SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
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Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For Fiscal Year Ended
December 31, 1999
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Commission File #0-15303
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TCT FINANCIAL GROUP A, INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation or
organization)
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88-0431561
(IRS Employer Identification Number)
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5424 Comchec Way, Unit 105, Las Vegas, Nevada 89108
(Address of principal executive offices ) (Zip Code)
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(702) 631-8751
(Registrant's telephone no., including area code)
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Securities registered pursuant to Section 12(b) of the
Act:
NONE
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Securities registered pursuant to Section 12(g) of the
Act: Common Stock, $0.001 par value
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Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days.
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Yes [ ] No [ X ]
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Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B not contained in
this form, and no disclosure will be contained, to the
best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. (X)
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Revenues for year ended December 31, 1999. $ 4
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Aggregate market value of the voting common stock held by
non- affiliates of the registrant as of December 31,
1999, was:
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$0
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Number of shares of the registrant's common stock
outstanding as of December 31, 1999 was: 7,937,614
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Transfer Agent as of December 31, 1999:
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American Securities Transfer & Trust
P.O. Box 1596
Denver, Colorado 80201-1596
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PART I
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Item 1. Description of Business
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General
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TCT Financial Group A, Inc., (the "Company"), was
incorporated on June 11, 1999 under the laws of the State
of Nevada to seek a suitable ongoing business for
acquisition.
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Employees
---------
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The Company had three full time employees as of December
31, 1999.
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Item 2. Description of Property
--------------------------------
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As of December 31, 1999, the Company does not own any
property.
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Item 3. Legal Proceedings
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The Company and its subsidiaries are not presently
parties to any litigation, nor to the Company's knowledge
and belief is any litigation threatened or contemplated.
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Item 4. Submission of Matters to a Vote of Security
Holders
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None.
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PART II
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Item 5. Market for Common Equity and Related Stockholder
Matters
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On December 31, 1999, there were 3 shareholders of record
of the Company's common stock. The Company is presently
not and has never been, publicly trading on any
recognized stock exchange.
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Item 6. Management's Discussion and Analysis Plan of
Operation
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Certain matters discussed herein (including the documents
incorporated herein by reference) are forward-looking
statements intended to qualify for the safe harbors from
liabilities established by the Private Litigation Reform
Act of 1995. These forward-looking statements can
generally be identified as such because the context of
the statement will include words such as the Company
"believes," "plans," "intends," "anticipates," "expects,"
or words of similar import. Similarly, statements that
describe the Company's future plans, objectives,
estimates, or goals are also forward-looking statements.
Such statements address future events and conditions
concerning capital expenditures, earnings, litigation,
liquidity and capital resources and accounting matters.
Actual results in each case could differ materially from
those currently anticipated in such statements by reason
of factors such as future economic conditions, including
changes in customer demands; future legislative,
regulatory and competitive developments in markets in
which the Company operates; and other circumstances
affecting anticipated revenues and costs.
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There are no limitations on the percentage of assets
which may be invested in any one investment, or type of
investment. It is issuer's policy to acquire assets
primarily for possible capital gain.
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Item 7. Financial Statements
----------------------------
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The financial statements of the Company, together with
the report of auditors, are included in this report after
the signature pages.
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Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure
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None.
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PART III
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Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a) of
the Exchange Act
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The directors and officers of the Company as of December
31, 1999, are set forth below. The directors hold office
for their respective term and until their successors are
duly elected and qualified. Vacancies in the existing
Board are filled by a majority vote of the remaining
directors. The officers serve at the will of the Board of
Directors.
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<TABLE>
<S> <C> <C> <C>
With Company
Name Age Since Director/Position
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Dennis M. Viguoret 63 1999 Chairman of the Board
and Chief Executive
Officer
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Lloyd Eisenhower 46 1999 Treasurer, Chief
Financial Officer and
Director
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Dawna S. Blyleven 43 1999 Secretary and Director
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</TABLE>
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Business Experience
--------------------
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DENNIS M. VIGOURET has been Chairman of the Board and
Chief executive Officer of the Company since its
inception. Mr. Viguoret has been a Director of Yaletown
Entertainment Corp since 1994 and is Co-Executive
Producer of Weird Homes, a 39 episode television series.
In addition, he has served on the Board of Directors of
other public companies such as Americana Resources,
Cornwall Petroleum and Lintex Minerals. Mr. Vigouret has
been involved in gas and oil ventures including the
creation of Alcan Drilling and Oil Field Service which
operated in Kansas, Oklahoma and Nebraska. He helped
develop the 82 well Pawnee oil and gas field in Kansas, a
six well field in Oklahoma and 13 well field in Illinois
which were are sold to separate European interests. In
1976 Mr. Vigouret formed Denu Mines & Development Ltd.
which employed 30 full time employees. His
responsibilities included contracting for mining
exploration and development work including road
construction, magnetic surveys, soil sampling, diamond
drilling and underground mine development. His education
includes a Canadian Securities Course, Canadian Mutual
Funds Course and Corporate Governance Course at Simon
Fraser University.
