SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
ENTERPRISE CONSOLIDATION
CORPORATION
------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4738432
------------------------------ -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
860 VIA DE LA PAZ, SUITE E-1, PACIFIC PALISADES, CALIFORNIA 90272
----------------------------------------------------------- --------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (310) 230-6100
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART I
Page
Item 1. Description of Business..............................................1
Item 2. Management's Discussion and Analysis or Plan of Operation...........15
Item 3. Description of Property.............................................15
Item 4. Security Ownership of Certain Beneficial Owners and Management......15
Item 5. Directors, Executive Officers, Promoters and Control Persons........17
Item 6. Executive Compensation..............................................19
Item 7. Certain Relationships and Related Transactions......................19
Item 8. Description of Securities...........................................20
PART II
Item 1. Market Price of and Dividends on the Registrants Common
Equity and Other Shareholder Matters...............................20
Item 2. Legal Proceedings...................................................21
Item 3. Changes in and Disagreements with Accountants.......................21
Item 4. Recent Sales of Unregistered Securities.............................21
Item 5. Indemnification of Directors and Officers...........................22
PART F/S
Financial Statements.........................................................24
PART III
Item 1. Index to Exhibits...................................................25
Signatures .................................................................25
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Item 1. BUSINESS
Enterprise Consolidation Corporation (the "Company") was incorporated on
September 18, 1998 under the laws of the State of Delaware.
The Company intends to provide new cable programming and an Internet website, in
a coordinated, cross business media strategy targeting billiard players around
the world. The Billiard Channel will be a 24 hour a day cable channel devoted to
the many cue-sport disciplines of billiards. The Company intends to purchase
television feed from other networks to bring Billiards' many different
disciplines to cue-sport fans around the globe. The Company is managed by
experienced personnel and will enlist many notable celebrities who are dedicated
to the formation, promotion and growth of all cue-sports.
MISSION OF THE COMPANY
The perpetual provision of high quality and entertaining billiard programming,
introducing more new fans to the game, satisfying the never-ending appetite of
current billiard fans and players everywhere and positively affecting the future
of this game we love, the world's #1 participation sport, Billiards.
OFFERING
o The only full time Billiard Internet TV/Radio Channel Available.
o International transmission market
THE BILLIARD CHANNEL WILL PROVIDE:
o Viewers more Billiard Tournaments, highlights, information and
analysis.
o Cable Systems programming differentiation to increase selection, value
and subscriber loyalty.
o Advertisers a vehicle to reach higher income families and the "home
market".
o Potential for over 100 million in household viewer-ship.
o Interest and support from players, manufacturers and fans.
o Rights to programming at all levels of the sport.
o Live tournaments, talk shows, interviews and world class instruction.
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BUSINESS STRATEGY
The Billiard Channel is positioning its future to become a major participant in
the fast growing "Sports Cable and Internet" Industry. The Company expects to
increase its revenues significantly over the next three years through the
development and marketing of International Billiard coverage by providing 24
hour a day programming, available to the home satellite dish market, the cable
television market, to the direct satellite television providers and the "on
demand" Internet billiards fan.
Solid growth potential, a very popular niche market and a growing support base
positions The Billiard Channel as a serious sports enterprise in North America
with cross media internet and television capability around the world. The
Billiard Channel will have many distinct program functions.
o INSTRUCTION. The channel will air shows featuring the best players and
teachers of billiards around the world. They will explain the game in
detail and explain how each shot is executed as well as giving advice as to
what cue is right for each player. World class instruction on the Billiard
Channel for one year will cost the same as a fifteen minute lesson with a
top teaching professional.
o INFOMERCIALS. The Billiard Channel will bring the world's best Billiard
Manufactures and suppliers to the viewer. Tables, Cloth, Cues, Cases,
Accessories, Instruction Tapes and much more will be programmed each day to
keep the player and novice alike informed on the latest in the world of
Billiards.
o NEWS, VIEWS, INTERVIEWS AND INFORMATION. The Billiard Channel will keep
viewers up to date on what's happening in the world of Billiards on a daily
basis with news shows, talk shows and specialty programs to keep track of
favorite players.
o ORIGINAL PROGRAMMING. The Billiard Channel will be airing original
programming to balance your Billiard viewing experience.
o TOURNAMENTS. The Billiard Channel has exclusive filming rights for all the
RJ Reynolds Camel events and a contract with the ABP Tour to air all of
their events from the qualifying rounds, through to the finals. The world's
best Nine-Ball action will be on The Billiard Channel.
TBC will also produce original shows featuring the many characters involved in
the game. See "The Company" and "Billiard Industry."
o COMPETITION
Management has been unable to ascertain any direct competition for this format.
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o MANAGEMENT OF GROWTH
If successful, the Company. and The Billiard Channel would experience rapid
expansion of its business. A continuing period of rapid growth, including
geographic expansion, could place a significant strain on the Company's
management, operations and other resources. The Company's ability to manage its
growth would require it to continue to invest in its operations, including its
financial and management information systems, and to retain, motivate and
effectively manage its employees. If the Company's management is unable to
manage growth effectively, the quality of the Company's programming, its ability
to retain key personnel and its results of operations could be materially and
adversely affected.
o DEPENDENCE ON KEY PERSONNEL
The Company will be highly dependent on certain key personnel, many of whom
could be difficult to replace. If the Company were to lose the services of these
certain people, the Company's operating results could be adversely affected. In
addition, continued growth and expansion of the Company's business and
development will require that, despite any foreseeable competition, it attract,
motivate, and retain additional skilled and experienced personnel.
The Company expects to be able to attract, motivate and retain personnel with
the skills and experience needed to successfully develop new programming and
manage the Company's business and operations
THE FEDERAL COMMUNICATIONS COMMISSION-WASHINGTON, D.C.
Any qualified citizen, company, or group may apply to the Federal Communications
Commission for authority to construct a standard TV broadcast station. Licensing
of these facilities is prescribed by the communications act of 1934, as amended,
which sets up certain basic requirements. In general, applicants must satisfy
the Commission that they are legally, technically and financially qualified and
that operation of the proposed station would be in the public interest.
We will retain engineering and legal services to prepare the application and
follow the summary of consecutive steps in applying for the authorization to
build and operate a broadcast station.
There are two secondary television stations called television translators and
Low Power Television (LPTV) stations. A TV translator is a station that
rebroadcasts signals from full service television stations. LPTV stations may
rebroadcast a full service station television signal and may also originate
their own programming. LPTV stations may also operate as a subscription service.
These two secondary television services may operate on any available VHF or UHF
channel, provided they do not cause objectionable interference to full service
stations or other authorized translator or LPTV stations.
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Construction permits for TV stations are given for 24 months. Grantees must
request call sign assignment when the construction permit has been granted.
