<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
------------------------------
FORM 10-SB/A
------------------------------
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
------------------------------
FIRST INDIA DIVERSIFIED HOLDINGS, INC
(Name of Small Business Issuer in its charter)
New York 06-1551283
------------------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
257-10 Union Turnpike
Floral Park, New York 11004
--------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (888) 238-6400
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:
$.0001 Common Stock
--------------------------
(Title of Class)
Page 1 of 26 Pages
Exhibit Index is Located at Page 26
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I
Item 1. Description of Business 1-7
Item 2. Plan of Operation 7-12
Item 3. Description of Property 12
Item 4. Security Ownership of Certain
Beneficial Owners and Management 12-13
Item 5. Directors, Executive Officers, Promoters
And Control Persons 13-15
Item 6. Executive Compensation 15-16
Item 7. Certain Relationships and
Related Transactions 16
Item 8. Description of Securities 16
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters 17
Item 2. Legal Proceedings 18
Item 3. Changes in and Disagreements with Accountants 18
Item 4. Recent Sales of Unregistered Securities 18-20
Item 5. Indemnification of Directors and Officers 20
PART F/S
Financial Statements 21-25
PART III
Item 1. Index to Exhibits 26
Signatures 26
</TABLE>
Page 2 of 26 Pages
<PAGE> 3
PART I
Item 1. Description of Business
First India Diversified Holdings, Inc. (the "Company") was incorporated
on July 2, 1999 under the laws of the State of New York to engage in any lawful
corporate activity, including, but not limited to, selected mergers and
acquisitions. The Company was established to manufacture and distribute Indian
Food products. The Company had issued shares to its original shareholders in a
Rule 504 offering, and started operational activities. After being confronted
with many obstacles such as the established competitors, better quality
products, variety and compelling prices, the Board of Directors of the Company
has elected to change their business from being an Indian Food Product
manufacture to a company with no specific business plan other than to consumate
an acquisition of or merge into another business or entity and commence
implementation of the Company's principal business purpose described below
under "Item 2 - Plan of Operation."
The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
In addition, the Company is filing this registration statement to
enhance investor protection and to provide information if a trading market
commences. On or about December 11, 1997, the National Association of Securities
Dealers, Inc. (NASD) announced that its Board of Governors had approved a series
of proposed changes for the Over the Counter ("OTC") Bulletin Board and the OTC
market. The principal changes, which was approved by the Securities and Exchange
Commission on January 4, 1999 allows only those companies that report their
current financial information to the Securities and Exchange Commission,
banking, or insurance regulators to be quoted on the OTC Bulletin Board. The
rule provides for a phase in period for those securities already quoted on the
OTC Bulletin Board.
RISK FACTORS
The Company's business is subject to numerous risk factors, including
the following:
1. Lack of History. The Company has had a very limited operating
history and did not generate any revenues or earnings from those operations.
The Company will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss
which will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.
Page 3 of 26 Pages
<PAGE> 4
2. The Company's Proposed Operations is Speculative. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
3. Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well - financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be desirable target candidates
for the Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
4. The Company has No Agreement for a Business Combination or Other
Transaction - No Standards for Business Combination. The Company has no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. There
can be no assurance the Company will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation by the Company. There is no assurance the
Company will be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria
which it will require a target business opportunity to have achieved, and
without which the Company would not consider a business combination in any form
with such business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant operating
history, losses. Limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.
5. Continued Management Control, Limited Time Availability. While
seeking a business combination, management anticipates devoting up to forty
hours per week to the business of the Company. The Company has not obtained key
man life insurance on any its officers or directors. Not withstanding the
combined limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect development of the
Company's business and its likelihood of continuing operation. See "Item 5-
Directors, Executive Officers, Promoters and Control Persons."
Page 4 of 26 Pages
<PAGE> 5
6. There may be Conflicts of Interest. Officers and directors of the
Company may in the future participate in business ventures which could be deemed
to compete directly with the Company. Additional conflicts of interest and
non-arms length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business. Management has adopted a policy that the
Company will not seek a merger with, or acquisition of, any entity in which
management serve as officers, directors or partners, or in which they or their
family members own or hold any ownership interest.
7. Reporting Requirements May Delay or Preclude Acquisitions. Sections
13 and 5(d) of the Securities Exchange Act of 1934 (the "1934 Act"), require
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, three years, depending on then relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare such statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.
