties will not obtain, or do not have, patents covering features of the Company's operations, in which event the Company or its customers might be required to obtain licenses to use such features. If a patent holder refuses to grant a license on reasonable terms or at all, the Company may be required to alter certain products or stop marketing them.
(8) Regulation
The Company is currently subject to regulation from various state and federal governmental agencies. Laws governing issues such as the maximum finders fees applicable to the aggregate amount and required licenses to conduct business are determined at the state and local level. Any such legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to the Company's business or the application of existing laws and regulations to the Company's services could have a material adverse effect on the Company's business, prospects, financial condition and results of operations.
(9) Effect of Existing or Probable Government Regulations
The Company believes that the regulations governing the escheated property industry will not have a material effect on its current operations. However, various federal and state agencies may propose new legislation which may adversely affect the Company's business, financial condition and results of operations.
(10) Research and Development Activities
The Company's business and industry does not rely on research and development activities. The Company has yet to incur any research and development costs from May 28, 1999 (date of inception) through September 2, 1999. In addition, the Company does not expect to incur any research and development expenses during the fiscal and calendar year ending December 31, 2000.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental laws which would effect its operations.
(12) Employees
The Company presently has one (1) full-time employee and no (0) part-time employees. The Company's employee is currently not represented by a collective bargaining agreement, and the Company believes that its relations with its employee is good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately three (3) month operating period ended September 2, 1999, the Company incurred a net loss of $31,035 for selling, general and administrative expenses related to start-up operations. It has received $522 in revenues from operations. On May 31, 1999, one (1) founding shareholder purchased 5,000,000 shares of the Company's authorized treasury stock for cash. This original stock offering was made pursuant to Section 4(2) of the Securities Act of 1933, as amended. Additionally, in August of 1999, the Company completed an offering of seven hundred thirty six thousand two hundred eight (736,208) shares of the Common Stock of the Company to approximately thirty (30) unaffiliated shareholders and forty-one thousand (41,000) shares of the Common Stock of the Company to approximately two (2) affiliated shareholders. This offering was made in reliance upon an exemption from the registration provisions of the Securities Act of 1993, as amended, pursuant to Regulation D, Rule 504 of the Act. As of the date of this filing, the Company has five million seven hundred seventy thousand two hundred eight (5,777,208) shares of its $0.001 par value common voting stock issued and outstanding which are held by approximately thirty three (33) shareholders of record. The Company currently has no arrangements or commitments for accounts and accounts receivable financing. Future operations may be dependent upon the Company's ability to secure sufficient sources of financing. There can be no assurance that any such financing can be obtained or, if obtained, that it will be on reasonable terms.
This is a development stage company. The Company believes that its initial revenues will be primarily dependent upon the Company's ability to cost effectively and efficiently provide unclaimed property services to the public and to leading corporations. The Company designates as its priorities for the first twelve (12) months of operations as developing and marketing its escheated property services to establish its business in the unclaimed property industry. Realization of sales of the Company's services during the fiscal year ending December 31, 2000 is vital to its plan of operations. Future revenues and profits will depend upon various factors, including market acceptance of the Company's escheated property services, which is the Company's sole source of revenue. There can be no assurance, however, that the Company will be able to compete successfully or that the competitive pressures the Company may face will not have a material adverse effect on the Company's business, results of operations and financial condition. The Company faces all of the risks, expenses and difficulties frequently encountered in connection with the expansion and development of a new business. Additionally, a superior competitive service or technology could force the Company out of business.
As of September 2, 1999, the Company has generated $522 in revenues.
(2) No engineering, management or similar report has been prepared or provided for external use by the Company in connection with the offer of its securities to the public.
(3) Management believes that the Company's future growth and success will not be largely dependent on its ability to develop or acquire products and technology to meet the evolving needs of its prospective customers. The Company believes that the long-term success of its product offerings and technology will not require substantial research and development.
The Company has yet to incur any research and development costs from May 28, 1999 (date of inception) through September 2, 1999. In addition, the Company does not anticipate incurring any substantial research and development costs through the fiscal and calendar year ending December 31, 2000.
(4) The Company currently does not expect to purchase or sell any of its facilities or equipment.