Extensions can be granted with justification and estimating the amount of time
needed to complete construction.
Upon completion of construction license and application approval the grantee may
begin program test. TV Stations are licensed for 5 years. (renewable)
The financial requirement is defined as being financially capable of financing
the complete project and operating expenses for three months with no revenue.
o THE BILLIARD INDUSTRY
---------------------
There are an estimated 46 million people playing pool in about 9,000 facilities
throughout North America. About 1/3 of them are women. 95% play pool where only
3% play carom and snooker respectively. About 650 facilities and 78,000 players
are members of the Billiard Congress of America. The National Wheelchair
Billiards Association was also established in the US in 1995.
In Canada there are an estimated 1.2 million people engaging in cue sports,
about 15% of those estimated to be women. Of these, 84% play pool, 15% play
snooker and 1% play carom. There are about 1,600 playing facilities across the
nation, with about 250 of them holding Canadian Amateur Billiards and Snooker
Association membership.
The Asian Pocket Billiard Union membership consists of Japan, Republic of China,
Philippines, Indonesia, Singapore and Malaysia. There are an estimated 5 million
people playing pool throughout Japan in about 3,000 establishments. In China
there are an estimated 2 million amateur players, 73 professionals that play in
about 5,000 clubs around the country.
The Korean Billiard Players Association reports an estimated 230,000 players
throughout the country playing in some 30,000 clubs.
The New Zealand Association reports there are approximately 802,000 people
participating in 4,000 commercial billiard establishments.
There are an estimated 2 million people playing in Germany (4,000 women) and
fifteen countries are members of The European Pocket Billiard Federation.
The English Pool Association and England having the reputation as the snooker
capital of the world has millions of cue sports advocates in, not only snooker,
but other disciplines as well. Although their organization and dominance in the
success of snooker is well documented, so is their organization in other cue
sports. English pool lures about 4 million players from 43 counties plus the
Channel Islands affiliated with the EPA.
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o BBIA NATIONAL STUDY REVEALS BILLIARDS PARTICIPATION TRENDS
North Palm Beach, FL - May 20, 1999 - According to the 1998 BBIA National
Billiards Participation Study, issued by the Billiard and Bowling Institute of
America (BBIA), 39,654,000 Americans six years of age or older played billiards
once or more in 1998. Since 1987, the number of billiard players has risen by
12.3%, nearly equal to the U.S. population's growth rate.
In 1998, the number of 'frequent' participants (played 25 days or more)
increased to 10.2 million from 9.2 million in 1997. The average number of days
played also rose from 22.0 to 23.8 days in 1998.
Billiards is very popular as a participant sport/activity. Among 58 sports,
fitness, and recreational activities, measured in both 1997 and 1998, billiards
ranked sixth in participants behind bowling, freshwater fishing, tent camping,
basketball and free weights exercise. In 1997, billiards ranked fourth.
Males account for 63.2% of all players, however since 1987 the growth rate of
female players (+24.7%) has surpassed that of males (+6.2%).
The 18-34 year old age group comprised 44% of all billiard players in 1998 and
had a high participation (27.8%). Teens (12-17), while a smaller segment
(16.5%), had an equally high participation rate.
The median household income of billiard players in 1997 was $37,500 compared
with $37,000 for the general population as reported by the U.S. Census Bureau.
In 1998, the billiard player median household income rose to $46,500. The North
Central and South regions each account for about 30% of all billiard players,
but the North Central region has a higher participation rate (19.6%). The
Northeast and West region are nearly equal with regard to number of players and
participation rate.
o The BBIA National Billiards Participation Study is based on the American
Sports Data, Inc., Superstudy(R), which is sponsored by the Sporting Goods
Manufacturers Association (SGMA). The ASD SuperStudy(R) was conducted in
January 1999 among 25,000 households. The resulting 15,989 responses
comprised the database used to identify and analyze general patterns,
trends, and relationships among an unprecedented 102 sports, fitness, and
recreational activities.
o BBIA, the National Trade Association for bowling and billiard
manufacturers, bowling distributors, major billiard dealers and industry
service organizations, is dedicated to fostering the growth of billiards
and bowling.
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MOST POPULAR SPORTS IN THE USA
(U.S. Population; 6 years of age or older; participated at least once in 1998)
No. of Participants
Sport (millions)
------------------------- -------------------
1. Recreational Swimming 94.4
2. Recreational Walking 80.9
3. Recreational Bicycling 54.6
4. Bowling 50.6
5. Freshwater Fishing 45.8
6. Tent Camping 42.6
7. Basketball 42.4
8. Free Weights 41.3
------------------------------------------------------
9. BILLIARDS 39.7
------------------------------------------------------
10. Day Hiking 38.6
11. Treadmill Exercise 37.1
12. Fitness Walking 36.4
13. Stretching Exercise 35.1
14. Running/Jogging 35.0
15. In-line Skating 32.0
16. Calisthenics 31.0
17. Stationary Cycling 30.8
18. Golf 30.0
19. Weight Resistance Machine 22.5
20. Darts 21.8
21. Slo-Pitch Softball 19.4
22. Ice Skating 18.7
23. Stair-Climbing Machine 18.6
24. Soccer 18.2
24. RV Camping 18.2
o This information has been abstracted from the new Super study of sports
participation conducted by American Sports Data, Inc., which monitored an
unprecedented 102 sports and fitness activities. This year's study has
measured an additional 42 sports/activities. The top three activities
(recreational swimming, walking and bicycling) are among the 42 new
measurements.
o This information has been abstracted from the new Super study of sports
participation conducted by American Sports Data, Inc., which monitored an
unprecedented 102 sports and fitness activities. This year's study has
measured an additional 42 sports/activities. The top three activities
(recreational swimming, walking and bicycling) are among the 42 new
measurements.
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o The Sporting Goods Manufacturers Association (SGMA), the trade association
of North American manufacturers, producers, and distributors of sports
apparel, athletic footwear, and sporting goods equipment, is dedicated to
increasing participation in sports and fostering industry growth and
vitality.
o Pool & Billiard Associations
updated 05/10/99
The billiard world is rich with associations and organizations that give
structure and strength to our sport. The work each organization does, in part,
contributes to the overall popularity of our favorite recreational pastime not
only in North America but also the world.
It is important to know that this list represents associations and organizations
that are members of the Billiard Congress of America and those of which the BCA
is a member. The associations below are not the only ones in existence, nor are
they the only ones interested in seeing cue sports in the Olympics.
All the associations of the world that organize cue sports are together
responsible for its success.
o Australian Associations:
-----------------------
o Australian 8-Ball Federation. (AEBF)
Pool Association promoting eight-ball within Australia.
o North American Associations:
----------------------------
o American Pool players Association (APA)
o American Cue-Makers Association. (ACA)
Cue Making in America.
o American Billiard Manufacturers, Ltd.