8. Lack of Market research or Marketing Organization. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demands exists for the transactions contemplated
by the Company. Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.
9. Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by business opportunities which the Company
merges with or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.
10. Regulation. Although the Company will be subject to regulation
under the 1934 Act, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar as the Company will
not be engaged in the business of investing or trading in securities. In the
event the Company engages in business combinations which result in the Company
holding passive investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment company and
could be expected to incur significant registration and compliance costs. The
Company has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company Act of
1940, and consequently, and
Page 5 of 26 Pages
<PAGE> 6
violation of such Act would subject the Company to adverse consequences.
11. Probable Change in Control and Management. A business combination
involving the issuance of the Company's common Shares will, in all likelihood,
result in shareholders of a private company obtaining a controlling interest in
the Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the Company. The
resulting change in control of the Company could result in removal of one or
more present officers and directors of the Company and a corresponding reduction
in or elimination of their participation in the future affairs of the Company.
12. Reduction of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company.
13. Disadvantages of Blank Check Offering. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to time delays of the registration process, significant expenses to
be incurred in a such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
14. Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes that may have an adverse effect on both parties to the
transaction.
15. Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the
Page 6 of 26 Pages
<PAGE> 7
Company, rather than incur the expenses associated with preparing audited
financial statements.
16. Dilution. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of shares held
by the Company's then shareholders.
17. No Trading Market. There is no trading market for the Company's
common stock at present, and there has been no trading market to date. There is
no assurance that a trading market will ever develop or, if such market does
develop, that it will continue. The Company intends to request a broker-dealer
to make application to the NASD Regulation, Inc. to have the Company's
securities traded on the OTC Bulletin Board or published in print and electronic
media, or either, in the National Quotation Bureau LLC "Pink Sheets."
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.
The Company has 3 full time employees. The Company's President and
Secretary have agreed to allocate their full time to the activities of the
Company. These officers anticipate that the business plan of the Company can be
implemented by their devoting maximum time per month to the business affairs of
the Company.
General Business Plan
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the advantages of an
Issuer who has complied with the 1934 Act. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is purposefully general and is not
meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See Item F/S, "Financial Statements." This lack of diversification should be
considered a substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against gains
from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand
Page 7 of 26 Pages
<PAGE> 8
into new products or markets, to develop new markets or service, or for other
corporate purposes. The Company may acquire assets and establish wholly owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employed, providing liquidity (subject to restrictions
of applicable statutes), for all shareholders and other factors. Potentially,
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in an Issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The 1934 Act, specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 1934 Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data, which would support the benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The Company has made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. Azmat Hossain, an officer and director of the Company, has
agreed to provide the necessary funds, without interest, for the Company to
comply with the 1934 Act reporting requirements, provided that he is an officer
and director of the Company when the obligation is incurred.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities, which may be brought
to its attention through present associations of the Company's officers and
directors, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available
Page 8 of 26 Pages
<PAGE> 9
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the public recognition of acceptance of products,
services, or trades; name identification; and other relevant factors. Officers
and directors of the Company expect to meet personally with management and key
personnel of the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, will rely upon their own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee by such party will be
paid by the Company out of the limited capital available to the Company. There
have been no contracts or agreements with any outside consultants and none are
anticipated in the future.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or developmental
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, it may desire to have its shares publicly traded, or
may seek other advantages which the Company may offer. However, the Company does
not intend to obtain funds in more private placements to finance the operation
of any acquired business opportunity until such time as the Company has
successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
limited capital with which to pay these anticipated expenses, present management
of the Company will pay these charges with their limited funds, or interest free
loans to the Company or as capital contributions. However, if loans, the only
opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate. Management has agreed among
themselves that the repayment of any loans made on behalf of the Company will
not impede, or be made conditional in any manner, to consummation of a proper
transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation,
Page 9 of 26 Pages
<PAGE> 10
reorganization, joint venture, or licensing agreement with another corporation
or entity. It may also acquire stock or assets of an existing business. On the
consummation of a transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the Company. In
addition, the Company's directors may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of the
Company's shareholders or may sell their stock in the Company. Any terms of sale
of the shares presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar terms and
conditions. Any and all such sales will only be made in compliance with the
securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities, may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax - free" reorganization
under Section 368 (a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be necessary for the
owners of the acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company, would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which would result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange
Page 10 of 26 Pages
<PAGE> 11
for all of their shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, the Company's
shareholders will in all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or acquisition. The
percentage ownership may be subject to significant reduction in the event the
Company acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's then
shareholders.
