U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 0-28475
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Rich Earth, Inc.
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(Name of Small Business Issuer in its Charter)
Nevada 87-0635536
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
ALUMINUM TOWER 5TH FLOOR
2 LIMASSOL AVENUE, 2003 NICOSIA, CYPRUS
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (357) 233-6933
5821 EMIGRATION CANYON
SALT LAKE CITY UT 84108
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(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: OTCBB Symbol RCER
Securities Registered under Section 12(g) of the Exchange Act:
9,960,000 Common stock: $0.001 Par value
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes No X
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
<PAGE>
December 31, 1999 - $0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
March 15, 1999 - $9,800.00 There are approximately 9,800,000 shares of
common voting stock of the Company held by non-affiliates. Because there has
been no active "public market" for the Company's common stock since inception,
the Company has arbitrarily valued these shares at par value of $0.001 per
share.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
April 14, 2000
9,960,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes No X
--- ---
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
ORGANIZATION AND CHARTER AMENDMENTS
Rich Earth, Inc., f/k/a "Charken Contractors, Inc.", (hereinafter "The Company")
was incorporated on October 19, 1988, pursuant to the Nevada Business
Corporation Act. Its original Articles of Incorporation provided for authorized
capital of two thousand five hundred (2,500) shares of common stock with no par
value. On June 21, 1999, the shareholders of the Company approved an amendment
to the Articles of Incorporation changing the authorized capital to one hundred
million (100,000,000) shares of common stock with a par value of $0.001 (1 mill)
per share. The amended Articles were filed with the State of Nevada on June 28,
1999.The Company was formed with the stated purpose of conducting any lawful
business activity. However, the contemplated purpose was to engage in investment
and business development operations related to mineral research and exploration.
The Company's attempts to enter this field were not successful and all attempts
to engage in business ended before January of 1994, and the Company became
dormant.
The Company never engaged in an active trade or business throughout the period
from inception through 1998. On or about April 1999, the directors determined
that the Company should become active and reinstated the Company with the State
of Nevada, and began seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
Company is considered a development stage company and, due to its status as a
"shell" corporation, its principal business purpose is to locate and consummate
a merger or acquisition with a private entity. Because of the Company's current
status having no assets and no recent operating history, in the event the
Company does successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders will
experience substantial dilution and there will be a probable change in control
of the Company.
Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any such
business combination. Thus, in the event that the Company successfully completes
an acquisition or merger with another operating business, the resulting combined
business must provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating business has
been in business less than two years, audited financial statements will be
required from the period of inception of the target acquisition or merger
candidate.
The Company's principal executive offices are temporarily located at: 5821
Emigration Canyon, Salt Lake City, Utah, 84108.
Business of Issuer
BUSINESS.
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Other than the above-referenced matters and seeking and investigating potential
assets, properties or businesses to acquire, the Company has had no business
operations since inception. To the extent that the Company intends to continue
to seek the acquisition of assets, property or business that may benefit the
Company and its stockholders, it is essentially a corporate shell company.
Because the Company has limited assets and conducts no business, management
anticipates that any such acquisition would require it to issue shares of its
common stock as the sole consideration for the acquisition. This may result in
substantial dilution of the shares of current stockholders. The Company's Board
of Directors shall make the final determination whether to complete any such
acquisition; the approval of stockholders will not be sought unless required by
applicable laws, rules and regulations, its Articles of Incorporation or Bylaws,
or contract. The Company makes no assurance that any future enterprise will be
profitable or successful.