An organization of businesses and individuals in the billiard
industry who share the belief that American-made billiard
products are superior in quality and value.
o Billiard Education Foundation. (BEF) Scholarships for the sports youth.
o New Memberships
o Billiards & Bowling Institute of America. (BBIA) The Annual Billiard
Participation Study. BBIA Press Releases.
o National Wheelchair Billiards Association. (NWBA)
The Sanctioning Body for Wheelchair Billiards.
Disabled News Press
FREE tips and helpful hints for the disabled.
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o Valley National Eight-Ball Association. (VNEA)
International amateur pool league system.
o Women's Professional Billiard Association. (WPBA)
The Women's Professional tour
o World Associations:
------------------
The following associations are working very hard to standardize the sport
of pocket billiards on a world wide level to get cue sports into the
Olympics.
o General Association of International Sports Federations. (GAISF)
The sporting association made up of International Federations and
Organizations governing world sports and creator of the World
Sport Center.
o World Confederation of Billiards Sports. (WCBS)
The world body for all billiard sports: Pool, Billiards and Snooker.
o World Pool-Billiard Association. (WPA)
The Governing Body for the sport of Pocket-Billiards.
o APA - AMERICAN POOLPLAYERS ASSOCIATION
In April 1979, Terry Bell and Larry Hubbart, co-founders of the American Pool
players Association (APA), created what was then referred to as the National
Pool League. Anheuser-Busch signed on to title sponsor the APA's Busch Pool
League in 1979. In 1992, the Busch Pool League, then consisting of 100,000
members, became the Bud Light Pool League.
The Camel brand of the R.J. Reynolds Tobacco Co. purchased the rights to title
sponsor the APA's Singles Championships in 1994, and in 1997 Camel assumed
sponsorship of the Camel Pool League. Today, not only does Camel sponsor both of
the APA's 8-Ball National Championships, it is also the sport's most
recognizable name outside the billiard industry.
As the world's largest pool league organization prepares to turn the corner on
the 21st Century, the network that consists of over 170,000 members, 170
franchisees and a 40-person national office staff will enter 2000 with three
Fortune 500 companies in its corner supporting amateur pool.
At the 1999 Annual Convention in Las Vegas this past April, Bell and APA
President Renee Poehlman announced two new companies -- Molson and Jack
Daniel's--will be joining Camel as national sponsors of the APA. Molson, the
Official Beer of the APA, will receive title sponsorship of the APA's 9-Ball
League, local Championships and the $100,000 Molson 9-Ball League National Team
Championship, with qualifying sessions beginning this summer. Molson, North
America's oldest brewer, will showcase Molson Ice, Molson Golden and Molson
Canadian through league activities and upper-level play during its initial
three-year contract period.
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Jack Daniel's, the Official Spirit of the APA, will title sponsor the Old No. 7
9-Ball Shootout, a national 9-Ball singles championship tournament. Based in
Lynchburg, Tenn., the Jack Daniel Distillery will promote its line of Jack
Daniel's Tennessee Whiskey, Gentleman Jack, Jack Daniel's Single Barrel and Jack
Daniel's Country Cocktails through the APA.
It will also sponsor the "Gentleman Jack Sportsmanship Awards" at the APA's
National Team Championships. The contract for two years and qualifying
competition for the Jack Daniel's-sponsored event begins in May 2000.
Hundreds of local leagues operate throughout North America, spread throughout
various regions. Operating in 45 states and four Canadian provinces, the APA is
the largest and most prestigious, consisting of more members than all other
"national" leagues combined. Weekly APA League play occurs inside more than
8,000 Host Locations, which include bars, taverns, poolrooms, fraternal
organizations and anyplace a pool table can be found.
Out of approximately 38,000 bars and taverns throughout the United States, more
than 27,000 have pool tables. Many of these venues facilitate a variety of
point-of-purchase marketing products, including table lights, banners, posters,
signs, mirrors, napkins, coasters, taps, ashtrays, matches, displays and more.
The APA is generally recognized as the Governing Body of Amateur Pool, having
established the official rules, championships, formats and handicap systems for
the sport of amateur pocket billiards. Two of the league's most attractive
attributes are the handicap system and prize money. The Equalizer(R) handicap
system makes it possible for players of different playing abilities to compete
on an equal basis, much like they do in golf and bowling.
With the addition of the $100,000 Old No. 7 9-Ball Shootout, the APA now
guarantees over $1 million in national prize money. In comparison to other
leagues, the APA's computer-calculated handicap system sets the standard for
fairness. Other leagues base prize money purses on entry fees, and only the APA
guarantees its advertised total. The APA also promotes fun competition ahead of
skill, and discourages participation of only the top shooters forming teams
together. Instead, a 23-rule requires teams to consist of various skill level
ratings to ensure fairness and fun at all levels of play.
o NATIONAL WHEELCHAIR POOLPLAYERS ASSOCIATION
Livonia, MI -1998- The National Wheelchair Pool players Association, Inc.
(N.W.P.A.) is the national governing body for wheelchair billiards. Beginning
with just a few members, the N.W.P.A. is growing daily. They sanction about
10-12 cash tournaments around the country each year. Their long-range goals
include increasing our membership, sponsors and public awareness using the
Internet, media and advertising.
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Pool is one of the few sports and recreations that is not a physically demanding
sport. Other wheelchair sports like: basketball, bowling, rugby, tennis, water
and snow skiing are very physically demanding. Also, your age and disability may
limit your ability to be competitive with these other sports. Not so with pool,
in fact some of the top players in the U.S.A. are quadriplegic.
Pool has become a popular sport with men and women around the world, but even
more so for hundreds of physically challenged players. Pool is one of few sports
that wheelchair players can compete against able body players on the same level.
The N.W.P.A. has worked together with other groups, organizations and
tournaments to update rules to include wheelchair players.
They estimate, that there are hundreds of wheelchair players around the world.
They hope to get more women and newly injured individuals involved with pool, by
holding clinics at their tournaments around the country.
To illustrate the magnitude of this sport and the international potential for
viewer audience participation we include a partial list of the various
Federations:
The WORLD POOL-BILLIARD ASSOCIATION ("WPA") is the governing body of pocket
Billiards for the world.
Organizations under the WPA are:
APBU - Asian Pocket Billiard Union
o Indonesia, Japan, Korea, Philippines, Taiwan, Singapore and Malaysia.
