<PAGE>
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
[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission File No. 000-27867
DENDO GLOBAL CORP.
------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0533626
------ ----------
(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
227 South Ninth Avenue
Pocatello, Idaho 83201
-----------------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (208) 233-8001
Securities registered pursuant to Section 12(b) of the Exchange Act: None.
Securities registered pursuant to Section 12(g) of the Exchange Act: None.
Name of Each Exchange on Which Registered: None.
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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if disclosure of delinquent filers in response to Item 405 of Regulation
8-B is not contained herein and will not be contained in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form [ ] (not applicable)
The aggregate market value of the common voting stock held by non-affiliates
as of April 14, 2000: Undetermined.
Shares outstanding of the Issuer's common stock as of April 14, 2000: 2,775,000
The issuer had no revenues for the year ended December 31, 1999.
DOCUMENTS INCORPORATED BY REFERENCE: See Part III, Item 13.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) Business Development.
Dendo Global Corp. ("Dendo" or the "Company") was organized under
the laws of the State of Nevada on December 29, 1994, under the name "Top
Flight Software, Inc." Dendo was formed to develop and market specialized
software applications for pigeon breeders and racers. The operations were
unsuccessful, and Dendo ceased all operations in 1998.
Pursuant to a Limited Offering Memorandum dated July 31, 1995, Dendo
conducted a public offering of 100,000 shares of its common stock at an
offering price of $.50 per share. The offer and sale of these securities was
not registered with the Securities and Exchange Commission because they were
believed to be exempt from registration under Section 3(b) of the Securities
Act of 1933, as amended, and Rule 504 of Regulation D promulgated thereunder
by the Securities and Exchange Commission.
On September 15, 1998, Dendo's Board of Directors and Majority
Stockholders resolved to accept a Subscription Agreement of Cornelius A.
Hofman dated August 27, 1998, for the purchase of 2,500,000 "restricted
securities" (common stock) of Dendo in consideration of the sum of $25,000.
The 2,500,000 shares represented approximately 90% of the then outstanding
voting securities of Dendo. See the caption "Recent Sales of Unregistered
Securities," Part II, Item 4. Mr. Hofman was then designated to the Board of
Directors in accordance with the Nevada Revised Statutes ("NRS")and the Bylaws
of Dendo, and elected the President and Secretary; Joseph D. Nemelka, who had
previously served as the sole director and executive officer, resigned. The
funds utilized were from personal resources. The former controlling persons
of Dendo, prior to the acceptance of this subscription, were: Joe Nemelka,
49,700 shares or approximately 18.1%; and David N. Nemelka, 92,400 shares or
approximately 33.6%.
On November 2, 1998, the Articles of Incorporation were amended to
change the name of the Company to "Dendo Global Corp."
Copies of the initial Articles of Incorporation of Dendo filed in
the State of Nevada; the Articles of Amendment to change the name of the
Company to "Dendo Global Corp."; and the Bylaws of Dendo are attached hereto
and incorporated herein by reference. See Part III, Item 13.
<PAGE>
(B) Business.
---------
None, presently.
Item 2.PROPERTIES
Dendo has no assets, property or business; its principal
executive office address and telephone number are the office address and
telephone number of its President, Cornelius A. Hofman, and are provided at no
cost. Because Dendo has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Nevada,
and with preparing this Registration Statement and the accompanying financial
statements. These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Hofman of providing the use
of his office and telephone have been minimal.
Item 3. LEGAL PROCEEDINGS.
There are not currently any material pending legal proceedings, to which
the registrant is a party or of which any of its property is subject and no
such proceedings are known to the registrant to be threatened or contemplated
by or against it.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the security holders, through
solicitation of proxies or otherwise during the 4th quarter of the fiscal year
covered by this report.
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
There has never been any established "public market" for
shares of common stock of Dendo. Dendo intends to submit it common stock
for quotation on the OTC Bulletin Board of the National Association of
Securities Dealers ("NASD").
(B) HOLDERS.
The number of record holders of Dendo's securities as of the
date of this Registration Statement is approximately 46; based upon an
examination of the current list of Dendo's stockholders, there are no
securities held in the names of CEDE & Co., Depository Trust Company or any
broker/dealer.
