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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
Commission file number 000-27955
COPSIL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0434501
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1608 St. Gregory Street
Las Vegas, NV 89117
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: (702) 866-5834
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title if Class)
Indicate by check mark whether the registrant (a) 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. Yes No X
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The number of shares of Common Stock, $0.001 par value, outstanding on
December 31, 1999, was 10,000,000 shares, held by approximately 23
stockholders.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Copsil Corporation was incorporated in the state of Nevada on April 19,
1994. Copsil Corporation perfected a method of replacing chlorine by
electronically liberating copper and silver to provide a safe and
environmentally friendly way of controlling algae growth and eliminating
bacteria. However, this venture was found to be cost prohibitive and Copsil
Corporation ceased such activities. Copsil Corporation did not engage in any
further commercial operations. Copsil does not have active business
operations.
We registered our common stock on a Form 10-SB registration statement
filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
and Rule 12(g) thereof. We intend to file with the Securities and Exchange
Commission periodic and episodic reports under Rule 13(a) of the Exchange
Act, including quarterly reports on Form 10-QSB and annual reports on Form 10-
KSB. As a reporting company under the Exchange Act, we may register
additional securities on Form S-8 (provided that we are in compliance with
the reporting requirements of the Exchange Act) and on Form S-3 (provided
that we have during the prior 12 month period timely filed all reports
required under the Exchange Act), and our class of common stock registered
under the Exchange Act may be traded in the United States securities markets
provided that we are then in compliance with applicable laws, rules and
regulations, including compliance with our reporting requirements under the
Exchange Act.
We will attempt to locate and negotiate with a business entity for the
merger of that target business into the Company. In certain instances, a
target business may wish to become a subsidiary of the Company or may wish to
contribute assets to the Company rather than merge. No assurances can be
given that we will be successful in locating or negotiating with any target
business.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are
commonly thought to include (1) the ability to use registered securities to
make acquisition of assets or businesses; (2) increased visibility in the
financial community; (3) the facilitation of borrowing from financial
institutions; (4) improved trading efficiency; (5) stockholder liquidity;
(6) greater ease in subsequently raising capital; (7) compensation of key
employees through options stock; (8) enhanced corporate image; and (9) a
presence in the United States capital market.
A business entity, if any, which may be interested in a business
combination with us may include (1) a company for which a primary purpose of
becoming public is the use of its securities for the acquisition of assets or
businesses; (2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms
acceptable to it; (3) a company which wishes to become public with less
dilution of its common stock than would occur normally upon an underwriting;
(4) a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public; (5) a foreign
company which may wish an initial entry into the United States securities
market; (6) a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified Employee Stock
Option Plan; or (7) a company seeking one or more of the other perceived
benefits of becoming a public company.
<PAGE>
Management is actively engaged in seeking a qualified company as a
candidate for a business combination. We are authorized to enter into a
definitive agreement with a wide variety of businesses without limitation as
to their industry or revenues. It is not possible at this time to predict
with which company, if any, we will enter into a definitive agreement or what
will be the industry, operating history, revenues, future prospects or other
characteristics of that company.
We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in
order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate
purposes. We may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
Our management, which in all likelihood will not be experienced in
matters relating to the business of a target business, will rely upon its own
efforts in accomplishing our business purposes. Outside consultants or
advisors may be utilized by us to assist in the search for qualified target
companies. If we do retain such an outside consultant or advisor, any cash
fee earned by such person will need to be assumed by the target business, as
we have limited cash assets with which to pay such obligation.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, our officer and director, who is not a professional
business analyst. In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial
and managerial resources; working capital and other financial requirements;
history of operations, if any; prospects for the future; nature of present
and expected competition; the quality and experience of management services
which may be available and the depth of that management; the potential for
further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact our proposed
activities; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or
trades; name identification; and other relevant factors.
Management does not have the capacity to conduct as extensive an
investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect to
merge with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to enter
into an agreement with the most investment-worthy target business.
Following a business combination we may benefit from the services of
others in regard to accounting, legal services, underwritings and corporate
public relations. If requested by a target business, management may
recommend one or more underwriters, financial advisors, accountants, public
relations firms or other consultants to provide such services.