APA - Australian Pool Association Inc:
o Australia and New Zealand
BCA - Billiard Congress of America:
o Canada, Puerto Rico, United States and Mexico
EPBA - European Pocket Billiard Federation:
o Austria, Belgium, Switzerland, Liechtenstein, Russia, Germany,
Spain, France, England, Hungary, Italy, Luxembourg, Norway,
Netherland, Sweden, Finland, Slovenia, and Lithuania.
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o EFFORTS TO INCREASE REVENUE and PROGRAMMING CAPABILITIES
--------------------------------------------------------
Throughout 1999 and early 2000, the Company's efforts will be concentrated on
improving the financial position of the Company with flow - through revenue
generated by various programs presently being created for The Billiard
Channel.Com, and strengthening the management and technical team.
Thebilliardchannel.com (as of July 1-October 31, 1999) experienced over 500,000
hits in less than sixteen weeks and has the potential for $5 million immediate
revenue. The Company intends to solidify the basis for the Company's future
growth, so as to provide the foundation for growth to a level of revenue and
profits suitable for a future initial public offering of stock, or a public
Company merger, within a one year period. It is the intention of the Company's
management to provide an exceptional return on investment for our shareholders,
and the Company is positioning itself accordingly.
o MANAGEMENT OBJECTIVES
---------------------
It is the objective of the Company's management to become a major participant in
the provision of quality and entertaining billiard programming thereby
introducing more new players to the game, satisfying the never ending appetite
of current billiard fans everywhere and positively affecting the future of all
cue sports.
o MANAGEMENT
----------
The key managers who will comprise the management core team of The Billiard
Channel all possess considerable experience in the sports, media and billiard
industry. They have participated in growing start-up companies, and each has a
track record of success in his/her functional area. The management team will
provide the necessary leadership in all areas of operating the Company.
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BILLIARD CHANNEL SUPPORTERS AND REGIONAL ADVISORS AROUND THE WORLD.
- ------------------------------------------------------------------
MIKA IMMONEN - Helsinki, Finland - Finland's No. 1 Pool Player
JOHN HORSFALL -Vancouver B.C - Top Canadian Touring Professional
VINCENT FACQUET - Bordeaux, France - 1999 French Open Champion
ROGER GRIFFIS - Mesa, Arizona - 1997 ESPN Ultimate 9-Ball Champion
KUNIHIKO TAKAHASHI - Japan - 1998 World 9-Ball Champion
PETER NIELSON - Denmark - 22 Time Danish Champion
JEREMY JONES - 1999 2nd Place Finish US Open, Virginia, USA
LOREE JON JONES - World Champion - All Time 9-Ball Money Winner
TONY ROBLES - Queens, NY - "The Silent Assassin" 1998 Sportsmanship Award
JIMMY REID - Goodlettesville, Tennessee - Top US Professional
CHRIS MACDONALD - Windsor California - 1998 US Open Bar Table Champion
TOMMY KENNEDY - Kingsland, Georgia - 1997 Sportsmanship Award Winner
DENNIS HATCH - Buffalo, NY - 1993 Champ-1999 2nd place Camel Money winner
GERRY WATSON - Montreal, Quebec - Top 10 Pro - 1994-6 Cdn. 9-Ball Champ
SHANNON DAULTON - Columbia, SC "The Cannon" Top US Professional
JIM EHRBAR - Mesa, Arizona "Anchor Man" Top US Professional
JR CALVERT - Jeannette, PA - Top US Professional
PAUL POTIER - Vancouver, B.C. Top Canadian Professional Player
DAVID HEMMAH - California - Top US Camel Touring Professional
KERRY HARTSFIELD - Auburn, Alabama - Top US Women's Touring Pro.
TROY FRANK - N. Canton, Ohio - Derby City Classic Winner d. Efryn Reyes
ALAIN MARTEL - Montreal, Quebec - Top Canadian Camel Touring professional
MAX EBERLE - Top US Touring Professional
TOM "DR. CUE" ROSSMAN - Cloverdale Indiana - Top US Touring Professional
COREY DEUEL - West Jefferson, Ohio - Top US Touring Professional
JASON KANE - New York - Top US Touring Professional
ANDY SEGAL - Forest Hills, NY-Top US Touring Pro-Technical Advisor for
Woody Allen/Sean Penn
RANDY WHITEHEAD - Shilo, Illinois - Top US Touring Professional
BOB WEIMER, JR - West Bristol, PA - Billiard Room Owner -US Touring Professional
ISMAEL "MORRO" PAEZ - Colton, Calif. - 89 Japan Open Champ - Hugler Cup Spain
ALAIN MARTEL - Montreal, Quebec - Top Canadian on the Camel Pro Billiard Tour.
LUC SALVAS - St. Timothee, Quebec - Cdn. Champ 1999 - Player of the Year 1996-97
GRADY MATHEWS - Portland, Maine - World Champion Straight Pool - US Tour Pro
DANNY MEDINA - Commerce City, Co. 2-time World Champ - 3-time US Champ
LARRY NEVEL - South Beloit, Illinois -7 -US Championships
-6-Time Wisconsin Champ
MARK WILSON - St. Louis, Mo. Top US Touring Professional and Instructor
NICK STAMATIS - Montreal, Quebec - Top Touring Professional- Billiard Room Owner
We are adding new supporters continuously.
MARKETING PLAN
- --------------
The Company employs a multi-faceted approach to marketing. These activities will
be aimed at providing increased customer awareness and education relative to the
availability and capabilities of the newer emerging market, telecommuting and
remote access to corporate networks via the Internet.
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The Company will utilize the mailing lists and personal contacts compiled from
direct contacts by our sales/marketing group. The proposed direct mail campaign
is the most cost effective method of reaching this customer base. Fax mailings
and direct mailings are used to approach new groups. This type of approach will
be offered to the Company's value added associates as well, to further leverage
the potential return. The sales organization will provide sales and support to
the Company's various channel partners. The sales group will also target direct
sales to selected major accounts. As demand for The Billiard Channel programming
grows, regional sales managers will be added to continue select direct
relationships, support the cable channels, and provide marketing and training
support to the channels. The Company plans to add two regional sales managers in
early 2000, to increase support to the cable channel, and insure additional
growth.
o DIRECT MARKETING
Through direct mail campaigns, participation in trade shows and selected
advertising, the Company will continue to create demand for its programming in
the marketplace, assisting its cable channel partners in their sales efforts.
This is especially important for success of The Billiard Channel. The Company
intends to advertise in various publications aimed at the communications
managers of medium to large businesses, as well as magazines aimed at the cue
sports market. Large organizations with an interest in implementing advertising
programs, will likely be consumer driven large companies, and these companies
will also be contacted. This will include key people in the advertising
departments of these companies as well as the communications managers described
above. This approach will include describing the benefits of associating with
The Billiard Channel.