The company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreement cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with Company's attorneys and accountants, will set forth remedies on
default and will include other miscellaneous terms.
The Company will not acquire or merge with any entity which cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction. The Company is subject to all of
the reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file independent audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by the
candidate to be acquired in the closing documents, the closing documents will
provide that the proposed transaction will be void, at the discretion of the
present management of the Company. If such transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to reimburse
the Company for all costs associated with the proposed transaction.
Competition
The Company will remain as an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial firms which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
Investment Company Act of 1940
Although the Company will be subject to regulation under the Securities
Act of 1933, as amended, and the 1934 Act, management believes the Company will
not be subject to regulation under the
Page 11 of 26 Pages
<PAGE> 12
Investment Company Act of 1940 insofar as the Company will not be engaged in the
business of investing or trading in securities. In the event the Company engages
in business combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences. The Company's Board of Directors unanimously approved a
resolution stating that it is the Company's desire to be exempt from the
Investment Company Act of 1940 under Regulation 3a-2 thereto.
Item 3. Description of Property
The Company has no properties and at this time has no agreements to
acquire any properties.
The Company presently occupies office space at 257-10 Union Turnpike
Floral Park NY 11004. This space is provided to the Company on a rent
basis, and it is anticipated that this arrangement will remain until
such time as the Company successfully consummates a merger or
acquisition. Management believes that this arrangement will meet the
Company's needs for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth for any person (including any
"group") who is known to be the beneficial owners of more than five
(5%) percent of any class of the Company's voting securities:
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percentage
Beneficial Beneficial of
Title of Class Owner Owner class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Arnaz Singh 18,000,000 18%
428 Belmont Ave
Babylon NY 11704
Common Azmat Hossain 17,000,000 17%
47-59 98 Place
Corona NY 11368
Common Dildar Singh 16,000,000 16%
14357 Rosecrans Ave
La Mirada CA 90638
Common All Officers and 51,000,000 51%
Directors as a group
</TABLE>
Page 12 of 26 Pages
<PAGE> 13
(three [3] individuals)
(b) Security Ownership of Management
The following table sets forth the ownership for each class of
equity securities of the Company owned beneficially and of record by
all directors and officers of the Company:
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percentage
Beneficial Beneficial of
Title of Class Owner Owner class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Arnaz Singh 18,000,000 18%
428 Belmont Ave
Babylon NY 11704
Common Azmat Hossain 17,000,000 17%
47-59 98 Place
Corona NY 11368
Common Dildar Singh 16,000,000 16%
14357 Rosecrans Ave
La Mirada CA 90638
Common All Officers and 51,000,000 51%
Directors as a group
(three [3] individuals)
</TABLE>
(c) There are no arrangements known to the Company or to the
beneficial owners or management which may result in a change
in control of the Issuer.
Item 5. Directors, Executives Officers, Promoters and Control Persons
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Arnaz Singh 45 President/Director
Azmat Hossain 24 Secretary/Treasurer/
Director
Dildar Singh 42 Director
</TABLE>
The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. Vacancies in the existing Board of Directors are
filled by majority vote of the remaining Directors. Officers of the Company
serve at the will of the Board of Directors. There are no agreements or
understandings for any officer or director to resign at the request of another
person and no officer or director is acting on behalf of or will act at the
direction of any other person.
Page 13 of 26 Pages
<PAGE> 14
Resumes
Arnaz Singh
Arnaz Singh is a major shareholder of the Company and has been the
President and a director of the Company since inception. From 1994 to 1999 she
had been the Vice-President of Design for Commercial Kitchen Design Inc., a
supplier of restaurant equipment and a designer of commercial kitchens. She was
responsible for the design, project development, scheduling and implementation
of food equipment in commercial restaurants.
Azmat Hossain
Azmat Hossain is a major shareholder of the Company and has been
Secretary/Treasurer and a director of the Company since inception. From 1995 to
1999, he had been the service manager for the Bagel Cafe & Catering Co., a
restaurant chain and a food catering company.
Dildar Singh
Dildar Singh is a major shareholder of the Company and has been a
director of the Company since inception. From 1991 to 1998, he was a Vice
President of Web Tourism & Travel Inc., a travel agency operating out of New
York and California. He was in charge of the day to day operations of the
California office.
