SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
ELECTRONIC ENGINEERING AND
DESIGN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4737506
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
104 PROSPECT HILL STREET, NEWPORT, RHODE ISLAND 02840
-----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(401) 848-0646
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
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ELECTRONIC ENGINEERING AND DESIGN CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART I
ITEM NO. Page
Item 1. Description of Business ............................... 1
Item 2. Management's Discussion and Analysis
or Plan of Operation .................................. 7
Item 3. Description of Properties ............................. 7
Item 4. Security Ownership of Certain Beneficial
Owners and Management ......................... 8
Item 5. Directors, Executive Officers, Promoters and
Control Persons ....................................... 8
Item 6. Executive Compensation ................................11
Item 7. Certain Relationships and
Related Transactions ..................................11
Item 8. Description of Securities .............................12
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters ...........12
Item 2. Legal Proceedings .....................................13
Item 3. Changes in and Disagreements With
Accountants ......................................13
ITEM 4. Recent Sales of Unregistered Securities ...............13
ITEM 5. Indemnification of Directors and Officers ..............14
PART F/S
Financial Statements ...........................................F/S
PART III
Item 1. Index to Exhibits and Description of Exhibits ..........16
Signature Page ..................................................17
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Electronic Engineering & Design Corporation, ("EED" or the "Company") was
incorporated November 20, 1998 under the laws of the State of Delaware. The
Company's principal business lies in the waterproofing industry. By utilizing
revolutionary technology, the Company will become the preferred and specified
source for waterproofing all Structures in the commercial Market.
The revolutionary technology - the Electro Pulse Shield System ("EPS") - is the
only waterproofing system available for Structures that provides a permanent
total solution by preventing water intruding into and protecting the structural
integrity of Structures, and drying out and reducing the relative humidity
within Structures.
"There is no longer any question in our minds about the ... [EPS's System's]
ability to stop leaks and totally dry up an area. I have recommended funding for
a variety of projects now possible to undertake. For example we are relying on
this new technology to solve problems for us we thought impossible to correct
economically in the past. Recently approved projects will correct some dangerous
conditions drying up wet underground electric systems."
Frederick Loewen AIA, State Chief Architect, State of Wisconsin,
Department of Administration.
In order to attain its objectives, the Company will:
a) Establish a national platform of local Installation Companies that service
entities in all the segments of the construction market, service the customer
base of these companies, and make ad hoc installations in their respective
territories;
b) Establish joint ventures and strategic alliances with large organizations
with reoccurring water problems; and
c) Strategically acquire companies, which will be meaningful for the Company's
expansion of its customer base.
THE COMPANY
History
In 1995, Caribria, with the assistance of SND, acquired all patents and patent
applications and certain other assets concerning the EPS System. Caribria
thereafter sold the North American patent and patent application to EED
American, no present relation to EED, and transferred all remaining patent
rights and assets to TPC. TPC, then established EED Norway, no present relation
to EED, which at the end of 1997 completed a private placement from among
others, Union Bank of Switzerland and a preeminent Norwegian shipping family.
EED Norway acquired a Norwegian installation company from Asea Brown Boveri
(ABB) in 1997. EED Norway has gained market acceptance in Norway and commenced a
licensing program abroad.
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Exclusive Limited License
EED America acquired U.S. letters patent No. 5,368,709, granted
November 29, 1994. EED America has acquired one additional
patent No. 5,755,945 and one patent application for the EPS System
technology and is about to file for an additional patent in this field.
EED America has simultaneously granted an exclusive limited license to BST to
practice the EPS System in the Territory outside of the Market (in the
residential basement market).
EED America has agreed in principle to provide limited funding to the
Engineering Department of the University of Wisconsin (Madison) for the
establishment of an electro-osmosis center to conduct research and development
proposed by EED America. EED America will commercialize the University's
findings (including filing for patents) for its benefit and that of its
licensees, while the University will retain the right to publicize its findings.
.
Growth Strategy
EED shall expand its operations by establishing de novo Installation Companies,
internal organic growth and joint ventures, strategic alliances and strategic
acquisitions.