Participation in trade show and tournaments is another avenue that will be
pursued to reach the end user business and player market. The Company will
attend several trade shows through their relationships with Billiard
Manufacturers, the first was the Trade Show in Las Vegas July 14-18, 1999. The
Company plans to attend at least seven additional tournaments this year. We have
completed six tournaments as of this writing (October 31, 1999) which were the
World 8-Ball Championships in Las Vegas, The Kasson - Camel 9-Ball tour series
event at JOB's in Nashville, Tennessee, the US Open in Virginia, the Milwaukee
Romines High Pocket Camel Tour Event the Tulsa 9-Ball open at Magoo's and the
Mizerak Seniors Open in French Lick Indiana. In addition, the Company plans to
prepare articles for publication, player testimonials, and new program
announcements, then aggressively pursue placement of these articles and
announcements in the press. These articles, when published in appropriate
magazines and journals, help identify advantages of associating with The
Billiard Channel.
THE FINAL MATCH BETWEEN WINNER JOHNNY ARCHER (USA) AND JOSE PARICA (PHILLIPINES)
WAS PREVIEWED ON THEBILLIARDCHANNEL.COM AND WAS HISTORY IN THE MAKING. THIS IS
THE FIRST BILLIARDS MATCH TO BE SEEN WORLD WIDE THROUGH THE INTERNET TV
CAPABILITY OF STUART COMMUNICATIONS. THE EXCLUSIVE POST MATCH INTERVIEW WAS
CONDUCTED BY MICHELE NIECE, APA LEAGUE OPERATOR AT JOB's BILLIARDS IN NASHVILLE
THIS IS A "FIRST" IN THE WORLD OF BILLIARDS AND A SIGNIFICANT HISTORICAL EVENT.
OVER 175,000 VIEWERS FOR THIS EVENT ALONE WITH NO PRE-PROMOTION.
13
<PAGE>
o SUPPORT ORGANIZATION
The Company plans to add a technical Engineer shortly. The need for technical
support staff is needed to configure the studio and equipment and complete the
application process with the Federal Communications Commission. When needed,
personnel will be added to the current staff. This group will work with cable
channel partners to solve problems associated with promotion of specific
programming. The country will eventually be divided into two regions, each with
a Sales Manager. A Bid Response person will be added, when appropriate, to
process requests when received either by the Company or by one of its channel
partners. An inside sales person will also be added to handle orders from
customers, support customers with literature and product information, and to
assist with bids and proposals.
o OPERATIONS
For at least the next three years of operation, the Company will continue to
purchase in-house equipment to create programming. This function will be
re-evaluated in the fourth year, or as travel dictates.
This strategy has been adopted for several reasons. The initial capital
equipment required to competitively and effectively take on the filming and
broadcasting of tournaments around the world is substantial. The continuing
fixed expense to operate the equipment adds to the overall risk involved in
investing in such equipment. There are many expert subcontract houses in various
countries that meet the standards of the television industry. By utilizing
several of these vendors, the potential costs and risks are greatly reduced.
This strategy will also allow for selective offshore equipment to be used
without the concern of utilization of the Company's expensive equipment
o FACILITY
The facility for the Company's operations will be located in Las Vegas, Nevada
subject to State and local government approvals. This location provides a large
market to draw new employees, particularly professional and technical people.
Las Vegas is also a favorite location for large pool tournaments and the Riviera
Casino is a strong supporter of billiards.
The Company intends to design and build a "state of the art" TV Broadcast
Station which will be two secondary television stations called (1) television
translators and (2) Low Power Television (LPTV) stations. A TV translator is a
station that rebroadcasts signals from full service television stations. LPTV
stations may rebroadcast a full service station television signal and may also
originate their own programming. LPTV stations may also operate as a
subscription service. These two secondary television services may operate on any
available VHF or UHF channel, provided they do not cause objectionable
interference to full service stations or other authorized translator or LPTV
stations
14
<PAGE>
CONSTRUCTION PERMIT
When an application is granted, there is a specified period of time given the
grantee for completing the construction of the station. Construction permits for
television are issued for 24 months. Grantees must request call sign assignment
when the construction permit has been granted. We have the application in hand
and are ready to proceed.
Upon completion of construction the grantee may begin program test. All
television stations are licensed for 5 years (renewable).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this Registration Statement. For the period since inception (September 18,
1998) through December 31, 1999, during the Company's development stage, the
Company has assets of $1,380, and has generated a net loss of ($24,272).
Liquidity and Capital Resources
The Company has limited liquidity and has an ongoing need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,318,400 shares of Common
Stock for net proceeds of $20,184.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company's executive and administrative offices are located at 860 Via
de la Paz, Suite E-1, Pacific Palisades, California, 90272, which is the office
of PageOne Business Productions, LLC, one of its shareholders. As of December
31, 1999, the Company has paid no rent for use of the office.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of December 31, 1999, by (i) each
person known by the Company to be the beneficial owner of more than five percent
of its Common Stock; (ii) each director; (iii) each executive officer; and (iv)
all directors and executive officers as a group. Unless otherwise indicted, each
of the following stockholders has sole voting and investment power with respect
to the shares beneficially owned, except to the extent that such authority is
shared by spouses under applicable law.
15
<PAGE>
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 1,318,400(3) 100.0%
C/o Anglo Irish Trust (I.O.M.)
69 Athol Street
Douglas, Isle of Man 1M1 1JE
George Todt (5) 109,200(4) 8.2%
Timothy Hipsher (6) 0 --
Besty Rowbottom (7) 109,200(4) 8.2%
James Walters (8) 109,200(4) 8.2%
All officers and directors as a group 109,200(4) 8.2%
(4 persons)
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Enterprise Consolidation Corporation, 860 Via De La Paz, Suite E-1,
Pacific Palisades, California 90272.
(2) Percent of Class assumes a base of 1,318,400 shares of common stock
outstanding as of December 31, 1999.
(3) Consists of 1,209,200 shares held of record by Appletree Investment
Company, Ltd., a foreign corporation domiciled in the Isle of Man and held
as an asset by an Isle of Man trust, and 109,200 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 109,200 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. Todt,
Mr. Walters and Appletree are managing members and Ms. Rowbottom is Vice
President.
(5) George A. Todt is the Chairman of the Company and a managing member of
PageOne Business Productions, LLC, 860 Via de la Paz, Suite E-1, Pacific
Palisades, CA 90272 and has shared voting power and dispositive power over
such shares.
(6) Timothy Hipsher is the President of the Company.
16
<PAGE>
(7) James F. Walters is the Vice President, Treasurer and Chief Financial
Officer of the Company and a managing member of PageOne Business
Productions, LLC, and has shared voting power and dispositive power over
such shares.