A potential target business may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target business may be
<PAGE>
presented to us only on the condition that the services of a consultant or
advisor be continued after a merger or acquisition. Such preexisting
agreements of target businesses for the continuation of the services of
attorneys, accountants, advisors or consultants could be a factor in the
selection of a target business.
In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity. We may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is likely that our present management and stockholders will
no longer be in our control. In addition, it is likely that the our officer
and director will, as part of the terms of the acquisition transaction,
resign and be replaced by one or more new officers and directors.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part
of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can
be no assurance, it will be undertaken by the surviving entity after we have
entered into an agreement for a business combination or have consummated a
business combination and we are no longer considered a blank check company.
The issuance of additional securities and their potential sale into any
trading market which may develop in our securities may depress the market
value of our securities in the future if such a market develops, of which
there is no assurance.
While the terms of a business transaction to which we may be a party
cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended.
With respect to any merger or acquisition negotiations with a target
business, management expects to focus on the percentage of the Company which
target business stockholders would acquire in exchange for their
shareholdings in the target business. Depending upon, among other things,
the target business's assets and liabilities, our stockholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. Any merger or acquisition
effected by us can be expected to have a significant dilutive effect on the
percentage of shares held by our stockholders at such time.
No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature
of the target business.
As of the date hereof, management has not made any final decision
concerning or entered into any written agreements for a business combination.
When any such agreement is reached or other material fact occurs, we will
file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-KSB are advised to
determine if we have subsequently filed a Form 8-K.
<PAGE>
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes (but has not conducted any research to confirm) that there are
numerous firms seeking the perceived benefits of a publicly registered
corporation. Such perceived benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key employees,
increasing the opportunity to use securities for acquisitions, and providing
liquidity for stockholders and other factors. Business opportunities may be
available in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis of
such business opportunities extremely difficult and complex.
Computer Systems Redesigned For Year 2000. Many existing computer
programs use only two digits to identify a year in such program's date field.
These programs were designed and developed without consideration of the
impact of the change in the century for which four digits will be required to
accurately report the date. If not corrected, many computer applications
could fail or create erroneous results following the year 2000 ("Year 2000
Problem"). Many of the computer programs containing such date language
problems have not been corrected by the companies or governments operating
such programs. It is impossible to predict what computer programs will be
effected, the impact any such computer disruption will have on other
industries or commerce or the severity or duration of a computer disruption.
We do not have operations and do not maintain computer systems. Before
we enter into any business combination, we may inquire as to the status of
any target business's Year 2000 Problem, the steps such target business has
taken or intends to take to correct any such problem and the probable impact
on such target business of any computer disruption. However, there can be no
assurance that we will not merge with a target business that has an
uncorrected Year 2000 Problem or that any planned Year 2000 Problem
corrections will be sufficient. The extent of the Year 2000 Problem of a
target business may be impossible to ascertain and any impact on us will
likely be impossible to predict.
ITEM 2. DESCRIPTION OF PROPERTY
We have no properties and at this time have no agreements to acquire any
properties. We currently use the offices of management at no cost to us.
Management has agreed to continue this arrangement until we complete an
acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no public market for our securities. We do not intend
to trade our securities in the secondary market until completion of a
business combination or acquisition. It is anticipated that following such
occurrence we will cause our common stock to be listed or admitted to
quotation on the NASD OTC Bulletin Board or, if we then meet the financial
and other requirements thereof, on the Nasdaq SmallCap Market, National
Market System or regional or national exchange.
The proposed business activities described herein classify us as a
"blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in our securities until such time as we have successfully implemented
our business plan described herein. Accordingly, our stockholder has agreed
that she will not sell or otherwise transfer her shares of our common stock
except in connection with or following completion of a merger or acquisition
and we have no longer classified as a blank check company. The stockholder
has deposited such stockholder's respective stock certificate with our
management, who will not release the respective certificates except in
connection with or following the completion of a merger or acquisition.
There are currently 23 stockholders of our outstanding common stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are currently seeking to engage in a merger with or acquisition of an
unidentified foreign or domestic company which desires to become a reporting
("public") company whose securities are qualified for trading in the United
States secondary market. We meet the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended. We
have been in the developmental stage since inception and have no operations
to date. Other than issuing shares to our original stockholders, we have not
commenced any operational activities.