Joint Ventures and Strategic Alliances
To facilitate an expedient growth, rather than initially seeking to establish
its own customer base, the Company will utilize the existing customer bases of
our Host Companies.
During the first 12 months of operation, the Company will establish seven
Installation Companies. During the next two years, the Company will establish
twelve and eighteen Installation Companies each year, respectively. Based on the
significance of the EPS System, EED will both facilitate the expansion of our
host companies' market share (by providing these companies with the significant
sales tool of the EPS System), as well as increase their margins.
The Company is currently establishing a relationship with one of the leading
waterproofing companies in the commercial buildings segment of the Market. This
company has more than 40 offices nationwide and over $100 Million in annual
revenue.
The Company is in discussion with two of the global leaders in electronic
controls and regulators for internal environment for exploring a strategic
partnership with either for their internal building management program. Each of
these companies has a customer base of tens of thousands of commercial buildings
and construction companies.
The Company has received a strong interest from the autonomous deregulated
subsidiary of a utility company. This company, situated on the East Coast with a
service area of approximately a 100-mile radius from its headquarters, has
expanded into the area of HVAC and mechanical construction services. The Company
believes that a joint venture with this company could be consummated in 2000.
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Large Independent Customers
The Company will also during its initial phase directly pursue the large
prospective customers, with which the Company has already initiated discussions.
The Company has commenced discussions with a real estate organization, which
manages more than $6 Billion of commercial real estate. The Company is also in
discussion with the Port Authority of New York and New Jersey and Lehrer,
McGovern Bovis, Inc., one of the largest construction companies in the U.S.
Acquisitions
Parallel with establishing joint ventures and strategic alliances, the Company
will seek to acquire strategic companies in the various segments of the
construction industry. Each such acquisition may well be funded independently
with external financing. The target for such acquisitions are companies which
have a desirable customer base in the mundane construction industry with
traditionally high revenue and low margins, or producers of construction
material or synergetic ancillary products. The EPS System permits the reduction
of conventional construction procedures. By acquiring construction companies,
EED will benefit from the increased installation volume of the EPS System and
(through its ownership) the increased margin related to the construction portion
of the job.
Such acquisitions may be, for example, a prominent second generation steel
fabrication and installation company with long standing relationships with large
regional construction companies.
THE PRODUCT
Product Recognition
"Traditional methods to correct water seepage involve using sealants or
retiling. When the seepage rates are very high, concrete sealants may not help.
In those cases, remediation involves costly excavation to place drainage tiles
around the facility.
Barracks Building 3265 at Fort Jackson, SC, had a history of seepage
in the basement. [The EPS System was] installed in the concrete
walls and a current was applied. The basement was noticeably drier
within one week. . . the humidity level had dropped from an initial
range of 92 - 98% to a range of 43 - 68%. Once the walls dried, the
electrical power use dropped automatically due to the concrete's, lack
of moisture and increased resistance.
A team from the U.S Army Construction Engineering Research Laboratories
(USACERL) installed the system, along with instruments to measure its
performance over time...Digging and installing tiles for a similar sized
[basement] would have cost over. . . 40% more. .. The electrical use was
negligible - estimated at $4/year."
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Inter Department News Release - Facilities Engineering Applications
Program for the U.S Army Corps of Engineers; Published by the U.S
Government Printing Office.
In Norway, Sweden and Denmark and now recently also Hong Kong, management is
aware of over 1,000 successful installations of the EPS System. Furthermore,
installations have been made in 14 states for the Federal Government in
conjunction with the U.S. Army Corps of Engineers and throughout the U.S. in
commercial Structures. There are installations in the U.S. as early as 1990 such
as in the Natatorium at the University of Wisconsin at Madison (report on file
with the Company).
The EPS System has been featured on "Beyond 2000", aired on the Discovery
Channel (video available from the Company).