<PAGE>
The Company is not currently engaging in any substantive business activity and
has no plans to engage in any such activity in the foreseeable future. In its
present form, the Company may be deemed to be a vehicle to acquire or merge with
a business or company. The Company does not intend to restrict its search to any
particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 95 percent of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
In the event that the Company engages in any transaction resulting in a change
of control of the Company and/or the acquisition of a business, the Company will
be required to file with the Commission a Current Report on Form 8-K within 15
days of such transaction. A filing on Form 8-K also requires the filing of
audited financial statements of the business acquired, as well as pro forma
financial information consisting of a pro forma condensed balance sheet, pro
forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any decision
as to whether to participate in any specific business endeavor, none of which
may be determinative or provide any assurance of success. These may include, but
will not be limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or marketing
concepts; the merit of technological changes; its present financial condition,
projected growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and experience of
its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically related
to its business operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.
Regardless, the results of operations of any specific entity may not necessarily
be indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other factors. Further, in the
case of a new business venture or one that is in a research and development
mode, the risks will be substantial, and there will be no objective criteria to
examine the effectiveness or the abilities of its management or its business
objectives. Also, a firm market for its products or services may yet need to be
established, and with no past track record, the profitability of any such entity
will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key personnel of
the entity sponsoring any business opportunity afforded to the Company, visit
and inspect material facilities, obtain independent analysis or verification of
information provided and gathered, check references of management and key
personnel and conduct other reasonably prudent measures calculated to ensure a
reasonably thorough review of any particular business opportunity; however, due
to time constraints of management, these activities may be limited.
<PAGE>
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Further, substantial fees are often paid in connection with the completion of
these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
Currently, the Company has identified one potential acquisition target GlobalNet
International, Inc. Management of the Company is not in any way affiliated with
this Company. The Company is completing certain due diligence pursuant to a
merger agreement dated March 22, 2000, between the Company, GlobalNet
International, Inc., a private Delaware company, and GN Acquisition Corp. a
wholly owned subsidiary of the Company formed in Delaware for this transaction.
On completion of the due diligence review, stockholder approval will be sought
and a information circular will be filed with the Securities and Exchange
Commission and provided to all stockholders of record outlining the proposed
transaction in full with attached financial statements for GlobalNet
International, Inc. There can be no guarantee at this time that this transaction
will be completed by the parties.
PRINCIPAL PRODUCTS AND SERVICES.
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The limited business operations of the Company, as now contemplated, involve
those of a corporate shell company. The only activities to be conducted by the
Company are to manage its current limited assets and to seek out and investigate
the acquisition of any viable business opportunity by purchase and exchange for
securities of the Company or pursuant to a reorganization or merger through
which securities of the Company will be issued or exchanged.
DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES.
- -------------------------------------------------
Management will seek out and investigate business opportunities through every
reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE.
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None; not applicable.
COMPETITIVE BUSINESS CONDITIONS.
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<PAGE>
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
SOURCES AND AVAILABILITY OF RAW MATERIALS AND NAMES OF PRINCIPAL SUPPLIERS.
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None; not applicable.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS.
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None; not applicable.
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS.
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None; not applicable.
NEED FOR ANY GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES.
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Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON BUSINESS.
- -------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American Securities
Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
RESEARCH AND DEVELOPMENT.
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None; not applicable.
COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
<PAGE>
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
NUMBER OF EMPLOYEES.
- --------------------
None.
ITEM 2. DESCRIPTION OF PROPERTY.
- -----------------------
The Company has no assets, property or business; its principal executive office
address and telephone number are the business office address and telephone
number of its President, and are currently provided at no cost. Because the
Company has had no business, its activities will be limited to keeping itself in
good standing in the State of Nevada, seeking out acquisitions, reorganizations
or mergers and preparing and filing the appropriate reports with the Securities
and Exchange Commission. These activities have consumed an insubstantial amount
of management's time.
ITEM 3. LEGAL PROCEEDINGS.