(5) Management does not anticipate any significant changes in the number of employees over the next approximately six (6) months.
B. Segment Data
As of September 2, 1999, $522 in sales revenue has been generated by the Company. All revenues have been generated by the Company's escheated property services. The Company has no other product or service line or division, which would generate revenues for the Company.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 711 Eastern Parkway, Brooklyn, New York 11213. The office space is provided by the sole officer and director of the Company at no cost to the Company. The Company does not have any additional facilities. Additionally, there are currently no proposed programs for the renovation, improvement or development of the properties currently being utilized by the Company.
B. Investment Policies
Management of the Company does not currently have policies regarding the acquisition or sale of assets primarily for possible capital gain or primarily for income. The Company does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this Registration Statement certain information with respect to the beneficial ownership of the Common Stock of the Company concerning stock ownership by (i) each director, (ii) each executive officer, (iii) the directors and officers of the Company as a group, (iv) and each person known by the Company to own beneficially more than five percent (5%) of the Common Stock. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.
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Security Ownership of Management |
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Title of Class |
Name and Address of Beneficial owner of Shares |
Position |
Amount of Shares Held by owner |
Percent of Class |
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Common |
Devorah Zirkind |
President, CEO and Director |
5,000,000 |
86.55% |
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Common |
All Officers and Directors as a Group |
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5,000,000 |
86.55% |
B. Persons Sharing Ownership of Control of Shares
No person other than Devorah Zirkind owns or shares the power to vote ten percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business entity who controls substantially all (more than 80%) of the issuers of common stock, the Company has no parents.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
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The names, ages and positions of the Company's directors and executive officers are as follows: |
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Name |
Age |
Position |
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Devorah Zirkind |
28 |
President, CEO and Director |
B. Work Experience
Devorah L. Zirkind, President, and Chief Executive Officer and Director - Ms. Zirkind was educated at Hampstead Computer School in Montreal, Quebec, Canada in 1986. In 1987, she served as an administrative assistant at Chabad Lubavitch, where she handled accounts receivables, assisted with coordinating fund-raising events and maintained computerized records of donors and contributors. In 1990, Ms. Zirkind moved to Brooklyn, New York to work at Universal Strapping. While there, she handling accounting duties, maintained computer systems and fulfilled customer service responsibilities. Seven years later, Ms. Zirkind joined the Sales and Collections Department at Continental Cosmetics in New York City, where she set up new accounts and maintained existing ones.
C. Family Relationships
None - Not applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five Years
(1) No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.
(2) No director, officer, or significant employee has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
(3) No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The following table sets forth information concerning compensation of the Company's employee as of September 2, 1999. The Company does not currently have a stock option plan.
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Compensation of Directors |
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(1) |
Name of Individual or Identity of Group |
Capacities in Which Remuneration was Recorded |
Annual Compensation |
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(2) |
Devorah Zirkind |
President and CEO |
$55,000 |
There were no arrangements pursuant to which any director of the Company was compensated for the period from May 28, 1999 to September 21, 1999 for any service provided as a director. In addition, no such arrangement is contemplated for the foreseeable future as the Company's only director is its current executive officer who is expected to begin drawing a salary for the management of the Company.
Item 7. Certain Relationships and Related Transactions
On May 28, 1999, the Company was incorporated as Finder Keepers, Inc. On May 31, the Board of Directors convened and resolved that the name of the corporation be changed to Finders Keepers, Inc. The name change was filed with the State of Nevada on June 10, 1999.
There are currently two (2) shareholders affiliated with the Company. Shareholder Harold Fox is the father-in-law of Devorah Zirkind, an officer and director of the Company. Yehudah and Sarah Zirkind (JTWROS) is the first cousin of Devorah Zirkind.
Because of the development stage nature of the Company and its relatively recent inception, May 28, 1999, the Company has no relationships or transactions to disclose.
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The common stock of the Company is currently not traded on the OTC Bulletin Board or any other formal or national securities exchange. Being a start-up company, there is no fiscal history to disclose.
(2)(i) There is currently no Common Stock which is subject to outstanding options or warrants to purchase, or securities convertible into, the Company's common stock.