The EPS System; a Practical Description
Concrete, brick and masonry structures consist of a mass marbleized by capillary
formations. Water may penetrate Structures in a multitude of ways, such as
through capillary synthesis much in the same manner as plants and trees receive
and distribute water to their smaller branches, and as a result of gravity. The
EPS System is utilized for transporting water in the capillaries out of
Structures, as well as for permanently preventing the penetration of water into
Structures. A control unit produces a low wattage, low voltage electrical
charge, which passes through electrodes in the form of proprietary probes or
wires placed within and/or without the wet walls and/or floors. By strategically
placing a low wattage pulsating charge between negative and positive electrodes
within and/or without a Structure, the hydrogen atoms in the water molecules
within the capillaries become ionized, causing the water to move from the
positive to the negative electrode and to be evacuated at the optimum site. This
patented method establishes an impenetrable virtual membrane/shield outside
wall, preventing the re-entry of water and moisture into the Structure for so
long as the electricity remains uncompromised; the wet area becomes dry (80%
RH).
Most importantly, the movement of water due to the ionized hydrogen atoms within
the capillaries is stronger than gravity and natural synthesis; for example, the
EPS System proved successful in preventing the penetration of water in a turbine
chamber with pressure greater than 50 bars resulting from a 1600 ft. recess.
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EPS System Advantages
There are important benefits to be derived from installing the EPS
System. The EPS System:
_ is permanent;
_ creates a shield to prevent water from returning;
_ addresses the cause of the problem, rather than the result;
_ removes dangerous gasses such as Radon (See Exhibit C);
_ allows for installation without costly excavation;
_ has minimal running costs;
_ has no known damaging side effects;
_ prevents adverse chemical reactions within the Structure from
occurring;
_ reduces and/or prevents the corrosion of iron in the Structure;
_ reduces cracking of Structures;
_ reduces the relative humidity within a Structure;
_ enhances insulation;
_ enhances concrete's binding properties;
_ prevents the growth of mold and mildew;
_ improves air quality (within the room on the inside of the Structure);
and
_ prolongs the life cycle of a Structure.
Competition
No available method provides permanent protection from the ingress and/or egress
of water other than the EPS System. Until now, a "wet" Structure required costly
maintenance over its prematurely shortened useful life.
The EPS System, which is revolutionary within the construction industry, can,
with proper preparation of the Structure, give new life to Structures at
relatively modest costs, when in many instances the only alternative is
expensive reconstruction. The "state of the art" methods in the industry today
can be characterized as temporary solutions to a problem for which there is no
apparent permanent solution.
There are other processes in the market which use electro-osmosis for the
transportation of water, but not for use in drying up wet areas within
Structures.
Pricing
By providing the only permanent solutions for protecting Structures against
water intrusion and other water related problems, EED can price installations at
higher margins than industry norm and still compete with the costs of existing
solutions.
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Service Program, Quality Assurance and Warranties
Following the feedback from several customers such as customers within the
Federal and certain state governments, the Company will now develop a service
program for its customers on a fee basis, offering the customer an annual
service contract, enabling the Company to provide a lifetime warranty on all
installations. Since the EPS System is a low maintenance product, the Company
envisions the service program generating substantial cash flow, which should
provide stronger gross margins than even the cash flow generated from
installations. A service contract would enhance and assist in maintaining a long
term relationship with the customers.
THE MARKET
The Market is traditionally segmented into 3 areas: commercial buildings,
industrial facilities and heavy and highway. The Market is vast. For example,
there are over 5 million buildings in the commercial segment of the market. The
U.S. infrastructure provides a large opportunity for the Company. In the New
York Transit Authority Subway System alone there are 300 pump stations that are
continuously removing excess water (see article on following page).
Additionally, the Federal Government has enacted The Transportation Equity Act
For the 21st Century (TEA 21, promulgated in 1998) and has allocated over $200
billion over the next 5 years for construction and refurbishing of the U.S.
infrastructure. Theoretically, every Structure, whether old or to be built, is
likely to suffer damage at some point during its life cycle from adverse water
and moisture conditions. In most instances, if a Structure (whether above or
below ground) is not constructed of wood or steel, it is constructed of
concrete, masonry or brick, such as buildings, dams, tunnels, bridges,
underground conduits and bunkers, silos, sea-walls, etc.