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The Company is not a party to any pending legal proceeding. To the knowledge of
management, no federal, state or local governmental agency is presently
contemplating any proceeding against the Company. No director, executive officer
or affiliate of the Company or owner of record or beneficially of more than five
percent of the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- ----------------------------------------------------
No matter was submitted to a vote of the Company's security holders during the
fourth quarter of the calendar year covered by this Report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
- ---------------------------------------------------------
MARKET INFORMATION
Our Common Stock is currently quoted on Pink Sheets up until a week ago our
Common Stock was quoted on the OTC Bulletin Board. It is traded under the symbol
"RCERE". The following table sets forth the range of high and low prices as
reported on the OTC Bulletin Board for the periods indicated. The Company had no
trading activity since in 1999.
As of March 31, 2000, the Company had 27 holders of record of its Common Stock.
The Company has not declared or paid cash dividends on its Common Stock and
presently has no plans to do so. Any change in the Company's dividend policy
will be at the sole discretion of the Board of Directors and will depend on the
Company's profitability, financial condition, capital needs, future loan
covenants, general economic conditions, future prospects and other factors
deemed relevant by the Board of Directors. The Company currently intends to
retain earnings for use in the operation and expansion of the Company's business
and does not anticipate paying cash dividends in the foreseeable future.
<PAGE>
The Company's common stock are subject to the provisions of Section 15(g) and
Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the 'Exchange
Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain requirements for transactions in penny stocks and Rule 15g9(d)(1)
incorporates the definition of penny stock as that used in Rule 3a5l-l of the
Exchange Act. The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a5l-l provides that any equity security is considered to be a
penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible assets; or exempted from the definition by
the Commission.
If at anytime the Company's shares are deemed to be a penny stock, trading in
the shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors, generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse. For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of March , 2000 there were 37 holders of record of the Company's common
stock. As of the date hereof, the Company has issued and outstanding 9,960,000
shares of common stock. of this total, all shares, excepting those issued to the
current officers in July of 1999, were issued in transactions more than two
years ago. (A forward 200-for-1 stock split occurred on June 24, 1999 and a
second 20-for-1 stock split occurred March 1, 2000, increasing the number of
shares held by existing shareholders, which is not deemed a "new" issuance.)
Thus, all but 160,000 shares were issued more than two years ago and may be sold
or otherwise transferred without restriction pursuant to the terms of Rule 144
("Rule 144") of the Securities Act of 1933, as amended (the "Act"), unless held
by an affiliate or controlling shareholder of the Company. Of these shares, the
Company has identified 160,000 shares as being held by affiliates of the
Company. The remaining 9,800,000 shares are deemed free from restrictions and
may be sold and/or transferred without further registration
under the Act.
The 160,000 restricted shares presently held by affiliates or controlling
shareholders of the Company have not been held for the requisite one year and
therefore may not be sold pursuant to Rule 144. Once such shares or shares held
by affiliates meet the minimum holding period, then, subject to the volume and
other limitations set forth under Rule 144, they may be sold. In general, under
Rule 144 as currently in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares of the Company for at
least one year, including any person who may be deemed to be an "affiliate" of
the Company (as the term "affiliate" is defined under the Act), is entitled to
sell, within any three-month period, an amount of shares that does not exceed
the greater of (i) the average weekly trading volume in the Company's common
stock during the four calendar weeks preceding such sale, or (ii) 1 % of the
shares then outstanding. A person who is not deemed to be an "affiliate" of the
Company and who has held restricted shares for at least three years would be
entitled to sell such shares without regard to the resale limitations of Rule
144.
HOLDERS
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The number of record holders of the Company's common stock as of March 31,
2000 is approximately 27.
DIVIDENDS
<PAGE>
- ---------
The Company has not declared or paid cash dividends or made distributions in
the past, and the Company does not anticipate that it will pay cash dividends or
make distributions in the foreseeable future. The Company currently intends to
retain and reinvest future earnings, if any, to finance its operations.
<TABLE>
<CAPTION>
SALES OF "UNREGISTERED" AND "RESTRICTED" SECURITIES OVER THE PAST THREE YEARS.