(ii) There is currently no common stock of the Company which could be sold under Rule 144 under the Securities Act of 1933 as amended or that the registrant has agreed to register for sale by security holders.
(iii) There is currently no common equity that is being or is proposed to be publicly offered by the registrant, the offering of which could have a material effect on the market price of the issuer's common equity.
B. Holders
As of September 2, 1999, the Company had approximately 33 stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does not anticipate paying dividends in the immediate foreseeable future. The board of directors of the Company will review its dividend policy from time to time to determine the desirability and feasibility of paying dividends after giving consideration to the Company's earnings, financial condition, capital requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports containing audited financial statements and such other periodic reports as the Company may determine to be appropriate or as may be required by law. Upon the effectiveness of this Registration Statement, the Company will be required to comply with periodic reporting, proxy solicitation and certain other requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las Vegas, Nevada 89120, (702)-361-3033.
Item 3. Recent Sale of Unregistered Securities
In August of 1999, the Company completed a public offering of shares of common stock of the Company pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended, whereby it sold 736,208 shares of the Common Stock of the Company to 30 unaffiliated shareholders of record and 41,000 shares of the Common Stock of the Company to 2 affiliated shareholders of record. The Company filed an original Form D with the Securities and Exchange Commission on or about September 1, 1999. As of September 2, 1999, the Company has 5,777,208 shares of common stock issued and outstanding held by 33 shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors of the Company may from time to time determine.
ii. Voting Rights - each holder of the Company's common stock are entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. All voting is noncumulative, which means that the holder of fifty percent (50%) of the shares voting for the election of the directors can elect all the directors. The board of directors may issue shares for consideration of previously authorized but unissued common stock without future stockholder action.
iii. Liquidation Rights - upon liquidation, the holders of the common stock are entitled to receive pro rata all of the assets of the Company available for distribution to such holders.
iv. Preemptive Rights - holders of common stock are not entitled to preemptive rights.
v. Conversion Rights - no shares of common stock are currently subject to outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common stock.
vii. Sinking Fund Provisions - no sinking fund provisions exist.
viii. Further Liability For Calls - no shares of common stock are subject to further call or assessment by the issuer. The Company has not issued stock options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local Authorities
No material potential liabilities are anticipated to be imposed on stockholders under state statues. Certain Nevada regulations, however, require regulation of beneficial owners of more than 5% of the voting securities. Stockholders that fall into this category, therefore, may be subject to fines in circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
The Bylaws of the Company further states that the Company shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable Nevada law. The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article. However, the Company has yet to purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.
The Articles of Incorporation of the Company further states that every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
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a) |
Finders Keepers, Inc. |
Page |
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Report of Barry Friedman, CPA |
F-1 |
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Balance Sheet as of September 21, 1999 |
F-2 |
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Statement of Operations for the period from May 28, 1999 through September 2, 1999 |
F-4 |
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Statement of Stockholder's Equity for the period from May 28, 1999 through September 2, 1999 |
F-5 |
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Statement of Cash Flows for the period from May 28, 1999 through September 2, 1999 |
F-6 |
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Notes to Financial Statements |
F-7 |
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b) |
Interim Financial Statements are not provided at this time as they are not applicable at this time |
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c) |
Financial Statements of Businesses Acquired or to be Acquired are not provided at this time as they are not applicable at this time |
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d) |
Pro-forma Financial Information is not provided at this time as it is not applicable at this time |
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Item 2. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None -- Not Applicable.
FINDERS KEEPERS, INC.
(FORMERLY FINDER KEEPERS, INC.)
(A DEVELOPMENTAL STAGE COMPANY)
FINANCIAL STATEMENTS
September 2, 1999
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TABLE OF CONTENTS |
PAGE |
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INDEPENDENT AUDITORS' REPORT |
1 |
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BALANCE SHEET |
2 |
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STATEMENT OF OPERATIONS |
3 |
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STATEMENT OF STOCKHOLDERS' EQUITY |
4 |
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STATEMENT OF CASH FLOWS |
5 |
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NOTES TO FINANCIAL STATEMENTS |
6-7 |
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
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1582 TULITA DRIVE |
OFFICE (702) 361-8414 |
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LAS VEGAS, NEVADA 89123 |
FAX NO. (702) 896-0278 |
INDEPENDENT AUDITORS' REPORT
September 3, 1999
Board Of Directors
Finders Keepers, Inc.