All Structures within the Market, whether old or new, represent an opportunity
for the Company to install the EPS System. The Company has determined that,
within the Company's Territory, the potential waterproofing market in new
construction alone is several billion dollars annually.
MARKETING AND SALES STRATEGY
Marketing Strategy
The Company
Architectural and engineering firms specify most large construction jobs.
Certain jobs are given directly to the particular construction companies with
whom the real estate owners and managers have established an ongoing
relationship. The Company will focus its marketing efforts towards:
_ the existing client base of the larger construction companies, their
architectural and engineering contacts and services companies in the
Market.
_ larger organizations that own or manage real estate with reoccurring
water problem.
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Sales Strategy
For existing water damaged Structures, the customer will engage the Company
(most times for a fee) to conduct inspections and present the findings. The
customer may thereafter request an engineered proposal. A separate installation
contract is entered into with the customer. The customer will pay a deposit at
the time the job commences with the balance paid after successful completion of
the installation.
In new construction, the Company will work with facility owners and their
advisors to have the EPS System included in the job specifications.
ITEM 2. MANAGEMENTMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in
conjunction with the financial statements, including the notes thereto,
appearing elsewhere in this Registration Statement. For the period since
inception (November, 20 1998) through August 31, 1999, during the Company's
development stage, the Company has a negative equity balance of $ 60.00, and has
generated a net loss of ($1,079).
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,019,000 shares of Common
Stock for net proceeds of $1,019.00.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company's executive and administrative offices are located at 104
Prospect Hill Street, Newport, RI 02840. The Company pays no rent for use of the
office and does not believe that it will require any additional office space in
the foreseeable future in order to carry out its plan of operations described
herein.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of the date hereof by (i) each person
known by the Company to be the beneficial owner of more than five percent of its
Common Stock; (ii) each director; (iii) each executive officer listed in the
Summary Compensation Table in Item 6 of this Form 10; and (iv) all directors and
executive officers as a group. Unless otherwise indicted, each of the following
stockholders has sole voting and investment power with respect to the shares
beneficially owned, except to the extent that such authority is shared by
spouses under applicable law.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 1,019,000(1) 100.0%
PageOne Business Productions, LLC 109,500(2) 10.7%
George Todt 109,500(2) 10.7%
James Walters 109,500(2) 10.7%
Besty Rowbottom 109,500(2) 10.7%
All officers and directors as a group 109,500(2) 10.7%
(3 persons)
- ---------------------------------
(1) Consists of 909,500 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 109,500 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(2) Consists solely of 109,500 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. Todt,
Mr. Walters and Appletree are managing members and Ms. Rowbottom is Vice
President.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The names of the directors and executive officers of the Company, as
well as their respective ages and positions with the Company, are as follows:
Name Age Position
- ---- --- --------
George A. Todt 46 Chairman of the Board of
Directors and President
James F. Walters 45 Vice President, Treasurer and
Chief Financial Officer
Mary Elizabeth Rowbottom 28 Secretary
Rowbottom
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George A. Todt has been the Chairman of the Company's Board of Directors
and President since its inception. Prior to founding the Company, Mr. Todt has
been a managing member of PageOne Business Productions, LLC, since March 1996.
Mr. Todt's experience over the past 15 years includes working with 10 start-up
companies, raising venture capital, and arranging strategic partnerships and
initial public offerings. He has researched, developed and implemented marketing
and sales training programs in several industries.
From 1990 to 1995, Mr. Todt was Chief Executive Officer of REPCO, a
start-up company based in St. Louis, Missouri, where his responsibilities
included product selection, market research and implementation, from large
contracts to small industrial products. REPCo's largest project included a
turn-key tire recylcing plant built in Japan. Mr. Todt traveled extensively in
China, Japan, India, Russia and Europe, establishing manufacturing contracts,
marketing and distribution programs, and bidding on and managing government
contracts. Mr. Todt also has consulted internationally on technology exchanges
and rights.