Previous Blank Check Companies - Current
Blank Check Companies
The officers and directors of the Company have not been officers and
directors in any other blank check offerings. The officers and directors,
however, do anticipate becoming involved with additional blank check companies
who may file under the Securities Act of l933, as amended, or the l934 Act, or
either. In addition, the officers and directors of the Company may become
involved in additional blank check companies that may request a broker-dealer to
request clearance from the NASD Regulation, Inc. for trading clearance in the
applicable quotation medium.
Conflicts of Interest
The officers and directors of the Company may in the future become
shareholders, officers or directors of other companies which may be engaged in
business activities similar to those conducted by the Company. Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of the Company or other entities. Moreover,
additional conflict of interest may arise with respect to opportunities which
come to the attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first refusal
pertaining to opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.
Page 14 of 26 Pages
<PAGE> 15
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company or the companies in which the officers or directors are
affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflicts of interest policy with respect
to such transactions.
Item 6. Executive compensation
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is expected to
occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors. Further, none of
the directors are accruing any compensation pursuant to any agreement with the
Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to any members of the
Company's management will not be a consideration in the Company's decision to
undertake any proposed transaction. Each member of management has agreed to
disclose to the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any prospective
merger or acquisition candidate, the proposed transaction will not be approved
by the Company's Board of Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has
Page 15 of 26 Pages
<PAGE> 16
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this registration statement, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finder's fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
No retirement, pension, profit sharing, stock option, insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.
Azmat Hossain has advanced $400.00 to the Company to pay for the
current accounting costs applicable to this Form 10SB12G, and has agreed to
provide the necessary funds, without interest, for the Company to comply with
the 1934 Act provided that he is an officer and director of the Company when the
obligation is incurred. All advances are interest-free.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 100,000,000 shares,
par value $.0001 per share, There are 61,000,000 Common shares issued and
outstanding as of the date of this filing.
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one vote per share in all matters to be
voted upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid non assessable shares. Cumulative voting in the election of directors
is not permitted, which means that the holders of a majority of the issued and
outstanding shares of Common Stock represented at any meeting at which a quorum
is present will be able to elect the entire Board of Directors if they so choose
and, in such event, the holders of the remaining shares of Common Stock will not
be able to elect any directors. In the event of the liquidation of the Company,
each shareholder is entitled to receive a proportionate share of the Company's
assets available for distribution to shareholders after the payment of
liabilities and after distribution in full of preferential amounts, if any. All
shares of the Company's Common Stock issued are fully paid and non-assessable.
Holders of the Common Stock are entitled to share pro rata in dividends and
distributions with respect to the Common Stock, as may be declared by the Board
of Directors out of funds legally available therefor. The Company's transfer
agent is Holladay Stock Transfer Inc.
Page 16 of 26 Pages
<PAGE> 17
Part II
Item 1. Market Price for Common Equity and Related Matters
There is no trading market for the Company's Common Stock at present
and there has been no trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does develop, that it will
continue. The Company intends to request a Broker-Dealer to make application to
the NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board System or published, in print and electronic media, or either, in
the National Quotation Bureau LLC "Pink Sheets".
(a) Market Price
The Company's Common Stock is not quoted at the present time.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny Stock", for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share, or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives from the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the Commission
relating to the penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offering and secondary trading, and
about commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.
For the initial listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $4 million or market capitalization of $50 million
or a net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.
For continued listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $2 million or market capitalization of $35 million
or a net income (in the latest fiscal year or two of the
Page 17 of 26 Pages
<PAGE> 18
last fiscal years) of $500,000, a public float of 500,000 shares with a market
value of $1 million. The minimum bid price must be $1.00 and there must be 2
market makers. In addition, there must be 300 shareholders holding 100 shares or
more.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate which will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities. The Company intends to request a
broker-dealer to make application to the NASD Regulation, Inc. to have the
Company's securities traded on the OTC Bulletin Board Systems or published, in
print and electronic media, or either, in the National Quotation Bureau LLC
"Pink Sheets," or either.
(b) Holders.
There are thirty (31) holders of the Company's Common Stock. In 1999,
the Company issued 10,000,000, of its Common Shares for cash. Those
shares were issued in a Regulation D Rule 504 offering.
(c) Dividends.
The Company has not paid any dividends to date, and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the
Company.
Item 3. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
The Company has not changed accountants since its formation
and there are no disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
Page 18 of 26 Pages
<PAGE> 19
(a) Securities sold.