Brooklyn, New York
I have audited the Balance Sheet of Finders Keepers, Inc., (Formerly Finder Keepers, Inc.), (A Developmental Stage Company), as of September 3, 1999, and the related Statements of Operations, Stockholders' Equity and Cash Flows for the period May 28, 1999, (inception) to September 3, 1999. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Finders Keepers, Inc., (Formerly Finder Keepers, Inc.),(A Developmental Stage Company), as of September 3, 1999, and the results of its operations and cash flows for the period May 28, 1999, (inception) to September 3, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, the Company has had no operations and has yet to generate any revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters are also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Barry Friedman
FINDERS KEEPERS, INC.
(FORMERLY FINDER KEEPERS, INC.)
(A Developmental Stage Company)
September 2, 1999
BALANCE SHEET
|
ASSETS |
|
|
CURRENT ASSETS |
|
|
Cash |
$ 56,476 |
|
TOTAL CURRENT ASSETS |
$ 56,476 |
|
OTHER ASSETS |
$ 0 |
|
TOTAL OTHER ASSETS |
$ 0 |
|
TOTAL ASSETS |
$ 56,476 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
CURRENT LIABILITIES |
|
|
Accounts Payable |
$ 350 |
|
Officers Advances (Note #6) |
$ 830 |
|
TOTAL CURRENT LIABILITIES |
$ 1,180 |
|
STOCKHOLDERS' EQUITY: |
|
|
Preferred stock, $.001 par value, authorized 5,000,000 shares issued and outstanding at September 2, 1999:0 |
$ 0 |
|
Common stock, $.001 par value, authorized 20,000,000 shares; issued and outstanding at September 2, 1999: 5,777,208 shares |
$ 5,777 |
|
Additional paid-in capital |
$ 80,554 |
|
Deficit accumulated during development stage |
$ -31,035 |
|
TOTAL STOCKHOLDER'S EQUITY |
$ 55,296 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' |
|
|
EQUITY |
$ 56,476 |
See accompanying notes to financial statements
FINDERS KEEPERS, INC.
(FORMERLY FINDER KEEPERS, INC.)
(A Developmental Stage Company)
May 28, 1999,(Inception) to September 2, 1999
STATEMENT OF OPERATIONS
|
INCOME |
|
|
Revenue |
522 |
|
EXPENSES |
|
|
Accounting |
$ 1,600 |
|
Bank Charges |
277 |
|
Consultation Fees |
22,091 |
|
Credit Card Charges |
142 |
|
Escrow Fees |
250 |
|
Filing Fees |
1,200 |
|
Offering Expense |
1,000 |
|
Office Expense |
669 |
|
Office Supplies |
416 |
|
Salaries |
2,000 |
|
Taxes-Payroll |
153 |
|
Telephone Expense |
396 |
|
Transfer Fees |
645 |
|
Postage |
718 |
|
TOTAL EXPENSES |
$ 31,557 |
|
NET LOSS |
$ -31,035 |
|
Weighted average number of common shares outstanding |
5,007,931 |
|
Net Loss Per Share |
$ -.0630 |
See accompanying notes to financial statements
FINDERS KEEPERS, INC.
(FORMERLY FINDER KEEPERS, INC.)
(A Developmental Stage Company)
September 2, 1999
STATEMENT OF STOCKHOLDERS' EQUITY
|
Common Stock |
Additional paid-in capital |
Deficit accumulated during development stage |
||
|
Shares |
Amount |
|||
|
May 31, 1999 issued for cash |
5,000,000 |
$ 5,000 |
$ 3,510 |
$ 0 |
|
August 5, 1999 Additional Paid in Capital |
|
|
100 |
|
|
September 2, 1999 public offering for cash |
636,300 |
636 |
62,994 |
|
|
For corporate services |
140,908 |
141 |
13,950 |
|
|
Net loss, May 28, 1999 (inception) to September 2, 1999 |
|
|
|
-31,035 |
|
Balance, September 2, 1999 |
5,777,208 |
$ 5,777 |
$ 80,554 |
$ -31,035 |
See accompanying notes to financial statements
FINDERS KEEPERS, INC.