(C) DIVIDENDS.
Dendo has not declared any cash dividends with respect to
its common stock, and does not intend to declare dividends in the foreseeable
future. The future dividend policy of Dendo cannot be ascertained with any
certainty, and if and until Dendo completes any acquisition, reorganization or
merger, no such policy will be formulated. There are no material restrictions
limiting, or that are likely to limit, Dendo's ability to pay dividends on its
securities.
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Dendo has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. Dendo's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit Dendo and its stockholders.
Dendo has virtually no resources, and management anticipates that to achieve
any such acquisition, Dendo will be required to issue shares of its common
stock as the sole consideration for such venture.
During the next 12 months, Dendo's only foreseeable cash
requirements will relate to maintaining Dendo in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture; current cash assets are believed to be sufficient for this
purpose during the next 12 months.
Results of Operations.
- ---------------------
Dendo has had no material operations for over five years.
It incurred losses of ($25,113), for the year ended December 31,1999; and
($6,941) for the year ended December 31, 1998, from discontinued operations.
There were no revenues during the periods ended December 31, 1999
and 1998. General and administrative expenses were $16,803 during December
31, 1999, and $0 during the period ended December 31, 1999. These expenses
are primarily legal and accounting costs.
Liquidity.
- ---------
During the year ended December 31, 1999, cash in the bank was
$11,630, compared to $30,034 for the year ended December 31, 1998, with
liabilities of $0 and $1,939, respectively. $25,000 was provided by
subscriptions for the purchase of 2,500,000 shares of Dendo's common stock at
a price of $0.01 per share during 1998.
Item 7. FINANCIAL STATEMENTS.
See attached financial statements; Balance Sheets, December 31, 1999 and
1998; Statements of Operations, for the years ended December 31, 1999
and 1998 and from inception on December 29, 1994 through December 31,1999;
Statement of Stockholders' Equity, from inception on December 29, 1994
through December 31, 1999; Statements of Cash Flows for the years ended
December 31, 1999 and 1998 and from inception on December 29, 1994 through
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the two most recent fiscal years, there has not been any change
in the principal independent accountant for the registrant, and there has been
no disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS.
- ------------------------------------------------------------------------
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the names of all current directors
and executive officers of Dendo. These persons will serve until the
next annual meeting of the stockholders (held in April of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Cornelius A. Hofman President 9/15/98 *
Secretary 9/15/98 *
Director 9/15/98 *
Business Experience.
- --------------------
Cornelius A. Hofman, President, Secretary and Director. Mr. Hofman
is 32 years of age. Since 1995 to present, Mr. Hofman has served as the
President of General Economic Consulting, Inc., where he provides a broad
range of valuation services to businesses, governments, individuals, attorneys
and investment groups in the context of mergers, expansions, acquisitions,
divestitures and litigation. From 1993 until 1995, he was engaged as an
Economist, by Crowe, Chizek & Company, where he provided consulting services
regarding business valuations, mergers, acquisitions, company divestitures,
economic damage disputes, stock option valuations, preferred stock valuations
and related transactions. Mr. Hofman has BA , Asian Studies, Cornell
University, 1991, where he graduated Magna Cum Laude; an MA, Japanese Studies,
University of Pennsylvania, 1992; and an MBA, Economics and Finance,
University of Chicago, 1994. Mr. Hofman has been the Editor, The Economic
Counselor, since 1997; is a member of the American Economics Association, the
National Association of Forensic Economics and the American Law and Economics
Association; and is a frequent lecturer.
Significant Employees.
- ----------------------
Dendo has no significant employees who are not executive officers.
Family Relationships.
- ---------------------
Mr. Hofman serves as the sole director and executive officer of
Dendo.
<PAGE>
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director,
executive officer or person nominated to become a director or an executive
officer of Dendo:
(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) was 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.
Item 10. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by Dendo for services rendered during the periods indicated:
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cornelius A.