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Name and Address Date Number of Shares Consideration
- ---------------- --------- ------------------- -------------
<S> <C> <C> <C>
Gary Noerring. . . . . . . July 1, 1999 4,000 $ 4,000
5812 Emigration Canyon
Salt Lake City, Utah 84108
Lynn Noerring. . . . . . . July 1, 1999 4,000 $ 4,000
5812 Emigration Canyon
Salt Lake City, Utah 84108
<FN>
* Gary and Lynn Noerring are husband and wife. The number reflected above is
pre-split of the shares of the Company on March 1, 2000.
** All shares sold were common shares, were sold for cash with no discounts
or commissions paid, and were sold pursuant to exemption form registration under
Sections 4(2) of the Securities Act of 1933.
</TABLE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
- ----------------------------------------------------------
PLAN OF OPERATION.
- ------------------
The Company has not engaged in any material operations or had any revenues from
operations since inception. The Company's plan of operation for the next 12
months is to continue to seek the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders. Management
anticipates that to achieve any such acquisition, the Company will issue shares
of its common stock as the sole consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash requirements will
relate to maintaining the Company in good standing or the payment of expenses
associated with reviewing or investigating any potential business venture, which
the Company expects to pay from its cash resources. As of December 31, 1999, it
had no cash or cash equivalents. It is a certainty that additional funds will be
required to meet even the minimal obligations envisioned herein. Such funds may
be advanced by management or stockholders in return for the issuance of common
shares of the Company or as loans to the Company. However, any such loan should
not exceed $25,000 and will be on terms no less favorable to the Company than
would be available from a commercial lender in an arm's length transaction. As
of the date of this Report, the Company is not engaged in any negotiations with
any person regarding any such venture.
RESULTS OF OPERATIONS.
- ----------------------
Other than restoring and maintaining its good corporate standing in the State of
Nevada, obtaining an audit of the Company's financial statements, submitting the
Company's common stock for quotation on the NASD OTC Bulleting Board, and the
filing of a Form 10 Registration, the Company has had no material business
operations in the three most recent calendar years.
At December 31, 1999, the Company's had total assets of $0. See the Index to
Financial Statements, Item 7 of this Report.
<PAGE>
During the calendar year ended December 31, 1999, the Company had a net loss of
$8,000. The Company has received no revenues in either of its three most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.
LIQUIDITY.
- ---------
During the fiscal years ended December 31, 99, 98, and 97 the Company has been
able to pay its expenses and costs through the private sale of its stock to
officers and directors of the Company. As of December 31, 1999 the Company had
$0 in cash or cash equivalents on hand. The Company anticipates that this it
have to raise additional funds through the sale of stock or borrowing just to
maintain the corporate existence of the Company and to maintain the Company on
the OTC Bulletin Board. No assurance can be given that the Company will be able
to raise these funds.
RECENT ACCOUNTING PRONOUNCEMENTS.
- --------------------------------
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standard ("SFAS") No. 128, "Earnings Per Share" and
Statement of Financial Accounting Standards No. 129 "Disclosures of Information
About an Entity's Capital Structure." SFAS No. 128 provides a different method
of calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15, "Earnings Per Share." SFAS No. 128
provides for the calculation of "Basic" and "Dilutive" earnings per share. Basic
earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully diluted earnings per share. SFAS No. 129 establishes standards for
disclosing information about an entity's capital structure. SFAS No. 128 and
SFAS No. 129 are effective for financial statements issued for periods ending
after December 15, 1997. Their implementation is not expected to have a material
effect on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS No. 130 establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income is defined
to include all changes in equity except those resulting from investments by
owners and distributions to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that displays with the same prominence as other financial
statements. SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting for
Segments of a Business Enterprise." SFAS No. 131 establishes standards on the
way that public companies report financial information about operating segments
in annual financial statements and requires reporting of selected information
about operating segments in interim financial statements issued to the public.