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LLOYD EISENHOWER has been Treasurer, Chief Financial
Officer and Director of the Company since its inception.
Since 1998, he has been the senior executive officer for
Briargate Financial LLC. Prior to such time, he was the
managing director of Advanced Digital Diagnostics Inc.
since 1996. From 1990 to 1996, he was Chairman and Chief
Executive Officer of Tensiodyne Corp. where he was
involved with commercializing a non-destructive
inspection technology for commercial aircraft originally
developed by the United state Air Force for military
aircraft. He received his Bachelors Degree in accounting
from the University of Missouri in 1977.
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DAWNA BLYLEVEN has been Secretary and Director of the
Company since its inception. Her responsibilities
include all filings and paperwork and keeping the
meeting minutes for the Company. From December 1997 to
June 1999, Ms. Blyleven was an Administrative Assistant
for Transcom Communication Corp. where she assisted the
Chief Executive Officer with all aspects of the day to
day operations of the business. Prior to that time, she
was an Administrative Assistant for Tensiodyne Corp. from
October 1995 to December 1997 where here responsibilities
included assisting the Chief Executive Officer and
President in the Company's daily business administration.
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Certain Legal Proceedings
-------------------------
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No director, nominee for director, or executive officer
of the Company has appeared as a party in any legal
proceeding material to an evaluation of his ability or
integrity during the past five years.
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Item 10. Executive Compensation
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The following information relates to compensation
received by the Chief Executive Officer of the Company in
1999, to executive officers who were serving as of
December 31, 1999, whose salary and bonus during fiscal
1999 exceeded $100,000. In 1999, no officer received
compensation in excess of $100,000.
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<TABLE>
<S> <C> <C> <C> <C>
Summary Compensation Table
Annual Compensation
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Name and Principal Position Year Salary Bonus Restricted Stock Award
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None
</TABLE>
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Employment Agreements. No officer or director has been
granted an employment contract with the Company.
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Item 11. Security Ownership of Certain Beneficial Owners
and Management
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The following table sets forth as of December 31, 1999,
information with respect to the beneficial ownership of
the Company's Common Stock by (i) each person known by
the Company to own beneficially 5% or more of such stock,
(ii) each Director of the Company who owns any Common
Stock, and (iii) all Directors and Officers as a group,
together with their percentage of beneficial holdings of
the outstanding shares.
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<TABLE>
<S> <C> <C>
Number of Shares of
Name of Beneficial Owner/ Common Stock % of Beneficial
Identity of Group Beneficially Owned Ownership
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Dennis M. Vigouret 7,900,000 99.53%
Lloyd Eisenhower 35,614 .45%
Dawna S. Blyleven 2,000 .02%
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Officers and Directors As a Group 7,937,614 100%
</TABLE>
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Item 12. Certain Relationships and Related Transactions
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During 1999, the Company sold 7,900,000 shares of its
common stock to Dennis Vigouret an Officer and Director.
The company received $8,000 Dollars, which has been used
principally to fund the working capital needs of the
Company. The Company sold the shares of common stock in a
non-public transaction in reliance on Section 4 (2) of
the Securities Act of 1933, as amended.
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PART IV
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Item 13. Exhibits and Reports on Form 8-K
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(a) The following documents are filed as part of this
report:
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1. Financial statements; see index to financial
statement and schedules immediately following the
signature pages of this report.
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2. Financial statement schedules; see index to financial
statements and schedules immediately following the
signature pages of this report.
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3. Exhibits:
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The following exhibits are filed with this Form 10-KSB
and are identified by the numbers indicated; see index to
exhibits immediately following financial statements and
schedules of this report.
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1 Certificate of Incorporation, as amended (1)
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1.2 Bylaws, as amended (1)
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27 Financial Data Schedule
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(1) Incorporated by Reference from exhibits filed with
the Form 10-SB which was filed with the Commission on
June 11, 1999.
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SIGNATURES
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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.
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TCT FINANCIAL GROUP A, INC.
May 31, 2000
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By:/s/ Lloyd Eisenhower
-----------------------------------
Lloyd Eisenhower,
Treasurer, Chief Financial
Officer and Director
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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 and on the dates indicated.
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<TABLE>
<S> <C> <C>
Name Title Date
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/s/Dennis Viguoret Chairman of the Board May 31, 2000
Chief Executive Officer
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/s/Lloyd Eisenhower Treasurer, Chief Financial May 31, 2000
Officer and Director
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/s/Dawna S. Blyleven Secretary and Director May 31, 2000
</TABLE>
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TCT FINANCIAL GROUP A, INC.
A development stage company
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FINANCIAL STATEMENTS
DECEMBER 31, 1999
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TCT FINANCIAL GROUP A, INC.
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TABLE OF CONTENTS
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Report of Independent Public Accountants 1
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Balance Sheet - December 31, 1999 2
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Statement of Loss Inception (June 11, 1999
to December 31, 1999 3
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Statement of Cash Flows Inception (June 11, 1999
to December 31, 1999 4
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Statement of Stockholder's Equity
December 31, 1999 4
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Notes to Financial Statements 5
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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To the Board of Directors
TCT FINANCIAL GROUP A, INC.