(FORMERLY FINDER KEEPERS, INC.)
(A Developmental Stage Company)
May 28, 1999,(Inception) to September 2, 1999
STATEMENT OF CASH FLOWS
|
Cash Flows from Operating Activities |
|
|
Net loss |
$ -31,035 |
|
Issued stock for services |
+14,091 |
|
Changes in assets and Liabilities |
|
|
Increase in Officers Advances |
+830 |
|
Increase in Accounts Payable |
+350 |
|
Cash Flows from Investing Activities |
0 |
|
Cash Flows from Financing Activities |
|
|
Contribution to Additional Paid In Capital |
+100 |
|
Sale of Common Stock |
+72,140 |
|
Net increase in cash |
+56,476 |
|
Cash, Beginning of period |
0 |
|
Cash, End of period |
$ 56,476 |
See accompanying notes to financial statements
FINDERS KEEPERS, INC.
(FORMERLY FINDER KEEPERS, INC.)
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 2, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 28, 1999, under the laws of the State of Nevada, as Finder Keepers, Inc. The Company has yet to generate any significant revenues and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), the Company is considered a developmental stage company.
On May 31, 1999, the company issued 5,000,000 shares of its $0.001 par value common stock for cash of $8,510.00 to its one director.
On June 10, 1999, the Company changed it's name to Finders Keepers, Inc.
On September 2, 1999, the Company completed a public offering that was registered with the State of Nevada pursuant to N.R.S. 90.490 and was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933 as amended. The Company sold 636,300 shares of common stock at a price of $0.10 per share for a total cash raised of $ 63,630.00. In addition, the Company issued 140,908 shares for services valued at $0.10 per share for a total of $ 14, 090.80
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has yet to generate any revenue. Additionally, the Company does not have significant cash or other material assets, nor does it an established source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern indefinitely.
FINDERS KEEPERS, INC.
(FORMERLY FINDER KEEPERS, INC.)
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
September 2, 1999
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. A director provides office services without charge. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common stock.
NOTE 6 - OFFICERS ADVANCES
While the Company plans to seek additional capital through a state registered offering, until that time, the stockholders/officers and/or directors have committed to advancing the operating costs of the Company interest free. As of September 2, 1999, the amount advanced was $830.
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
|
Exhibit Number |
Name and/or Identification of Exhibit |
|
1 |
Underwriting Agreement |
|
|
Not applicable |
|
2 |
Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession |
|
|
Not applicable |
|
3 |
Articles of Incorporation & By-Laws |
|
a |
Articles of Incorporation of the Company filed May 28, 1999 |
|
b |
By-Laws of the Company adopted May 31, 1999 |
|
4 |
Instruments Defining the Rights of Security Holders |
|
|
No instruments other than those included in Exhibit 3 |
|
5 |
Opinion on Legality |
|
|
Not applicable |
|
6 |
No Exhibit Required |
|
|
Not applicable |
|
7 |
Opinion on Liquidation Preference |
|
|
Not applicable |
|
8 |
Opinion on Tax Matters |
|
|
Not applicable |
|
9 |
Voting Trust Agreement and Amendments |
|
|
Not applicable |
|
10 |
Material Contracts |
|
|
Not applicable |
|
11 |
Statement Re Computation of Per Share Earnings |
|
|
Not applicable - Computation of per share earnings can be clearly determined |
|
|
from the Statement of Operations in the Company's financial statements |
|
12 |
No Exhibit Required |
|
|
Not applicable |
|
13 |
Annual or Quarterly Reports - Form 10-Q |
|
|
Not applicable |