Hofman 12/31/99 0 0 0 0 0 0 0
President,
Secretary
Director
</TABLE>
<PAGE>
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to Dendo's management during the
calendar years ended December 31, 1999 or 1998. Further, no member of Dendo's
management has been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within this
Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which Dendo's
directors are compensated for any services provided as director. No
additional amounts are payable to Dendo's directors for committee
participation or special assignments.
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 Dendo, with respect
to any director or executive officer of Dendo 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 Dendo, any change in
control of Dendo, or a change in the person's responsibilities following a
change in control of Dendo.
Item 11. Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than 5% of Dendo's common stock as of April 14, 2000.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Cornelius A. Hofman 2,500,000 90%
227 South Ninth Avenue
Pocatello, Idaho 83201
TOTAL 2,500,000 90%
</TABLE>
<PAGE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of Dendo's
directors and executive officers as of the date of this Registration
Statement:
Number of Shares Percentage of
Name and Address Beneficially Owned of Class
- ---------------- ------------------ -------------
[S] [C] [C]
Cornelius A. Hofman 2,500,000 90%
227 South Ninth Avenue
Pocatello, Idaho 83201
TOTAL 2,500,000 90%
All Directors and Officers
as a group (1)
- --------------
2,500,000 90%
Changes in Control.
- -------------------
There are no present arrangements or pledges of Dendo's securities
which may result in a change in control of Dendo; however, see the heading
"Business Development," Part I, Item 1, respecting the acquisition of a
controlling interest in Dendo by Mr. Hofman.
Item 12. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Except as indicated under the heading "Business Development,"
Part I, Item 1, and in Note 4 to the financial statements of Dendo (Part F/S)
accompanying this Registration Statement, there have been no material
transactions, series of similar transactions, currently proposed transactions,
or series of similar transactions, to which Dendo and any director, executive
officer, 5% stockholder or associate of any of these persons.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(A) Exhibits.
i 27.01 Financial Data Filed Herewith
ii 10-SB Registration Statement Incoporated by
Reference
(B) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DENDO GLOBAL CORP.
Date: April 14, 2000 /s/ Cornelius B. Hofman
Cornelius B. Hofman
Chief Executive officer, and
Chief Financial Officer
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.
Date: April 14, 2000 /s/Cornelius B. Hofman
Cornelius B. Hofman
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15 (d) of the Exchange Act by Non Reporting annual report or proxy
statement has been sent to security holders.
<PAGE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
<TABLE>
CONTENTS
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEETS, DECEMBER 31, 1999 AND 1998 2
STATEMENTS OF OPERATIONS, FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 AND FROM INCEPTION
ON DECEMBER 29, 1994 THROUGH DECEMBER 31, 1999 3
STATEMENT OF STOCKHOLDERS' EQUITY, FROM INCEPTION
ON DECEMBER 29, 1994 THROUGH DECEMBER 31, 1999 4
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 AND FROM INCEPTION
ON DECEMBER 29, 1994 THROUGH DECEMBER 31, 1999 5
NOTES TO FINANCIAL STATEMENTS 6-9
<PAGE>
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
430 EAST 400 SOUTH
SALT LAKE CITY, UT 84111
(801) 328-2727 - FAX (801) 328-1123
INDEPENDENT AUDITORS' REPORT
Board of Directors
DENDO GLOBAL CORPORATION
Pocatello, Idaho
We have audited the accompanying balance sheets on Dendo Global [a development
state company} at December 31, 1999 and 1998, and the related statements of
operations, stockholders' equity and cash flows for the years ended December 31,
1999 and 1998 and for the period from inception on December 29, 1994 through
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 stand-
ards. 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 belive that our audits provide a reaonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects that financial position of Dendo Global Corporation [a
development stage company] as of December 31, 1999 and 1998, and rhe results of
its operations and its cash flows for the years ended December 31, 1999 and 1998
and for the period from inception through December 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations, raising substantial doubt
about its ability to contine as a going concern Management's plan in regards to
these matters are also described in Note 7. The financial statemetns do not
include any adjustments that might result from the outcome of these uncertain-
ties.
PRITCHETT, SILER AND HARDY, P.C.