From 1989 to 1991, Mr. Todt was an investor/director of FLEXWARE, an
accounting and networking software company located in Los Angeles, which was a
leader in the field of networking language for MAC, DOS, UNIX and DEC computers.
Mr. Todt assisted in obtaining financing, restructuring and establishing a
marketing strategy for FLEXWARE.
In June 1986, Mr. Todt began working full-time in sales with Todt
Industrial Supply, and in December 1986, he acquired the company and Todt Sheet
Metal Company (collectively, the "Todt Companies" in Cape Girardeau, Missouri).
From 1987 to 1990, Mr. Todt served as Chief Executive Officer of the Todt
Companies, reorganized the companies, implemented new marketing and sales
programs, automated accounting and developed the business into eight divisions,
four of which he created. Under Mr. Todt's leadership, the Todt Companies grew
from 29 to 130 employees, and annual sales grew from $2 million to $8 million.
From 1985 to 1986, Mr. Todt served as Vice President of Administration
at HOH Water Technology, Los Angeles, California.
As Vice President, he reorganized the Company's structure, developed an
engineering department, was responsible for redesigning its product, developing
a marketing plan and negotiating strategic alliances with General Electric, Du
Pont, and Mitsui. Eventually, he succeeded in taking HOH public.
From 1979 to 1983, Mr. Todt was the founder and Managing Director of
Todt & Associates, a marketing and investment partnership in Malibu, California,
raising financing for several start-up companies and projects, developing mining
and refining equipment for the precious metal industry, and setting up a sales
and distribution network. In addition, Mr. Todt managed an international
precious metal arbitrage company and researched a book on precious metals which
spent 22 weeks on England's "best seller" list. Mr. Todt also designed,
coordinated and managed three hundred employees in the construction of a
$4,000,000 multi-purpose building.
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James F. Walters has served as the Vice President, Treasurer and Chief
Financial Officer of the Company since its inception. Mr. Walters joined Kellogg
& Andelson as an accountant in 1976, was elected a partner in 1980, was promoted
to Managing Partner in 1984, and elected Chairman of the Board of Kellogg &
Andelson Accountancy Corporation in 1995. As Chairman, Mr. Walters is currently
responsible for the overall management of the 80-person firm. Mr. Walters has
assisted the firm's clients in connection with the preparation of their initial
public offerings, private finance, merger, acquisition and restructuring
strategies. He continues to be an active consultant in the many phases of client
business operations, such as operational control systems, general management and
capital funding, servicing middle market companies in many different industries,
including aerospace, mail order, entertainment, high tech, retail,
import/export, graphic design, business management, plastics and publishing.
Mr. Walters previously served as a member of the Board of Directors of
Kistler Aerospace, a manufacturer of reusable rockets that deliver satellites
into orbit, and was instrumental in the initial financing of that company. Mr.
Walters also serves as a member of the Board of Directors of California Fitnuts,
Inc., a start-up company which produces, through a patented process, nuts that
have 50% less fat. In addition, Mr. Walters has founded, owned and managed
companies in the commercial photography, corporate events, auto repair and
concrete molding industries.
Mr. Walters received an M.B.A. degree from Pepperdine University
(Malibu, California) in 1981, and a B.S. degree in Accounting from California
State University, Northridge (CSUN) in 1976.
Mary Elizabeth Rowbottom has served as the Secretary of the Company
since inception. Ms. Rowbottom also has worked at PageOne Business Productions
since September 1996 serving as Vice President since March 1997. From 1994 to
1996, Ms. Rowbottom served in various capacities and, most recently, as a talent
manager with HSI Productions, a bi-coastal commercial film production company
producing television commercials and music videos, and serviced substantial
advertising agency clients, including Leo Burnett, DDB Needham and Bozell
Worldwide. Prior thereto, Ms. Rowbottom was an assistant to Merrill Lynch
account representatives. Ms. Rowbottom received a B.A. degree in Communications
from the University of Wisconsin in 1993.