|
14 |
Material Foreign Patents |
|
|
None. Not applicable |
|
15 |
Letter on Unaudited Interim Financial Information |
|
|
Not applicable |
|
16 |
Letter on Change in Certifying Accountant |
|
|
Not applicable |
|
17 |
Letter on Director Resignation |
|
|
Not applicable |
|
18 |
Letter on Change in Accounting Principles |
|
|
Not applicable |
|
19 |
Reports Furnished to Security Holders |
|
|
Not applicable |
|
20 |
Other Documents or Statements to Security Holders |
|
|
None - Not applicable |
|
21 |
Subsidiaries of Small Business Issuer |
|
|
None - Not applicable |
|
22 |
Published Report Regarding Matters Submitted to Vote of Security Holders |
|
|
Not applicable |
|
23 |
Consent of Experts and Counsel |
|
|
Consents of independent public accountants |
|
24 |
Power of Attorney |
|
|
Not applicable |
|
25 |
Statement of Eligibility of Trustee |
|
|
Not applicable |
|
26 |
Invitations for Competitive Bids |
|
|
Not applicable |
|
27 |
Financial Data Schedule |
|
|
Financial Data Schedule of Finders Keepers, Inc. ending September 2, 1999 |
|
28 |
Information from Reports Furnished to State Insurance Regulatory Authorities |
|
|
Not applicable |
|
29 |
Additional Exhibits |
|
|
Not Applicable |
Item 2. Description of Exhibits
|
Exhibit Number |
Name and/or Identification of Exhibit |
|
1 |
Underwriting Agreement |
|
|
Not applicable |
|
2 |
Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession |
|
|
Not applicable |
|
3 |
Articles of Incorporation & By-Laws |
|
a |
Articles of Incorporation of the Company filed May 28, 1999 |
|
b |
By-Laws of the Company adopted May 31, 1999 |
|
4 |
Instruments Defining the Rights of Security Holders |
|
|
No instruments other than those included in Exhibit 3 |
|
5 |
Opinion on Legality |
|
|
Not applicable |
|
6 |
No Exhibit Required |
|
|
Not applicable |
|
7 |
Opinion on Liquidation Preference |
|
|
Not applicable |
|
8 |
Opinion on Tax Matters |
|
|
Not applicable |
|
9 |
Voting Trust Agreement and Amendments |
|
|
Not applicable |
|
10 |
Material Contracts |
|
|
Not applicable |
|
11 |
Statement Re Computation of Per Share Earnings |
|
|
Not applicable - Computation of per share earnings can be clearly determined |
|
|
from the Statement of Operations in the Company's financial statements |
|
12 |
No Exhibit Required |
|
|
Not applicable |
|
13 |
Annual or Quarterly Reports - Form 10-Q |
|
|
Not applicable |
|
14 |
Material Foreign Patents |
|
|
None. Not applicable |
|
15 |
Letter on Unaudited Interim Financial Information |
|
|
Not applicable |
|
16 |
Letter on Change in Certifying Accountant |
|
|
Not applicable |
|
17 |
Letter on Director Resignation |
|
|
Not applicable |
|
18 |
Letter on Change in Accounting Principles |
|
|
Not applicable |
|
19 |
Reports Furnished to Security Holders |
|
|
Not applicable |
|
20 |
Other Documents or Statements to Security Holders |
|
|
None - Not applicable |
|
21 |
Subsidiaries of Small Business Issuer |
|
|
None - Not applicable |
|
22 |
Published Report Regarding Matters Submitted to Vote of Security Holders |
|
|
Not applicable |
|
23 |
Consent of Experts and Counsel |
|
|
Consents of independent public accountants |
|
24 |
Power of Attorney |
|
|
Not applicable |
|
25 |
Statement of Eligibility of Trustee |
|
|
Not applicable |
|
26 |
Invitations for Competitive Bids |
|
|
Not applicable |
|
27 |
Financial Data Schedule |
|
|
Financial Data Schedule of Finders Keepers, Inc. ending September 2, 1999 |
|
28 |
Information from Reports Furnished to State Insurance Regulatory Authorities |
|
|
Not applicable |
|
29 |
Additional Exhibits |
|
|
Not Applicable |
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Finders Keepers, Inc.
(Registrant)
Date: September 2, 1999
By: /s/ Devorah Zirkind
Devorah Zirkind, Chairman of the Board, President and Chief Executive Officer
|
|