We will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. We are subject to all the reporting
requirements included in the Exchange Act. Included in these requirements is
our duty to file audited financial statements as part of our Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as our audited financial statements included
in our annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or within time
parameters necessary to insure our compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform
to the representations made by the target business, the closing documents may
provide that the proposed transaction will be voidable at the discretion of
our present management.
<PAGE>
We will not restrict our search for any specific kind of businesses, but
may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict at this time the status of any business in
which we may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which we may offer.
A business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and the
substitution by the target business of its own management and board of
directors.
We have, and will continue to have, no capital with which to provide the
owners of business opportunities with any cash or other assets. However,
management believes we will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a publicly
registered company without incurring the cost and time required to conduct an
initial public offering. Our officer and director has not conducted market
research and is not aware of statistical data to support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity.
Our Officer and Director has agreed that they will advance any
additional funds which we need for operating capital and for costs in
connection with searching for or completing an acquisition or merger. Such
advances will be made without expectation of repayment unless the owners of
the business which we acquire or merge with agree to repay all or a portion
of such advances. There is no minimum or maximum amount the Officer and
Director will advance to us. We will not borrow any funds for the purpose of
repaying advances made by such Officer and Director, and we will not borrow
any funds to make any payments to our promoters, management or their
affiliates or associates.
The Board of Directors has passed a resolution which contains a policy
that we will not seek an acquisition or merger with any entity in which our
officer, director, stockholder or his affiliates or associates serve as
officer or director or hold more than a 10% ownership interest.
ITEM 7. FINANCIAL STATEMENTS
See Index to Financial Statements and Financial Statement Schedules
appearing on page F-1 through F-7 of this Form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure for the period covered by this report.
<PAGE>
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Subsequent Event
On March 10, 2000 Paul Shaw resigned as President, Secretary, Treasurer,
Sole Director of the Company and appointed Debra Nicholsen as sole Director.
Debra Nicholsen subsequently was elected President, Secretary and Treasurer.
Our Director and Officer are as follows:
Name Age Positions and Offices Held
Debra M. Nicholsen 30 President, Secretary, Treasurer, Sole Director
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.
Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which she
has served as such, and the business experience during at least the last five
years:
Debra M. Nicholsen acts as our President, Secretary, Treasurer and
Director. Ms. Nicholsen has served as an officer and director of the Company
since July 14, 1997. Ms. Nicholsen was born September 9, 1969 in Hollywood,
California. Ms. Nicholsen has attended Southwest Missouri State University.
She is Chairperson of Friends of Foundation Maria de Honduras, a non-profit
organization that helped provide relief and aid to the victims of Hurricane
Mitch in Honduras. Ms. Nicholsen has resided in Las Vegas for the past eight
years.
CURRENT BLANK CHECK COMPANIES
Ms. Nicholsen is not part of any other Blank Check Company.
CONFLICTS OF INTEREST
Our officer and director expects to organize other companies of a
similar nature and with a similar purpose as us. Consequently, there are
potential inherent conflicts of interest in acting as our officer and
director. Insofar as the officer and director is engaged in other business
activities, management anticipates that she will devote only a minor amount
of time to our affairs. We do not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to our proposed business operations.
<PAGE>
A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target company.
It is anticipated that target companies will be located for us and other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, any blank check companies with which
management is, or may be, affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholders, working
capital, types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain blank check
company formed after us. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check company
regardless of date of formation.
The terms of business combination may include such terms as Ms.
Nicholsen remaining a director or officer of the Company and/or the
continuing securities work of the Company being handled by the consulting
firm of which Ms. Nicholsen is a director. The terms of a business
combination may provide for a payment by cash or otherwise to Ms. Nicholsen
for the purchase or retirement of all or part of his common stock of the
Company by a target company or for services rendered incident to or following
a business combination. Ms. Nicholsen would directly benefit from such
employment or payment. Such benefits may influence Ms. Nicholsen's choice of
a target company.