February 7, 2000
Salt Lake City, Utah
<PAGE>
</TABLE>
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
BALANCE SHEETS
<CAPTION>
[UNAUDITED]
ASSETS
December 31,
1999 1998
--------------------
<S> <C> <C>
CURRENT ASSETS:
Cash in bank $ 11,630 $ 30,034
Other current assets - 37
---------- -----------
Total Current Assets 11,630 30,071
OTHER ASSETS
Net Assets from discontinued operations - 8,611
--------- -------
8,611
-------- -------
$ 11,630 38,682
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ - $ 1,939
---------- --------
Total Current Liabilities - $ 1,939
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 5,000,000
shares authorized, no shares issued and - -
outstanding Common stock, $.001 par value,
50,000,000 shares authorized, 2,775,000
shares issued and outstanding at 12/31/99 2,775 2,775
Capital in excess of par value 70,398 70,398
Deficit accumulated during the development
stage (61,543) (36,430)
------------ ---------
Total Stockholders' Equity 11,630 36,743
------------ ---------
$ 11,630 36,743
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
<CAPTION>
STATEMENTS OF OPERATIONS
[UNAUDITED]
For the Year From Inception
Months Ended on December 29,
December 31, 1994 Through
December 31,
1999 1998 1999
<S> <C> <C> <C>
REVENUE:
Net sales $ - $ - $ -
COST OF GOODS SOLD - - -
___________ ___________ ___________
Gross Profit - - -
OPERATING EXPENSES:
General and administrative 16,803 - 16,803
___________ ___________ ___________
Total Operating Expenses 16,803 - 16,803
___________ ___________ ___________
OPERATING LOSS (16,803) - (16,803)
___________ ___________ ___________
OTHER INCOME (EXPENSES)
Interest Income 301 - 301
___________ ___________ ___________
Total Other Income (Expenses) 301 - 301
___________ ___________ ___________
(LOSS) BEFORE INCOME TAXES (16,502) - (16,502
___________ ___________ ___________
CURRENT INCOME TAX EXPENSE - - -
DEFERRED INCOME TAX EXPENSE - - -
___________ ___________ ___________
LOSS FROM CONTINUING OPERATIONS (16,502) - (16,502)
DISCONTINUED OPERATIONS:
Loss from operations of discontinued
line of business (8,611) (6,941) (44,975)
___________ ___________ ___________
NET LOSS $ (25,113) $ (6,941) $ (61,543)
___________ ___________ ___________
LOSS PER COMMON SHARE:
Continuing operations $ (.01) $ (.00) $ (.02)
Discontinued operations (.00) (.02) (.04)
___________ ___________ ___________
Net Loss (.01) (.02) (.06)
___________ ___________ ___________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
<CAPTION>
FROM INCEPTION ON DECEMBER 29, 1994
THROUGH December 31, 1999
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
____________________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
December 29, 1994 - $ - - $ - $ - $ -
Issuance of common stock
to initial stockholders
for cash at $.04 per
share, December, 1994 - - 12,500 12 488 -
Net loss for the period
ended December 31, 1994 - - - - - (6)
BALANCE,
December 31, 1994 - - 12,500 12 488 (6)
Issuance of restricted
common stock cash, January
- February 1995 at $.01
to $.04 per share - - 162,500 163 1,837 -
Issuance of common stock
pursuant to a public
offering for cash,
September - December, 1995
at $.50 per share, net of
offering costs of $4,327 - - 100,000 100 45,573 -
Net loss for the year ended
December 31, 1995 - - - - - (5,758)
BALANCE,
December 31, 1995 - - 275,000 275 47,898 (5,764)
Net loss for the year ended
December 31, 1996 - - - - - (7,461)
BALANCE, December 31, 1996 - - 275,000 275 47,898 (13,225)
Net loss for the year ended
December 31, 1997 - - - - - (16,264)
BALANCE,
December 31, 1997 - - 275,000 275 47,898 (29,489)
Issuance of restricted
common stock for cash,
August, 1998 at $.01 per
share - - 2,500,000 2,500 22,500 -
Net loss for the year ended
December 31, 1998 - - - - - (6,941)
BALANCE,
December 31, 1998 - - 2,775,000 2,775 $70,398 $(36,430)
Net loss for the year
ended December 31, 1999 - - - - - (25,113)
BALANCE,
December 31, 1999 - - 2,775,000 2,775 $70,398 $(61,543)
</TABLE>
<PAGE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
<CAPTION>
STATEMENTS OF CASH FLOWS
[UNAUDITED]
For the Year From Inception
Ended on December 29,
December 31, 1994 Through
December 31,