Directors of the Company are elected annually by the stockholders of the
Company to serve for a term of one year or until their successors are duly
elected and qualified. Officers serve at the pleasure of the Board of Directors
subject to any rights under employment agreements. All directors will receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. No other compensation is, or will be, paid to directors
for services rendered as directors. From the Company's inception to the date of
this filing, there have been no meetings of the Company's Board of Directors.
Other actions of the Company's Board of Directors were taken pursuant to
unanimous written consents. There are no family relationships between any
directors or officers of the Company.
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ITEM 6. EXECUTIVE COMPENSATION
No executive officer of the Company receives compensation for services
rendered to the company. However, such persons are entitled to be reimbursed for
expenses incurred by them in pursuit of the Company's business objectives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUE
The Company does not have any officer or director stock option plan. The
Company intends to incorporate one after a public offering. The Company does not
have an employee stock option plan. (ESOP). The Company intends to incorporate
one after a public offering.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------------- ------------------------------------------------
(a) (b) (c) (d) (e) (f) g) (h) (i)
Other Restricted
Annual Stock Options LTIP All Other
Position Year Salary ($) Bonuses($) Compensation Awards SARs Payouts ($) Compensation
- -------- ---- ---------- ---------- ------------ ---------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR Grants in the last fiscal year.
COMPENSATION OF DIRECTORS
The Company's directors serve without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
In November 1998, EED issued 9,500 shares and in March 1999, EED issued
100,000 shares to PageOne Business Productions, LLC, of which Mr. Todt is a
managing member and Ms. Rowbottom is the Vice President.
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ITEM 8. DESCRIPTION OF SECURITIES
EED's Restated Certificate of Incorporation provides for an authorized
capital stock of 100,000,000 shares of Common Stock, $.001 par value (the
"Common Stock"), and 8,000,000 shares of Preferred Stock, $.001 par value (the
"Preferred Stock"). At August 31, 1999, the Company had 1,019,000 shares of
Common Stock issued and outstanding. At such date, there were no shares of
Preferred Stock issued and outstanding.
COMMON STOCK
Each share of Common Stock entitles the holder thereof to one vote for
each share on all matters submitted to the stockholders. The Common Stock is not
subject to redemption or to liability for further calls. Holders of Common Stock
will be entitled to receive such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor and to share
pro rata in any distribution to stockholders. The stockholders have no
conversion, preemptive or other subscription rights. Shares of authorized and
unissued Common Stock are issuable by the Board of Directors without any further
stockholder approval.
PREFERRED STOCK
The Board of Directors is authorized, without further action by the
stockholders, to issue from time to time shares of Preferred Stock in one or
more classes or series and to fix the designations, voting rights, liquidation
preferences, dividend rights, conversion rights, rights and terms of redemption
(including sinking fund provisions) and certain other rights and preferences of
the Preferred Stock. The issuance of shares of Preferred Stock under certain
circumstances could adversely affect the voting power of the holders of Common
Stock and may have the effect of delaying, deferring or preventing a change in
control of the Company. As of the date of this Prospectus, the Company has no
plan or arrangement for the issuance of any shares of Preferred Stock.
TRANSFER AGENT
The Company has appointed American Securities Transfer and Trust as the transfer
agent and registrar of the Common Stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is not presently traded on an established
public trading market. Following the filing on this Form 10, the Company
anticipates that it will submit its Common Stock for listing on the OTC
Electronic Bulletin Board.
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The approximate number of record holders of the Company's Common Stock
as of August 31, 1999 was two, inclusive of those brokerage firms and/or
clearing houses holding the Company's common shares for their clientele (with
each such brokerage house and/or clearing house being considered as one holder).
The aggregate number of shares of Common Stock outstanding as of August 31, 1999
was 1,019,000.
The Company has not declared or paid any cash dividends on its Common
Stock and does not intend to declare any dividends in the foreseeable future.
The payment of dividends, if any, is within the discretion of the Board of
Directors and will depend on the Company's earnings, if any, its capital
requirements and financial condition, and such other factors as the Board of
Directors may consider. In addition, if the Company is able to negotiate new
credit facilities, such facilities may include restrictions on the Company's
ability to pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party
or to which any of the Company's assets or properties are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
Weinberg & Company, P.A., Certified Public Accountants ("Weinberg"), has
served as the Company's principal accountant since inception. There were no
accounting or auditing disagreements between the Company and Weinberg.