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We have audited the accompanying balance sheet of TCT
FINANCIAL GROUP A, INC., a development stage company,
(the "Company") as of December 31, 1999 and the related
statements of loss, equity, and cash flows for the period
Inception (June 11, 1999) to December 31, 1999. The
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audit.
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We conducted our audit in accordance with generally
accepted auditing standards. Those standards required
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 on 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 statements presentation.
We believe that our audit provided a reasonable basis for
our opinion.
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In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of the Company as of December 31, 1999
and the results of operations and its cash flows for the
period Inception (June 11, 1999) to December 31, 1999, in
conformity with generally accepted accounting principles.
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The accompanying financial statements have been prepared
assuming that the Company will continue as a going
concern/. The Company has not yet demonstrated the
ability to generate revenues, operating income, or any
cash flow from operations. As more specifically
indicated in Note 1 to the financial statements, the
Company has an accumulated deficit, is dependent upon
additional funding and the establishment of a commercial
product or market channels. These factors raise
substantial doubt about the ability of the Company to
continue as a going concern. Management's plans in
regards to those matters are also described in Note 1.
The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
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/s/ Jay J. Shapiro, C.P.A.
--------------------------
Jay J. Shapiro, C.P.A.
A professional corporation
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Encino, California
May 18, 2000
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TCT FINANCIAL GROUP A, INC.
A development stage company
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BALANCE SHEET
December 31, 1999
<TABLE>
<S> <C>
ASSETS:
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Cash $ 0
Organization costs-net 4,700
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Total Assets 4,700
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LIABILITIES AND EQUITY:
Liabilities:
Account payable 1,000
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Total Liabilities 1,000
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Equity
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Common Stock, $.001 par value;
25,000,000 shares authorized;
7,937,614 shares issued and outstanding 7,938
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Additional Paid-In-Capital 62
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Accumulated deficit (4,300)
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Total Equity 3,700
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Total Liabilities and Equity $ 4,700
=============
The accompanying notes are an integral part of these
financial statements.
</TABLE>
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TCT FINANCIAL GROUP A, INC.
A development stage company
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STATEMENT OF LOSS
Inception (June 11, 1999) to December 31, 1999
<TABLE>
<S> <C>
Interest Income 4
============
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Expenses:
Amortization $ 304
Accounting 1,000
Compensation 2,000
Office operations 1,000
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Total Expenses 4,304
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Net Loss $ (4,300)
============
The accompanying notes are an integral part of these
financial statements.
</TABLE>
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TCT FINANCIAL GROUP A, INC.
A development stage company
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STATEMENT OF CASH FLOWS
Inception (June 11, 1999) to December 31, 1999
<TABLE>
<S> <C>
Net Loss $ (4,300)
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Add Back:
Accrued expense 1,000
Amortization 304
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Net funds used by operations (2,996)
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Financing Activities:
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Proceeds from issuance of common stock 8,000
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Total cash provided by financing activities 8,000
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Investing Activities:
Organization costs (5,004)
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Total Cash used by investing activities (5,004)
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Increase in cash 0
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Cash - Inception 0
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Cash - December 31, 1999 $ 0
============
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The accompanying notes are an integral part of these
financial statements.
</TABLE>
TCT FINANCIAL GROUP A, INC.
A development stage Company
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STATEMENT OF STOCKHOLDERS' EQUITY
December 31, 1999
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<TABLE>
<S> <C> <C> <C> <C>
Deficit
Accumulated
Common Stock Additional During
Number Paid In Development
of shares Amount Capital Stage
-------------------------------------------------------------
August 1999
Issued for cash to
founders 7,937,614 $7,938 $62
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Net (loss), 06-11-99
(inception) to 12/31/99 - - - $(4,300)
-------------
Balance
December 31, 1999 7,937,614 $7,938 $62 $(4,300)
=============================================================
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The accompanying notes are an integral part of
these financial statements.
</TABLE>
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TCT FINANCIAL GROUP A, INC.
A development stage company
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NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
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1. Organization and Management Plans:
-----------------------------------------
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TCT FINANCIAL GROUP A, INC. (the "Company") was
incorporated in Nevada on June 11, 1999. The Company
sold 7.9 million shares of common stock to an officer and
diretor for $8,000 cash. The Company has not engaged in
any business activities as of December 31, 1999. No
anticipated revenues have commenced as of this date.
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2. Organization Costs:
----------------------------
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These costs of $5,000 are being amortized on a straight-
line basis over a sixty-month period.
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3. Other Significant Policies:
-----------------------------------
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a) Management makes estimated and assumptions that
affect certain reported amounts and disclosures during
the preparation of financial statements in conformity
with generally accepted accounting principles.
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b) For purposes of the Statement of Cash Flows, the
Company considers all highly liquid investments purchased
with a maturity of 3 months or less to be cash
equivalents.
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c) The Company does not have any items considered to be
Other Comprehensive Income as defined by SFAS #130 during
the reporting period.
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d) There are no differences between financial reporting
and Federal tax reporting. The Company has a net
operating loss of $4,300.
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