We may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to us where that
reference results in a business combination. No finder's fee of any kind will
be paid by us to management or our promoters or to their associates or
affiliates. No loans of any type have, or will be, made by us to management
or our promoters of or to any of their associates or affiliates.
We will not enter into a business combination, or acquire any assets of
any kind for our securities, in which our management or any affiliates or
associates have a greater than 10% interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of us could result in liability of management to us. However, any
attempt by stockholders to enforce a liability of management to us would most
likely be prohibitively expensive and time consuming.
ITEM 10. EXECUTIVE COMPENSATION
Our officer and director does not receive any compensation for her
services rendered, has not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with us. However, our
officer and director anticipates receiving benefits as a beneficial
stockholder and, possibly, in other ways.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by us for the benefit of
our employees.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999, each person
known by us to be the beneficial owner of five percent or more of our Common
Stock and our director and officer. Except as noted, the holder thereof has
sole voting and investment power with respect to the shares shown.
<TABLE>
Name and Address Amount of Beneficial Percent of
Of Beneficial Owner Ownership Outstanding Stock
<S> <C> <C>
Abaco Traders Limited 979,000 9.79%
29 Retirement Road
PO Box N7777
Nassau, Bahamas
Millennium Financial Corp. 800,000 8.00%
2243 Chatsworth Ct.
Henderson, NV 89014
Protocol Services, A.V.V. 900,000 9.00%
1128 Gate Dancer
Henderson, NV 89015
Rothschild Capital Corp 885,000 8.85%
1850 E Flamingo Rd #111
Las Vegas, NV 89119
Sperry Young & Stoecklein 980,000 9.80%
1850 E Flamingo Rd #111
Las Vegas, NV 89119
Norman Barrett 920,000 9.20%
3035 S. Monte Cristo Way
Las Vegas, NV 89117
Debra Nicholsen* 900,000 9.00%
1128 Gate Dancer
Henderson, NV 89015
Patricia Spreitzer 780,000 7.80%
3195 Surf Spray
Las Vegas, NV 89117
*All Executive Officers and
Directors as a Group
(1 Person) 900,000
</TABLE>
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, 5% stockholders or immediate family members of
such persons.
Increased Capitalization and Forward Split
On October 3, 1999 the stockholders voted to increase the total amount
of common stock authorized from twenty thousand (20,000) shares to twenty
million shares (20,000,000). Subsequently, each share of common stock, issued
and outstanding, was combined, reconstituted, and converted into 100 shares
of common stock, at $.001 par value, by a forward one to 100 (1-100) stock
split.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB filed on November 4, 1999, and
incorporated herein by reference.
3.2* By-Laws filed as an exhibit to the Company's registration statement
on Form 10-SB filed on November 4, 1999, and incorporated herein by
reference.
27 Financial Data Schedule
_____
* Previously filed
(b) There were no reports on Form 8-K filed by the Company during the
quarter ended December 31, 1999.
<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 report to be signed
on its behalf by the undersigned thereunto duly authorized.
COPSIL CORPORATION
By: /s/ Debra Nicholsen
Debra Nicholsen, President
Dated: March 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Debra Nicholsen
Debra Nicholsen Director March 28, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
ASSETS F-2
LIABILITIES AND STOCKHOLDERS' EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7/8
<PAGE>
BARRY L. FRIEDMAN, PC.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors January 10, 2000
CopSil Corporation
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of CopSil Corporation, (A
Development Stage Company), as of December 31, 1999, December 31, 1998, and
December 31, 1997, and the related statements of operations, stockholders,
equity and cash flows for period January 1, 1999, to December 31, 1999, and
the two years ended December 31, 1998, and December 31, 1997. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CopSil
Corporation, (A Development Stage Company), as of December 31, 1999, December
31, 1998, and December 31, 1997, and the results of its operations and cash
flows for the period January 1, 1999, to December 31, 1999, and for the two