It also establishes standards for disclosure regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components of a company about which separate financial information is available
that is evaluated regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for periods beginning
after December 15, 1997 and requires comparative information for earlier years
to be restated. Management believes that the implementation of the new standards
will not have a material effect on the Company's financial statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures about Pensions and
other Post-retirement Benefits," which standardizes the disclosure requirements
for pensions and other Post-retirement benefits and requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective for years
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated, unless such information is not readily available.
Management believes the adoption of this statement will have no material impact
on the Company's financial statements.
<PAGE>
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the hedging
relationship must be highly effective in achieving offsetting changes in fair
value or cash flows. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. Management believes the adoption of this
statement will have no material impact on the Company.
ITEM 7. FINANCIAL STATEMENTS.
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<PAGE>
RICH EARTH, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
<PAGE>
[LETTERHEAD ANDERSEN ANDERSEN & STRONG, L.C.]
Andersen Andersen & Strong, L.C.
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
Telephone: 801-486-0096
Fax: 801-486-0098
Board of Directors
Rich Earth, Inc.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Rich Earth, Inc. (development
stage company) at December 31, 1999 and December 31, 1998, and the related
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1999, 1998 and 1997 and the period October 19, 1988 (date of
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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rich Earth, Inc. at December
31, 1999 and December 31, 1998, and the results of operations and cash flows
for the years ended December 31, 1999, 1998 and 1997 and the period October 19,
1988 (date of 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. The Company has been in the
development stage since its inception and has suffered recurring losses from
operations , which raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are described in
Note 4. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ ANDERSEN ANDERSEN & STRONG
March 29, 2000
Salt Lake City, Utah
<PAGE>
RICH EARTH, INC.
( DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1999, AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
DEC 31, DEC 31,
1999 1998
---------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . . $ - $ -
---------------- --------------
Total Current Assets. . . . . . . . . . . . . . . . $ - $ -
================ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . . . $ - $ -
---------------- --------------
Total Current Liabilities . . . . . . . . . . . . . . - -
---------------- --------------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized, at $0.001 par
value; 498,000 shares issued and outstanding
on Dec 31, 1999; 490,000 on Dec 31, 1998 . . . . . . 498 490
Capital in excess of par value. . . . . . . . . . . . 34,252 26,260
Deficit accumulated during the development stage. (34,750) (26,750)
---------------- --------------
Total Stockholders' Equity (deficiency) . . . . . . . - -
---------------- --------------
$ - $ -
================ ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
RICH EARTH, INC.
( DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998. AND 1997
AND THE PERIOD OCTOBER 19, 1988 (DATE OF INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEC 31, DEC 31, DEC 31, OCT 19, 1988 TO
1999 1998 1997 DEC 31, 1999
----------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C>
REVENUES . . . . . . $ - $ - $ - $ -
EXPENSES . . . . . . 8,000 - - 34,750
----------------- --------------- ------------- -----------------
NET LOSS . . . . . . $ (8,000) $ - $ - $ (34,750)
================= =============== ============= =================
NET LOSS PER COMMON
SHARE
Basic. . . . . . . . $ (.02) $ - $ -
----------------- --------------- -------------
AVERAGE OUTSTANDING
SHARES
Basic . . . . . 494,000 490,000 490,000
----------------- --------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
RICH EARTH, INC.
( DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD OCTOBER 19, 1988 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL In
------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------- ------- ---------- ---------
<S> <C> <C> <C> <C>
BALANCE OCTOBER 19, 1988 (date of inception) - $ - $ - $ -
Issuance of common stock for cash . . . . . . 80,000 80 3,920 -
at $.05 - August 15, 1993
Issuance of common stock for cash . . . . . . 160,000 160 7,840 -
at $.05 - August 27, 1993
Issuance of common stock for cash
at $.05 - October 15, 1993. . . . . . . . 160,000 160 7,840 -
Issuance of common stock for cash
at $.075 - November 18, 1993 . . . . . . 50,000 50 3,700 -
Issuance of common stock for cash
at $.075 - December 7. 1993 . . . . . . . 40,000 40 2,960 -
Net operating loss for the year ended
December 31, 1993. . . . . . . . . . . . . - - - (26,750)
------- ------- ---------- ---------
BALANCE DECEMBER 31, 1998 . . . . . . . . . . 490,000 490 26,260 (26,750)
Issuance of common stock for cash
at $1.00 - June 30, 1999. . . . . . . . . 8,000 8 7,992 -
Net operating loss for the year ended
December 31, 1999 . . . . . . . . . . . . - - - (8,000)
------- ------- ---------- ---------
BALANCE DECEMBER 31, 1999 . . . . . . . . . . 498,000 $ 498 $ 34,252 $(34,750
======= ======= ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
RICH EARTH, INC.
( DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
AND THE PERIOD OCTOBER 19, 1988 (DATE OF INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
DEC 31, DEC 31, DEC 31, OCT 19, 1988 TO
1999 1998 1997 DEC 31, 1999
------------- --------- --------- -----------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . $ (8,000) $ - $ - $ (34,750)
Adjustments to reconcile net loss to
net cash provided by operating
activities . . . . . . . . . . . . . . . - - - -
Net Cash Used in Operations. . . . . . . (8,000) - - (34,750)
------------- --------- --------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES . . . . . . . . . . . . . . . - - - -
------------- --------- --------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock
8,000 - - 34,750
------------- --------- --------- -----------------
Net Increase (Decrease) in Cash. . . . . - - - -
Cash at Beginning of Period. . . . . . . - - - -
------------- --------- --------- -----------------
Cash at End of Period. . . . . . . . . . $ - $ - $ - $ -
============= ========= ========= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
RICH EARTH, INC.
( DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on October
19, 1988 with the name of Charken Contractors Inc. with authorized common stock
of 2,500 shares with no par value. On June 28, 1999 the authorized capital
stock was increased to 100,000,000 shares with a par value of $0.001 in
connection with a name change to Rich Earth, Inc.
On June 28, 1999 the Company completed a forward common stock split of 200
shares for each outstanding share. This report has been prepared showing after
stock split shares with a par value of $.001 from inception.
The Company is in the development stage and has been engaged in the activity of
seeking developmental mining properties and became inactive after 1993.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- -------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ----------------
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
- -------------
On December 31, 1999, the Company had a net operating loss carry forward of
$34,750. The tax benefit from the loss carry forward has been fully offset by
a valuation reserve because the use of the future tax benefit is doubtful since
the Company has no operations. The net operating loss expires in 2021.
Basic and Diluted Net Income (Loss) Per Share
- ----------------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split. Diluted
net income (loss) per share amounts are computed using the weighted average
number of common shares and common equivalent shares outstanding as if shares
had been issued on the exercise of the preferred share rights unless the
exercise becomes antidilutive and then only the basic per share amounts are
shown in the report.
Financial Instruments
- ----------------------
The carrying amounts of financial instruments are considered by management to
be their estimated fair values.
RICH EARTH, INC.
( DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Comprehensive Income
- ---------------------
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity on
December 31, 1999.
Recent Accounting Pronouncements
- ----------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will
have a material impact on its financial statements.
Estimates and Assumptions
- ---------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 50% of the outstanding common stock of the
Company.
4. GOING CONCERN
Continuation of the Company as a going concern is dependent upon obtaining
sufficient working capital for any future planned activity and the management
of the Company has developed a strategy, which it believes will accomplish this
objective through additional equity funding, and long term financing, which
will enable the Company to operate for the coming year.
<PAGE>
RICH EARTH, INC.
( DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. SUBSEQUENT EVENTS
As of March 23, 2000 the Company signed an agreement to acquire all outstanding
common capital stock of GlobalNet, Inc. , a private Delaware Corporation,
successor to DTA Communications Network LLC, and parent company of GlobalNet
LLC, in exchange for 20,000,000 after stock split shares of the Company.