The Company has sold and issued its securities during the six
months period preceding the date of this registration statement. On or
about July 21,1999, the Company authorized the sale and issuance for
cash of part of the shares that are outstanding. The Treasurer of the
Company acknowledged receipt of the full consideration for the shares
on or about September 29, 1999 and the certificates evidencing said
shares were executed and delivered on or about said date. Each of said
shareholders have owned the shares of common stock since September 30,
1999. No additional shares have been sold and issued. 10,000,000
shares of Common Stock of the Company have been issued in a REG D 504
offering and only those shares are "freely-tradable" shares as they
were issued in reliance on the Rule 504 of Regulation D as amended
requiring state registration and a disclosure document to be delivered
to each investor prior to sale. The company has registered its
offering in a state requiring qualification of securities and a
disclosure document was delivered to each investor before sale.
The Securities and Exchange Commission adopted amendments to
Rule 504 of Regulation D, which provides an exemption from Securities
Act registration for securities offerings of non-reporting companies
that do not exceed an aggregate annual amount of $1 million. Recent
fraudulent secondary transactions in the over-the-counter markets of
"mircocap" companies have involved freely tradable securities issued
in Rule 504 offerings. To curb these abuses, the Commission has
modified Rule 504 to limit the circumstances where general
solicitation is permitted and "freely tradable" securities may only be
issued in reliance on the rule to transactions (1) registered under
state law requiring public filing and delivery of a disclosure
document to investors before sale, or (2) exempted under state law
permitting general solicitation and advertising so long as sales
are made only to accredited investors.
Investor protection concerns required this action to be taken
to curb misuse of this exemption in the markets for "microcap"
companies. Requiring issuers to go through state registration and
deliver disclosure documents to investors in order to issue freely
tradable securities in Rule 504 transactions provides information for
prospective investors to make more informed investment decisions.
These amendments are part of their comprehensive agenda to deter
registration and trading abuses, particularly by "microcap" issuers.
(b) Underwriters and other purchasers.
There were no underwriters in connection with the sale
and issuance of any securities.
All of the shareholders have had a pre-existing personal
or business relationship with the Company or its officers and
directors. By reason of their business experience, each have
been involved financially and by virtue of a time commitment
in business projects with the officers of the Company.
Further, each of the shareholders have established a
pre-existing personal relationship with the officers and
directors of the Company. The following are the names of the
31 issuees and the number of shares purchased by each of them.
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Arnaz Singh 18,000,000
Azmat Hossain 17,000,000
Dildar Singh 16,000,000
Umang Bansal 1,000,000
Aminul Hossain 250,000
Vanesh Bansal 250,000
Mandeep Kaur 1,000,000
Zarina Hossain 250,000
Bahran Ali 250,000
Angad Bansal 500,000
Yameen Hossain 400,000
Vida Najari 350,000
Tanzia Samad 300,000
Gulzar Singh 250,000
Rani Kaur 250,000
Preeti Parhar 250,000
Faruque Mohammad 250,000
Zeenat Faruque 250,000
</TABLE>
Page 19 of 26 Pages
<PAGE> 20
<TABLE>
<S> <C>
Preethi Kanike 250,000
Selina Beg 250,000
Hazara Nanuan 250,000
Raveen Samad 250,000
Shehnaz Singh 250,000
Kumar Patel 200,000
Raj Patel 200,000
Ajish Vijayan 250,000
Daniel Stiglmayer 250,000
Lawrence Poykayil 250,000
Jasleen Kaur 250,000
Sanjay Patel 250,000
Marc Landas 250,000
</TABLE>
Item 5. Indemnification of Directors and Officers.
The Company, to the fullest extent permitted by Sections 722,
723 and 724 of the Business Corporation Law of the State of New York, as the
same may be amended or supplemented, may indemnify any person for expenses
incurred, including attorneys fees, in connection with their good faith acts if
they reasonably believe such acts are in and not opposed to the best interests
of the Company and for acts for which the person had no reason to believe his or
her conduct was unlawful. The Company may indemnify the officers and directors
for expenses incurred in defending a civil or criminal action, suit or
proceeding as they are incurred in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount of such expenses if it is ultimately
determined by a court of competent jurisdiction in which the action or suit is
brought determined that such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to officers, directors or
persons controlling the Company pursuant to the foregoing, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is therefore unenforceable.
Page 20 of 26 Pages
<PAGE> 21
PART F/S
Financial Statements
The following financial statements are attached to this report
and filed as a part thereof.