1999 1998 1999
<S> <C> <C> <C>
Cash Flows Provided by Operating Activities:
Net loss $(25,311) $ (6,941) $ (61,543)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization expense 66 4,080 10,339
Non-cash expense 8,545 44 8,545
Changes in assets and liabilities:
Other current assets 37 44 8,545
Accounts payable (1,939) 1,817 -
Other accrued liabilities - (711) -
___________ ___________ _________
Net Cash Flows (Used) by
Operating Activities (18,404) (1,073) (42,659)
___________ ___________ __________
Cash Flows Provided by Investing Activities:
Organization costs - - (330)
Purchase of equipment - - (6,023)
Payment of software development cost - - (12,531)
___________ ___________ __________
Net Cash (Used) by Investing
Activities - - (18,884)
___________ ___________ __________
Cash Flows Provided by Financing Activities:
Proceeds from common stock issuance - 25,000 77,500
Stock offering costs - - (4,327)
Proceeds from capital lease - - 8,500
Payments on capital lease - (1,039) (8,500)
___________ ___________ __________
Net Cash Provided by
Financing Activities - 23,961 73,173
___________ ___________ __________
Net Increase (Decrease) in Cash (18,404) 22,258 11,630
Cash at Beginning of Period 30,034 7,776 -
___________ ___________ __________
Cash at End of Period $ 11,630 $ 30,034 $ 11,630
___________ ___________ __________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $ - $ 15 $ 79
Income taxes $ - $ - $ -
</TABLE>
Supplemental Schedule of Noncash Investing and Financial Activities:
During the year ended December 31, 1999 and 1998:
During 1999 the Company transferred assets with a net book value of $8,545
to its former president for compensation expense.
The accompanying notes are an integral part of these financial statements.
<PAGE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Dendo Global Corporation (the Company) was organized under
the laws of the State of Nevada on December 29, 1994. The Company has
been developing and marketing management software for pigeon breeders and
racers. However, the business proved to be unsuccessful and during 1999,
the Company discontinued its operations and is now exploring various other
business opportunities. The Company is considered a development stage
company as defined in SFAS No. 7. The Company has, at the present time,
not paid any dividends and any dividends that may be paid in the future
will depend upon the financial requirements of the Company and other
relevant factors.
Organization Costs - The Company expensed its organization costs, in
accordance with Statement of Position 98-5.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the periods presented
in accordance with Statements of Financial Accounting Standards No. 128
"Earnings Per Share".
Cash and Cash Equivalents - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of property and equipment, software development cost and
liabilities, the disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the reported period. Actual results could differ from
those estimated.
Recently Enancted Accounting Standards - Statement of Financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities", SFAS No. 134, "Accouting for Mortgage-Backed Secur-
ities..." and SFAS No. 135, "Rescissior of FASB Statement No. 75 and Technical
Corrections" were recently issued. SFAS No. 132, 133, 134 and 135 have no
current applicability to the Company or their effect on the financial state-
ments would not have been significant.
NOTE 2 - CAPITAL STOCK TRANSACTIONS
Change in Control - During August 1998, an individual purchased 2,500,000
shares of common stock of the Company giving him 90% controlling interest
in the Company. Total proceeds from the sale of stock amounted to $25,000
(or $.01 per share). The former officer and director resigned and the
individual was elected as the new president and board member.
<PAGE>
Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued or outstanding at December 31, 1999.
NOTE 3 - RELATED PARTY TRANSACTIONS
Rent - The Company has not had a need to rent office space. An officer of
the Company is allowing the Company to use his office as a mailing
address, as needed, at no expense to the Company.