GlobalNet Inc. is a facilities based global provider of high quality voice ,
fax, and other value added applications over the Internet. The agreement is
subject to the Company raising $6,000,000 through a private placement of 600,000
units at $10.00 per unit with each unit consisting of one share of common stock
of the Company and one warrant. Each warrant entitles the holder to purchase one
common share of the Company for $15.00 at any time before six months from the
date of the acquisition of the units.
On the date of this report the Company had completed the placement of 250,000
units at $10.00.
On March 1, 2000 the Company completed a forward stock split of 20 common shares
for each outstanding share of the Company in the form of a 100% stock dividend.
Included in the following are the summarized, consolidated, unaudited pro-forma
financial statements of the Company and GlobalNet, Inc. as if the acquisition
had been completed on January 1, 2000. All intercompany transactions have been
eliminated.
<PAGE>
RICH EARTH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JANUARY 1, 2000
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . $ 717,854
Accounts receivable . . . . . . . . . . 806,489
Prepaid expenses. . . . . . . . . . . . 3,443
------------
Total Current Assets. . . . . . . . . . . 1,527,786
------------
EQUIPMENT - net of accumulated depreciation 4,888,689
------------
$ 6,416,475
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . $ 2,689,444
------------
Total Current Liabilities . . . . . . . . . 2,689,444
------------
OTHER LIABILITIES . . . . . . . . . . . . . 5,505,158
------------
STOCKHOLDERS' DEFICIENCY . . . . . . . . . (1,778,127)
------------
$ 6,416,475
============
</TABLE>
<PAGE>
RICH EARTH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, AND 1998
(STATED IN THOUSANDS)
<TABLE>
<CAPTION>
DEC 31, DEC 31,
1999 1998
------------- -------------
<S> <C> <C>
REVENUES . . . . . . . . . $ 25,971 $ 4,046
COST OF TELECOMMUNICATIONS 25,084 3,370
------------- -------------
GROSS PROFIT. . . . . 887 676
EXPENSES . . . . . . . . . 2,618 866
-------------
NET LOSS . . . . . . . . . $ (1,731) $ (190)
============= =============
</TABLE>
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
- --------------------------------------------------------------------------------
None, Not applicable
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
- --------------------------------------------------------------------------------
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
- -------------------------------------------------------
The following table sets forth the names of all current directors and executive
officers of the Company. These persons will serve until the next annual meeting
of the stockholders or until their successors are elected or appointed and
qualified, or their prior resignation or termination. In addition the table sets
forth the same information as to all persons who were officers or directors
during the year of 1999 but who are no longer officers or directors.
<TABLE>
<CAPTION>
NAME POSITIONS HELD DATE OF ELECTION OR DESIGNATION TERMINATION OR RESIGNATION
- ----------------- ------------------------------- ------------------------------- --------------------------
<S> <C> <C> <C>
Xenios Xenopoulos President, Sec./Treas./Director February 2, 2000 Not Applicable
Gary Noerring*. . President/Director March 8, 2000 February 2, 2000
Lynn Noerring*. . Sec./Treas./Director March 8, 2000 February 2, 2000
Rod Spalding. . . President/Director January 4, 1993 March 8, 2000
Charles Spalding. Sec./Treas./Director January 4, 1993 March 8, 2000
<FN>
* Gary Noerring and Lynn Noerring are husband and wife.
</TABLE>
Business Experience.
- ---------------------
Xenios Xenopoulos has been a practicing attorney in Nicosia, Cyprus, for over
twenty years. He has held the position of President of the Cyprus Bar
Association for the past five years. He is also the Cypriat representative for
the International Bar Association. He is a regular speaker in the International
legal community regarding Cypriat corporate and tax law.
SIGNIFICANT EMPLOYEES.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
FAMILY RELATIONSHIPS.