(8) Mary Elizabeth Rowbottom is the Secretary of the Company and Vice President
of Pageone Business Productions, LLC.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The names of the directors and executive officers of the Company, as
well as their respective ages and positions with the Company, are as follows:
Name Age(1) Position
- ---- --- --------
George Todt........................ 45 Chairman of the Board of
Directors, CEO
Timothy Hipsher.................... 44 President
James Walters...................... 45 Vice President and Treasurer,
Chief Financial Officer
Betsy Rowbottom.................... 28 Secretary
GEORGE A. TODT has been the Chairman of the Company's Board of Directors
and Chief Executive Officer since its inception. Since 1996, Mr. Todt has been a
managing member of PageOne Business Productions, LLC, a Delaware limited
liability company. From 1990 to 1995, Mr. Todt was the chief executive officer
of REPCO, Inc., a worldwide designer and builder of environmental facilities.
TIMOTHY HIPSHER has been the President of the Company since April 1999.
From April 1995, Mr. Hipsher has served as a Partner of Rubicon Capital Corp, a
merchant bank focused on small to mid-cap technology companies. From April 1996
to January 1997, Mr. Hipsher served as a consultant with Webcentric
Communications, Inc., an Internet telecommunications company providing creative
audio and video conferencing solutions; from January 1994 to July 1995, he
served as a Director of Cranefield International, Inc., a Canadian-based
forestry products company employing innovative and sustainable development in
South and Central America; from March 1993 to May 1996, he served as a Director
of Lodestar Explorations Inc., a mining exploration company developing
properties in North and South America; from January 1992 to January 1994, he
served as Vice President of AFF Automated Fast Foods Ltd., a robotics technology
company specializing in the delivery and preparation of food for the vending
industry; from July 1991 to January 1993, he served as a Director of Infinicom
International Corp., a company specializing in the production of infomercial
17
<PAGE>
sales campaigns; from January 1990 to May 1991, he served as a Director of
Protech Enviro Solutions, Corp., a manufacturer of collection and recycling
equipment for toxic chemicals used in the dry cleaning business; from October
1988 to January 1990, he served as a Vice President and Director of Foxx
Petroleum Products, Inc., a company packaging and distributing petroleum
products to gasoline retailers; and from January 1988 to January 1989, he served
as a Director of Soil Technologies, Inc., a manufacturer of Bio-Tech organism
used to promote growth in agricultural applications.
Mr. Hipsher received his B.S. degree in Economics from the University of
Illinois in 1971, and formerly was a securities licensee.
JAMES F. WALTERS has served as the Vice President, Treasurer and Chief
Financial Officer of the Company since its inception. Mr. Walters joined Kellogg
& Andelson as an accountant in 1976, was elected a partner in 1980, was promoted
to Managing Partner in 1984, and elected Chairman of the Board of Kellogg &
Andelson Accountancy Corporation in 1995. As Chairman, Mr. Walters is currently
responsible for the overall management of the 80-person firm. Mr. Walters has
assisted the firm's clients in connection with the preparation of their initial
public offerings, private finance, merger, acquisition and restructuring
strategies. He continues to be an active consultant in the many phases of client
business operations, such as operational control systems, general management and
capital funding, servicing middle market companies in many different industries,
including aerospace, mail order, entertainment, high tech, retail,
import/export, graphic design, business management, plastics and publishing.
Mr. Walters previously served as a member of the Board of Directors of
Kistler Aerospace, a manufacturer of reusable rockets that deliver satellites
into orbit, and was instrumental in the initial financing of that company. Mr.
Walters also serves as a member of the Board of Directors of California Fitnuts,
Inc., a start-up company which produces, through a patented process, nuts that
have 50% less fat. In addition, Mr. Walters has founded, owned and managed
companies in the commercial photography, corporate events, auto repair and
concrete molding industries.
Mr. Walters received an M.B.A. degree from Pepperdine University (Malibu,
California) in 1981, and a B.S. degree in Accounting from California State
University, Northridge (CSUN) in 1976.
MARY ELIZABETH ROWBOTTOM has served as the Secretary of the Company since
inception. Ms. Rowbottom also has worked at PageOne Business Productions since
September 1996 serving as Vice President since March 1997. From 1994 to 1996,
Ms. Rowbottom served in various capacities and, most recently, as a talent
manager with HSI Productions, a bi-coastal commercial film production company
producing television commercials and music videos, and serviced substantial
advertising agency clients, including Leo Burnett, DDB Needham and Bozell
Worldwide. Prior thereto, Ms. Rowbottom was an assistant to Merrill Lynch
account representatives. Ms. Rowbottom received a B.A. degree in Communications
from the University of Wisconsin in 1993.
18
<PAGE>
Directors of the Company are elected annually by the stockholders of the
Company to serve for a term of one year or until their successors are duly
elected and qualified. Officers serve at the pleasure of the Board of Directors
subject to any rights under employment agreements. All directors will receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. No other compensation is, or will be, paid to directors
for services rendered as directors. From the Company's inception to the date of
this filing, there have been no meetings of the Company's Board of Directors.
Other actions of the Company's Board of Directors were taken pursuant to
unanimous written consents. There are no family relationships between any
directors or officers of the Company.
ITEM 6. EXECUTIVE COMPENSATION
No director or executive officer of the Company presently receives
compensation for services rendered to the company. Payment of salaries will
occur once proceeds are available for payment through financing and sufficient
cash flow. However, such persons are entitled to be reimbursed for expenses
incurred by them in pursuit of Enterprise's business.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUE
The Company does not have any officer or director stock option plan. The
Company intends to incorporate one after a public offering. The Company does not
have an employee stock option plan. (ESOP). The Company intends to incorporate
one after a public offering.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR Grants in the last fiscal year.
COMPENSATION OF DIRECTORS
The Company's directors serve without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1998, Enterprise issued 9,200 shares and in April 1999,
Enterprise issued 100,000 shares to PageOne Business Productions, LLC, of which
Messrs. Todt and Walters are managing members and Ms. Rowbottom is the Vice
President.
19
<PAGE>
ITEM 8. DESCRIPTION OF SECURITIES
Enterprises's Restated Certificate of Incorporation provides for an
authorized capital stock of 100,000,000 shares of Common Stock, $.001 par value
(the "Common Stock"), and 8,000,000 shares of Preferred Stock, $.001 par value
(the "Preferred Stock"). At December 31, 1999, the Company had 1,318,400 shares
of Common Stock issued and outstanding. At such date, there were no shares of
Preferred Stock issued and outstanding.
Common Stock
Each share of Common Stock entitles the holder thereof to one vote for
each share on all matters submitted to the stockholders. The Common Stock is not
subject to redemption or to liability for further calls. Holders of Common Stock
will be entitled to receive such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor and to share
pro rata in any distribution to stockholders. The stockholders have no
conversion, preemptive or other subscription rights. Shares of authorized and
unissued Common Stock are issuable by the Board of Directors without any further
stockholder approval.