Management Compensation - The Company did not pay any cash compensation to
its officers and directors during 1999. However, the Company did transfer
the remaining assets from its discontinued operations to its former president.
The assets transferred had a net book value of $8,545.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statements of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".
FASB 109 requires the Company to provide a net deferred tax/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax and any available operating loss or tax
credit carryforwards. At December 31, 1999, the Company has available
unused operating loss carryforwards of approximately $61,500, which may be
applied against future taxable income and which expire in various years
through 2019. The amount of and ultimate realization of the benefits from
the operating loss carryforwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earning of the Company, and
other future events, the effects of which cannot be determined. Because
of the uncertainty surrounding the realization of the loss carryforwards
the Company has established a valuation allowance equal to the tax effect
of the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax asset is
approximately $20,000 and $12,300 at December 31, 1999 and 1998, respectively
with an offsetting valuation allowance of the same amount. The change in the
valuation allowance for the nine months ended September 30, 1999 is approxi-
mately $8,600 during 1999.
<PAGE>
NOTE 6 LOSS PER SHARE
The following data shows the amounts used in computing loss per share for
the periods presented:
For the From Inception
Year Ended on December 29,
December 31, 1994 Through
December 31,
1999 1998 1999
Loss from continuing operations
available to common shareholders
(numerator) $ (16,803) $ - $ (16,803)
Loss from discontinued operations
available to common shareholders
(numerator) (8,611) (6,941) (44,975)
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) 2,775,000 1,316,096 962,240
<PAGE>
NOTE 6 DISCONTINUED OPERATIONS
The accompanying financial statements as of December 31, 1999 and 1998 have
been reclassified to reflect management's decision to discontinue the
Company's operations in development and marketing of management software for
pigeon breeding and racing operations. The net assets related to the
development and marketing of management software for pigeon breeders and
racers are included on the Company's December 31, 1998 balance sheet as "net
assets of discontinued operations". The Company's operations in the develop-
ment and marketing of management software for pigeon breeders and racers for
the years ended December 31, 1999 and 1998 are included as Discontinued Opera-
tions in the financial statements of the Company. Revenue for the years ended
December 31, 1999 and 1998 and for the period from inception through December
31, 1999 relating to these operations were $0, $3,181 and $17,056, re-
spectively.
Assets transferred to the former president during 1999 in payment of
compensation consisted of the following:
1999
____________
Property and equipment, net $ 2,283
Software development cost, net 3,747
Programming services, net 2,515
____________
Totals $ 8,545
____________
Assets are shown at their net book values.
<PAGE>
The following is a condensed, proforma statement of operations that reflects
what the presentation would have been without the reclassifications required
by "discontinued operations" accounting principles and if the net assets had
not been transferred out of the Company:
For the Year From Inception
Ended on December 29,
December 31 , 1994 Through
December 31,
1999 1998 1999
Net Sales: $ - $ 3,181 $ 17,056
Cost of Goods Sold: - (2,506) (6,368)
Other Operating Expenses: (25,414) (7,601) (74,332)
Other Income (Expense): 201 (15) 2,101
Net loss: $ (25,113) $ (6,941) $(61,543)
loss per Share: (.01) (.00) (.06)
<PAGE>
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company was only recently formed
has incurred losses since its inception and has not yet been successful in
establishing profitable operations. These factors raise substantial doubt
about the ability of the Cmopany to continue as a going concern. In this
regard, management is proposing to raise any necessary additional funds not
provided by operations through additional sales of its common stock. There
is no assurance that the Company will be successful in raising the additional
capital or achieving profitable operations. The financial statements do not
include any adjustments that might result if the Company is unsuccessful at
establishing profitable operations.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001097945
<NAME> DENDO GLOBAL CORP.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 11,630
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,630
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,630
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 2,775
0
0
<OTHER-SE> 8,855
<TOTAL-LIABILITY-AND-EQUITY> 11,630
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,803
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (301)
<INCOME-PRETAX> (16,502)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (8,611)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25,113)
<EPS-BASIC> (.01)
<EPS-DILUTED> 0
</TABLE>