1) Table of Contents
2) Independent Auditors' Report
3) Balance Sheet
4) Statement of Operations
5) Statement of Changes in Stockholders' Equity
6) Statement of Cash Flows
7) Notes to the Financial Statements
Page 21 of 26 Pages
<PAGE> 22
GREGORY E. LAZICKY, P.C. LETTERHEAD
INDEPENDENT AUDITORS' REPORT
To the Stockholders
First India Diversified Holdings Inc.
Floral Park, New York
I have audited the accompanying balance sheet of First India Diversified
Holdings Inc. (A Development Stage Company) as of September 30, 1999 and the
related statements of operations, changes in stockholders' equity and cash flows
for the period July 2, 1999 (date of inception) to September 30, 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 First India Diversified Holdings
Inc. as of September 30, 1999 and results of its operations and its cash flows
for the period July 2, 1999 (date of inception) to September 30, 1999 in
conformity with generally accepted accounting principles.
/s/ Gregory E. Lazicky
---------------------------
Gregory E. Lazicky
Certified Public Accountant
Bound Brook, New Jersey
October 29, 1999
Page 22 of 26 Pages
<PAGE> 23
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 1999
------------------------------------
<TABLE>
<CAPTION>
ASSETS
- ------
<S> <C>
Current assets:
Stock subscriptions receivable $105,100
--------
Total assets $105,100
--------
LIABILITIES AND STOCKHOLDERS' EQUITY
--------
Liabilities $ 0
--------
Total liabilities $ 0
--------
Stockholders' Equity:
Common stock, $.0001 par value, 100,000,000
share authorized and 61,000,000 shares
issued and outstanding 105,000
--------
Total Stockholders' equity 105,000
--------
Total liabilities and stockholders' equity $105,000
--------
</TABLE>
See accompanying notes and independent auditor's report
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
PERIOD FROM JULY 2, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
------------------------------------------------------------------
<TABLE>
<S> <C>
REVENUES $ 0
---------
EXPENSES $ 0
---------
NET INCOME $ 0
---------
</TABLE>
See accompanying notes and independent auditor's report
Page 23 of 26 Pages
<PAGE> 24
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM JULY 2, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital Stock
Issued, Common
------------------------------ Retained
Shares Amount Earnings Total
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Issuance of common stock
at par value 51,000,000 $ 5,100 $ 0 $ 5,100
Issuance of common stock
At $.01 per share 10,000,000 $ 100,000 $ 0 $ 100,000
Net Income 0 0 0 0
---------- ---------- ---------- ----------
Balance 61,000,000 $ 105,100 $ 0 $ 105,100
September 30,1999
</TABLE>
See accompanying notes and independent auditor's report
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
PERIOD FROM JULY 2, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
------------------------------------------------------------------
<TABLE>
<S> <C>
Cash flows from operating activities
Net income $0
Adjustments to reconcile net income to net
cash provided by operating activities $0
--
Net cash provided by operating activities $0
Cash flows from investing activities
Net cash provided by investing activities $0
Cash flows from financing activities
Net cash provided by financing activities $0
--
Net increase in cash $0
Cash and cash equivalents - beginning of period $0
--
Cash and cash equivalents - end of period $0
--
</TABLE>
See accompanying notes and independent auditor's report
Page 24 of 26 Pages
<PAGE> 25
FIRST INDIA DIVERSIFIED HOLDINGS INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
--------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Company organization and activity:
The Company was incorporated in the state of New York on July 2, 1999. The
Company's principal activity has not been determined as of yet. Operations are
expected to begin on or about December 1, 1999.
Financial statement presentation:
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. The preparation of financial
statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION
- -------------------------------------------
The following noncash transaction has been appropriately excluded from the
statement of ash flows:
During the period July 2, 1999 (date of inception) to September 30, 1999, the
Company received stock subscriptions receivable in the amount of $105,100 for
the issuance of common stock.
Page 25 of 26 Pages
<PAGE> 26
Part III
Item 1. Exhibit Index
No.
- -----------------------------------------------------------------------
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation,
with amendment
3.2 Bylaws
(23) Consents - Experts
23.1 Consent of Gregory E. Lazicky
(27) Financial Data Schedule
27.1 Financial Data Schedule
Signatures
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 28, 2000
By: /s/ Arnaz Singh
-------------------------
Arnaz Singh
President
Page 26 of 26 Pages