- ---------------------
Gary Noerring and Lynn Noerring, the former officers and directors of the
Company are husband and wife.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
- -----------------------------------------
<PAGE>
During the past five years, no director, person nominated to become a director,
executive officer, promoter or control person of the Company:
(1) was a general partner or executive officer of any business against which
any bankruptcy petition was filed, either at the time of the bankruptcy or two
years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
(4) as found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- --------------------------------------------------------
Xenios Xenopolous has concurrently filed a Form 3, Initial Statement of
Beneficial
Ownership of Securities on or about April 14, 2000, this filings was outside the
time requirement provided by Seciton 16(A) of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION.
- -----------------------------------
The Company has not had a bonus, profit sharing, or deferred compensation plan
for the benefit of its employees, officers or directors. The Company has not
paid any salaries or other compensation to its officers, directors or employees
for the years ended December 31, 1998 and 1999, nor at any time during 2000.
Further, the Company has not entered into an employment agreement with any of
its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's
directors will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business opportunity
provide their remuneration. As of the date hereof, no person has accrued any
compensation from the Company.
COMPENSATION OF DIRECTORS.
- ----------------------------
There are no standard arrangements pursuant to which the Company's directors are
compensated for any services provided as director. No additional amounts are
payable to the Company's directors for committee participation or special
assignments.
There are no arrangements pursuant to which any of the Company's directors was
compensated during the Company's last completed calendar year for any service
provided as director.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
- -------------------------------------------------------------------------------
There are no employment contracts, compensatory plans or arrangements, including
payments to be received from the Company, with respect to any director or
executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- ----------------------------------------------------------------------
<PAGE>
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of this Report, each director of the Company and all directors and officers
as a group, with the computations being based upon 9,960,000 shares of common
stock being outstanding, unless otherwise noted.
<TABLE>
<CAPTION>
Percentage
Name and Address Number owned of Outstanding
- ---------------- ------------- ----------------
<S> <C> <C>
Sandra Lausen. . . . . . . . 600,000 6%
Gary Hancey. . . . . . . . . 600,000 6%
Joe Murphy . . . . . . . . . 800,000 8%
Molly Porter . . . . . . . . 800,000 8%
Keith Porter . . . . . . . . 600,000 6%
Deremie Enterprises Limited* 160,000 1.6%
<FN>
* Deremie Enterprises Limited is wholly owned by Xenios Xenopoulos, the sole
director of the Company. Deremie Enterprises Limited acquired these securities
from Gary and Lynn Noerring in February, 2000.
</TABLE>
CHANGES IN CONTROL.
- ---------------------
There are no present arrangements or pledges of the Company's securities which
may result in a change in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- --------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
- --------------------------------------------
For a description of transactions between members of management, five percent
stockholders, "affiliates", promoters and finders, see captions "Recent Changes
in Control" under Item 1, "Sales of 'Unregistered' and 'Restricted' Securities
Over the Past Three Years" under Item 5, and footnote 1 under "Security
ownership of Management" under Item 11
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
- -------------------------------------------------
REPORTS ON FORM 8-K
- ----------------------
NONE
EXHIBITS
- --------
Exhibit
Number Description*
- ------ -----------
3.1 * Initial Articles of Incorporation,
3.2 * Articles of Amendment to the
Articles of Incorporation,
3.3 * By-Laws
27 Financial Data Schedule
DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
* Documents previously filed as exhibits to Form 10 filed on October 18, 1999
and incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RICH EARTH, INC.
(REGISTRANT)
/s/ Xenios Xenopoulos
BY: _______________________
PRESIDENT AND DIRECTOR
DATED: 14TH DAY OF APRIL, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 14th day of 2000,
/s/ Xenios Xenopoulos
___________________________________
Director, Chief Executive Officer
Secretary and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 498
<OTHER-SE> (498)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8000)
<EPS-BASIC> (.02)
<EPS-DILUTED> 0
</TABLE>