ITEM 4. RECENT SALES OF UNREGISTERED
SECURITIES
In November 1998, 9,500 unregistered securities were issued to both PageOne
Business Productions, LLC and Appletree Investment Company, Ltd, per
incorporation.
In March 1999, the Company issued unregistered securities to the initial
shareholders of the Company resulting in the issuance and delivery of 100,000
shares and 900,000 shares of the Company's Common Stock to PageOne Business
Productions, LLC, and Appletree Investment Company, Ltd., respectively. Such
securities were issued for aggregate consideration totalling $1,000 pursuant to
the exemptions from registration provided under the Delaware General Corporation
Law and the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended, for issuances of securities not involving any public offering.
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The following table sets forth the names of the recipients and amounts
received in connection with said transactions:
Number of Shares of
Name of Stockholder Common Stock Acquired
------------------- ---------------------
PageOne Business 109,500
Productions, LLC
Appletree Investment 909,500
Company, Ltd.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that, except to the
extent prohibited by the Delaware General Corporation Law (the "DGCL"), its
directors shall not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as directors of the Company.
Under Delaware law, the directors have fiduciary duties to the Company that are
not eliminated by this provision of the Certificate of Incorporation and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under Delaware law for breach of the
director's duty of loyalty to the Company for acts or omissions that are found
by a court of competent jurisdiction to be not in good faith or involving
intentional misconduct, for knowing violations of law, for action leading to
improper personal benefit to the director and for payment of dividends or
approval of stock repurchases or redemptions that are prohibited by Delaware
law. This provision also does not affect the director's responsibilities under
any other laws, such as the federal securities laws or state or federal
environmental laws. In addition, the Company intends to maintain liability
insurance for its officers and directors.
Section 145 of the DGCL permits the Company to, and the Certificate of
Incorporation provides that the Company may, indemnify each person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was, or has agreed to
become, a director or officer of the Company, or is or was serving, or has
agreed to serve, at the request of the Company, as a director, officer or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other EEDs (including any employee benefit plan), or by
reason of any action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom. Such
right of indemnification shall inure to such individuals whether or not the
claim asserted is based on matters that antedate the adoption of the Certificate
of Incorporation. Such right of indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs and personal representatives of such a person. The indemnification
provided by the Certificate of Incorporation shall not be deemed exclusive of
any other rights that may be provided now or in the future under any provision
14
<PAGE>
currently in effect or hereafter adopted by the Certificate of Incorporation, by
any agreement, by vote of stockholders, by resolution of directors, by provision
of law or otherwise. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors of the Company pursuant to the
foregoing provision, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Section 102(b)(7) of the DGCL permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL relating to unlawful dividends, stock purchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. Section 102(b)(7) of the DGCL is designed, among
other things, to encourage qualified individuals to serve as directors of
Delaware corporations. The Company believes this provision will assist it in
securing the services of qualified directors who are not employees of the
Company. This provision has no effect on the availability of equitable remedies,
such as injunction or rescission. If equitable remedies are found not to be
available to stockholders in any particular case, stockholders may not have any
effective remedy against actions taken by directors that constitute negligence
or gross negligence
15
<PAGE>
PART F/S
ELECTRONIC ENGINEERING & DESIGN
CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
ELECTRONIC ENGINEERING & DESIGN
CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF AUGUST 31,
1999
PAGE 3 - STATEMENT OF OPERATIONS FOR THE
PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
PAGE 4 - STATEMENT OF CHANGES IN
STOCKHOLDERS'
DEFICIENCY FOR THE PERIOD FROM
NOVEMBER 20, 1998, (INCEPTION)
TO AUGUST 31, 1999
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE
PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
PAGES 6 - 8 - NOTES TO FINANCIAL STATEMENTS AS
OF AUGUST 31, 1999
F/S
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Electronic Engineering & Design Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Electronic Engineering &
Design Corporation (a development stage company) as of August 31, 1999 and the
related statements of operations, changes in stockholders' deficiency and cash
flows for the period from November 20, 1998 (inception) to August 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Electronic Engineering & Design
Corporation (a development stage company) as of August 31, 1999, and the results
of its operations and its cash flows for the period from November 20, 1998
(inception) to August 31, 1999, in conformity with generally accepted accounting
principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
September 28, 1999
F/S-1
<PAGE>
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF AUGUST 31, 1999
ASSETS
Cash $ 260
Loan receivable Page One 180
TOTAL ASSETS $ 440
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Accrued expenses 500
Total liabilities 500
STOCKHOLDERS' DEFICIENCY
Preferred Stock, $.001 par value,
8,000,000
shares authorized, zero outstanding -
Common Stock, $.001 par value,
100,000,000
shares authorized, 1,019,000 issued and
outstanding 1,019
Accumulated deficit during develop-
ment stage (1,079)
Total Stockholders' Deficiency (60)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 440
See accompanying notes to financial statements.