Preferred Stock
The Board of Directors is authorized, without further action by the
stockholders, to issue from time to time shares of Preferred Stock in one or
more classes or series and to fix the designations, voting rights, liquidation
preferences, dividend rights, conversion rights, rights and terms of redemption
(including sinking fund provisions) and certain other rights and preferences of
the Preferred Stock. The issuance of shares of Preferred Stock under certain
circumstances could adversely affect the voting power of the holders of Common
Stock and may have the effect of delaying, deferring or preventing a change in
control of the Company. As of the date of this Prospectus, the Company has no
plan or arrangement for the issuance of any shares of Preferred Stock.
Transfer Agent
The Company has appointed American Securities Transfer and Trust as the transfer
agent and registrar of the Common Stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is not presently traded on an established public
trading market. Following the filing on this Form 10-SB, the Company anticipates
that it will submit its Common Stock for listing on the OTC Electronic Bulletin
Board.
20
<PAGE>
The approximate number of record holders of the Company's Common Stock as
of December 31, 1999 was two, inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their clientele (with each such
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding as of December 31, 1999
was 1,318,400.
The Company has not declared or paid any cash dividends on its Common
Stock and does not intend to declare any dividends in the foreseeable future.
The payment of dividends, if any, is within the discretion of the Board of
Directors and will depend on the Company's earnings, if any, its capital
requirements and financial condition, and such other factors as the Board of
Directors may consider. In addition, if the Company is able to negotiate new
credit facilities, such facilities may include restrictions on the Company's
ability to pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party
or to which any of the Company's assets or properties are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Weinberg & Company, P.A., Certified Public Accountants ("Weinberg"), has
served as the Company's principal accountant since inception. There were no
accounting or auditing disagreements between the Company and Weinberg.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
As of December 31, 1999, the following unregistered securities of the
Company have been issued since inception:
(a) In September 1998, the Company issued 9,200 shares to each of PageOne
Business Productions, LLC, and Appletree Investment Company, Ltd., a foreign
corporation domiciled in the Isle of Man and held as an asset by an Isle of Man
trust, pursuant to a 504 offering.
(b) In April 1999, the Company sold 100,000 shares of common stock to
PageOne Business Productions, LLC and 1,200,000 shares of Common Stock to
Appletree Investment Company, Ltd. pursuant to a 504 offering.
21
<PAGE>
The aggregate 1,318,400 free trading shares were issued for aggregate
consideration totalling $20,184 pursuant to the exemptions from registration
provided under the Delaware General Corporation Law and the exemption provided
by Section 4(2) of the Securities Act of 1933, as amended, for issuances of
securities not involving any public offering.
The following table sets forth the names of the recipients and amounts
received in connection with said transactions:
Number of Shares of
Name of Stockholder Common Stock Acquired
------------------- ---------------------
PageOne Business 109,200
Productions, LLC
Appletree Investment 1,209,200
Company, Ltd.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that, except to the
extent prohibited by the Delaware General Corporation Law (the "DGCL"), its
directors shall not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as directors of the Company.
Under Delaware law, the directors have fiduciary duties to the Company that are
not eliminated by this provision of the Certificate of Incorporation and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under Delaware law for breach of the
director's duty of loyalty to the Company for acts or omissions that are found
by a court of competent jurisdiction to be not in good faith or involving
intentional misconduct, for knowing violations of law, for action leading to
improper personal benefit to the director and for payment of dividends or
approval of stock repurchases or redemptions that are prohibited by Delaware
law. This provision also does not affect the director's responsibilities under
any other laws, such as the federal securities laws or state or federal
environmental laws. In addition, the Company intends to maintain liability
insurance for its officers and directors.
Section 145 of the DGCL permits the Company to, and the Certificate of
Incorporation provides that the Company may, indemnify each person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was, or has agreed to
become, a director or officer of the Company, or is or was serving, or has
agreed to serve, at the request of the Company, as a director, officer or
trustee of, or in a similar capacity with, another corporation, partnership,
22
<PAGE>
joint venture, trust or other enterprises (including any employee benefit plan),
or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom. Such right of indemnification shall inure to such individuals whether
or not the claim asserted is based on matters that antedate the adoption of the
Certificate of Incorporation. Such right of indemnification shall continue as to
a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs and personal representatives of such a person. The
indemnification provided by the Certificate of Incorporation shall not be deemed
exclusive of any other rights that may be provided now or in the future under
any provision currently in effect or hereafter adopted by the Certificate of
Incorporation, by any agreement, by vote of stockholders, by resolution of
directors, by provision of law or otherwise. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors of
the Company pursuant to the foregoing provision, or otherwise, the Company 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.
Section 102(b)(7) of the DGCL permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL relating to unlawful dividends, stock purchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. Section 102(b)(7) of the DGCL is designed, among
other things, to encourage qualified individuals to serve as directors of
Delaware corporations. The Company believes this provision will assist it in
securing the services of qualified directors who are not employees of the
Company. This provision has no effect on the availability of equitable remedies,
such as injunction or rescission. If equitable remedies are found not to be
available to stockholders in any particular case, stockholders may not have any
effective remedy against actions taken by directors that constitute negligence
or gross negligence.
23
<PAGE>
PART F/S FINANCIAL STATEMENTS
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE F-1 INDEPENDENT AUDITORS' REPORT
PAGE F-2 BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE F-3 STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1999 AND FOR THE PERIOD FROM
SEPTEMBER 18, 1998 (INCEPTION) TO DECEMBER 31,
1999
PAGE F-4 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM SEPTEMBER 18, 1998
(INCEPTION) TO DECEMBER 31, 1999
PAGE F-5 STATEMENT OF CASH FLOW FOR THE YEAR ENDED
DECEMBER 31, 1999 AND FOR THE PERIOD FROM
SEPTEMBER 18, 1998 (INCEPTION) TO DECEMBER 31,
1999
PAGES F-6 - 8 NOTES TO FINANCIAL STATEMENTS
24
<PAGE>
AUDITORS' REPORT
To the Board of Directors of:
Enterprise Consolidation Corporation
We have audited the accompanying balance sheet of Enterprise Consolidation
Corporation (a Development Stage Company) as of December 31, 1999 and the
related statements of operations, changes in stockholders' deficiency and cash
flows for the year then ended and for the period from September 18, 1998
(inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Enterprise Consolidation
Corporation (a development stage company) as of December 31, 1999, and the
results of its operations and its cash flows for the year then ended and for the
period from September 18, 1998 (inception) to December 31, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has an operating loss of $24,272 and a working capital deficiency
of $5,468. These factors raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
February 16, 2000
F-1
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Software $ 1,840
Less accumulated amortization (460)
----------
Software - Net 1,380
----------
TOTAL ASSETS $ 1,380
------------
==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable - related party $ 5,468
---------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 1,318,400 issued and outstanding 1,318
Additional paid-in capital 18,866
Accumulated deficit during development stage (24,272)
---------
TOTAL STOCKHOLDERS' DEFICIENCY (4,088)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,380
=========
See accompanying notes to financial statements
F-2
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
SEPTEMBER 18,
YEAR ENDED 1998 (INCEPTION)
DECEMBER 31, TO DECEMBER 31,
1999 1999
------------- ----------------
REVENUES $ - $ -
---------- -------------
EXPENSES
Accounting fees 2,500 2,500
Bank charges 131 131
Consulting fees 12,584 12,584
Legal fees 5,750 5,750
Rent 1,500 1,500
Amortization 460 460
Licenses and filing fees 1,347 1,347
---------- -------------
NET LOSS $ (24,272) $ (24,272)
--------
========== =============
Net loss per share - basic and $ (0.02) $ (0.03)
diluted
========== =============
Weighted average number of shares
outstanding during the period -
basic and diluted 980,044 770,006
========== =============
See accompanying notes to financial statements
F-3
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM SEPTEMBER 18, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL DEFICIT DURING
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
--------- -------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Common stock issued for services 18,400 $ 18 $ 166 $ - $ 184
Common stock issued for cash 1,300.000 $ 1,300 $ 18,700 $ - 20,000
Net loss for the year ended
December 31, 1999 - - - (24,272) (24,272)
---------- -------- ----------- ------------- -----------
Balance, December 31, 1999 1,318,400 $ 1,318 $ 18,866 $ (24,272) $ (4,088)
- --------------------------
========== ======== =========== ============= ===========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
SEPTEMBER 18,
1998
YEAR ENDED (INCEPTION)
DECEMBER 31, TO DECEMBER
1999 31, 1999
-------------- ---------------
Cash flows from operating activities
Net loss $ (24,272) $ (24,272)
Amortization 460 460
Consulting services performed for I
ssuance of stock 184 184
-------------- ---------------
Net cash used in operating activities (23,628) (23,628)
-------------- ---------------
Cash flows from investing activities
Software purchased (1,840) (1,840)
-------------- ---------------
Net cash used in investing activities (1,840) (1,840)
-------------- ---------------
Cash flows from financing activities
Proceeds from issuance of common stock 20,000 20,000
Loan proceeds from related party 5,468 5,468
-------------- ---------------
Net cash provided by financing 25,468 25,468
activities
-------------- ---------------
Net increase in cash - -
Cash and cash equivalents - Beginning
- -
-------------- ---------------
Cash and cash equivalents -
ending $ - $ -
============== ===============
See accompanying notes to financial statements
F-5
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Description of Business
Enterprise Consolidation Corporation (a development stage
company) (the "Company") was incorporated in the State of
Delaware on September 18, 1998. The Company's intent is to
create a new cable channel and an internet web site to provide
high quality programming of the game of billiards. At December
31, 1999, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's
formation and fund raising,
The Company's ability to commence operations is contingent upon
its ability to raise the additional capital it will require
through the issuance of equity securities, debt securities, bank
borrowings or a combination thereof.
(B) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results
could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at time of purchase to be cash equivalents.
(D) Amortization
Purchased software is being amortized on a straight-line basis
over a three-year period. Amortization expense for the year
ended December 31, 1999 amounted to $460.
F-6
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(E) Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 109. "Accounting for Income Taxes" ("Statement
No.109"). Under Statement No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There was no current income tax expense due to
the Company's operating losses. The deferred tax asset of
approximately $3,600 arising from the Company's net operating
loss carryforward at December 31, 1999 has been fully offset by
a valuation allowance.
(F) Earnings Per Share
Net loss per common share for the year ended December 31, 1999
and for the period from September 18, 1998 (inception) to
December 31, 1999 is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting
Standards No. 128 "Earnings Per Share". There were no common
stock equivalents outstanding at December 31, 1999.
NOTE 2 LOAN PAYABLE - RELATED PARTY
The loan payable - related party is a non-interest-bearing loan due
to PageOne Business Productions, LLC arising from funds advanced to
the Company. The amount is due and payable on demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
The Company was originally authorized to issue 100,000 shares of
preferred stock at $01 par value, with such designations,
preferences, limitations and relative rights as may be determined
from time to time by the Board of Directors It was also originally
authorized to issue 10,000,000 shares of common stock at $.01 par
value.
F-7
<PAGE>
ENTERPRISE CONSOLIDATION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 3 STOCKHOLDERS' DEFICIENCY (Continued)
The Company issued 1,209,200 and 109,200 shares of common stock
to AppleTree Investment Company, Ltd. and PageOne Business
Productions, LLC, respectively. No preferred shares have been
issued as of December 31, 1999.
Management filed a restated certificate of incorporation with the
state of Delaware in June of 1999 which increased the number of
authorized common shares to 100,000,000, increased the number of
authorized preferred shares to 8,000,000 and decreased the par value
of both preferred and common shares to $.001.
The financial statements at December 31, 1999 give effect to common
and preferred stock amounts and par values enumerated in the
restated certificate of incorporation.
NOTE 4 GOING CONCERN
As reflected in the accompanying financial statements, the Company
had a net loss of $24,272 a working capital deficiency of $5,468 and
has not generated any revenues since it does not yet have an
operating business. The ability of the Company to continue as a
going concern is dependant on the Company's ability to raise
additional capital and implement its business plan. The financial
statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
The Company intends to provide high quality and entertaining
billiard programming and introduce more new fans to the game by
offering the only fulltime billiard internet TV/radio channel
available. Management believes that actions presently being taken
provide the opportunity for the Company to continue as a going
concern.
F-8
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit
No. Description
3.1 Certificate of Incorporation*
3.2 Restated Certificate of Incorporation*
3.3 Bylaws*
27 Financial Data Schedule
* Previously filed
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
ENTERPRISE CONSOLIDATION
CORPORATION,
/s/ Timothy Hipsher
By:-----------------------------
Amendment No. 1 Timothy Hipsher, President
March 13, 2000
25
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 35
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,840
<DEPRECIATION> 460
<TOTAL-ASSETS> 1,380
<CURRENT-LIABILITIES> 5,468
<BONDS> 0
0
0
<COMMON> 1,318
<OTHER-SE> (5,406)
<TOTAL-LIABILITY-AND-EQUITY> 1,380
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24,272
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (24,272)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,272)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