F/S-2
<PAGE>
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
Income $ -
Expenses
Accounting fees 500
Consulting fees 19
Legal fees 500
Bank charges 60
NET LOSS $ (1,079)
See accompanying notes to financial statements.
F/S-3
<PAGE>
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
Deficit
Accumulated
Common During Devel-
Stock opment Stage Total
Common stock
issuance $ 1,019 $ - $ 1,019
Net loss for
the period
ended August
31, 1999 - (1,079) (1,079)
BALANCE AT AUGUST
31, 1999 $1,019 $ (1,079) $ (60)
See accompanying notes to financial statements.
F/S-4
<PAGE>
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,079)
Adjustments to reconcile net loss to
reconcile net cash used by operating
activities:
Increase in accrued expenses 500
Consulting services performed for
issuance of stock 19
Net cash used in operating
activities (560)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loan receivable Page One (180)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,000
Net cash provided by financing
activities 1,000
INCREASE IN CASH AND CASH EQUIVALENTS 260
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 260
See accompanying notes to financial statements.
F/S-5
<PAGE>
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Electronic Engineering & Design Corporation (a development stage company) ("the
Company") was incorporated in Delaware on November 20, 1998 to serve as a
vehicle to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private business. At
August 31, 1999, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation and
proposed fund raising.
The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings or a
combination thereof.
B. Use of Estimates
The preparation of the financial statements in conformity 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
F/S-6
<PAGE>
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF AUGUST 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes (Statement 109"). Under Statement 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under Statement 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense or benefits
due to the Company not having any material operations for the period ending
August 31, 1999.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company was originally authorized to issue
100,000 shares of preferred stock at $.01 par
value, with such designations, preferences,
limitations and relative rights as may be
determined from time to time by the Board of
Directors. (see Note 3)
B. Common Stock
The Company was originally authorized to
issue 10,000,000 shares of common stock at
$.001 par value. The Company issued 909,500
and 109,500 shares to AppleTree Investment
Company, Ltd. and Page One Business
Productions, LLC, respectively. (see Note 3)
F/S-7
<PAGE>
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 3 - SUBSEQUENT EVENTS
In September 1999, management filed a restated certificate of incorporation with
the state of Delaware which increased the number of authorized common shares
from 10,000,000 to 100,000,000 and increased the number of authorized preferred
shares from 100,000 at $.01 par value to 8,000,000 shares at $.001 par value.
The financial statements at August 31, 1999 reflect the capital stock amounts
after giving effect to the restated certificate of incorporation.
F/S-8
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Description Page
3.1 Certificate of Incorporation *
3.2 Restated Certification of Incorporation
3.3 Amended and Restated Bylaws *
23.1 Consent of Weinberg & Company, P.A.,
Independent CertifiedPublic Accountants *
24.1 Power of Attorney *
* Previously filed
16
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
ELECTRONIC ENGINEERING AND DESIGN CORPORATION,
/s/ George Todt
By:_______________________________
Amendment No. 1 George Todt, President
January 12, 2000
17