years ended December 31, 1998, and December 31, 1997, 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 3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Barry Friedman
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
BALANCE SHEET
ASSETS
December December December
31, 1999 31, 1998 31, 1997
------------- --------- ---------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 9,174 $ 0 $ 0
------------- --------- ---------
TOTAL CURRENT ASSETS $ 9,174 $ 0 $ 0
------------- --------- ---------
OTHER ASSETS $ 0 $ 0 $ 0
------------- --------- ---------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------------- --------- ---------
TOTAL ASSETS $ 9,174 $ 0 $ 0
=========== ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
December December December
31, 1999 31, 1998 31, 1997
----------- ------------ -----------
<S> <C> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #6) $ 10,000 $ 0 $ 0
----------- ------------- -----------
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
----------- ------------- -----------
STOCKHOLDERS' EQUITY (Note #1)
Preferred stock, $.001 par
value
authorized 5,000,000 shares
issued and outstanding at
December 31, 1999-NONE $ 0
Common stock, $1.00 value
Authorized 20,000 shares
Issued and outstanding at
December 31, 1997- 10,000 shares $ 10,000
December 31, 1998- 10,000 shares $ 10,000
Common stock, par value $.001
Authorized 20,000,000 shares
issued and outstanding at
December 31, 1999-10,000,000 $ 10,000
shares
Additional paid in Capital 0 0 0 0
Deficit accumulated during
the development stage (10,826) (10,000) (10,000)
----------- ------------- -----------
TOTAL STOCKHOLDERS' EQUITY $ (826) $ 0 $ 0
----------- ------------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,174 $ 0 $ 0
========= =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year Year Apr. 19, 1994
1999, to Ended Ended (inception)
Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1999 1998 1997 1999
----------- ----------- ---------- -------------
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
----------- ----------- ---------- -------------
EXPENSES
General and
Administrative $ 26 $ 0 $ 0 $ 10,026
Accounting 800 0 0 800
----------- ----------- ---------- -------------
Total Expenses $ 826 $ 0 $ 0 $ 10,826
----------- ----------- ---------- -------------
Net Loss $ (826) $ 0 $ 0 $ (10,826)
Net Profit
or Loss(-)
Per weighted
Share (Note #1) $ NIL $ .0000 $ .0000 $ (.0001)
========= ========= ======== ===========
Weighted average
Number of common
shares outstanding 10,000,000 10,000,000 10,000,000 10,000,000
========= ========= ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in Lated
Shares Amount capital Deficit
----------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Balance,
December 31, 1996 10,000 $ 10,000 $ 0 $ (10,000)
Net loss year ended
December 31, 1997 0 0 0 0
----------- ----------- ------------ -------------
---
Balance,
December 31, 1997 10,000 $ 10,000 $ 0 $ 0
Net loss year ended
December 31, 1998 0 0 0 0
----------- ----------- ------------ -------------
Balance,
December 31, 1998 10,000 $ 10,000 $ 0 $ (10,000)
October 4, 1999
Changed from $1.00
par value to $.001
par value 0 (9,990) (9,990) 0
October 4, 1999
forward stock split
1,000:1 9,990,000 9,990 (9,990) 0
Net loss, January
1,1999, to
December 31, 1999 0 0 0 (826)
----------- ----------- ------------ -------------
Balance,
December 31, 1999 10,000,000 10,000 $ 0 $ (10,826)
=========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Apr. 14, 1992
Jan. 1, Year Year
1999, to Ended Ended (inception)
Dec. 31, Dec. 31, Dec. 31, To Dec. 31,
1999 1998 1997 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities:
Net Loss $ (826) $ 0 $ 0 $ (10,826)
Adjustment to
reconcile net loss
to net cash
provided by
operating
activities
Stock issued
for services 0 0 0 10,000
Changes in assets
and
Liabilities
Increase in
current
Officers Advances 10,000 0 0 10,000
------------ ------------ ------------ ------------
Net cash used in
operating activities $ 9,174 $ 0 $ 0 $ 9,174
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Additional
Contributed 0 0 0 0
Capital
Issuance of common
Stock For Cash 0 0 0 0
------------ ------------ ------------ ------------
Net increase(decrease)
in cash $ 9,174 $ 0 $ 0 $ 9,174
Cash, beginning of
Period 0 0 0 0
------------ ------------ ------------ ------------
Cash, end of period $ 9,174 $ 0 $ 0 $ 9,174
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
COPSIL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, December 31, 1998, and December 31,1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 19, 1994, under the laws of the State of
Nevada, as COPSIL CORPORATION. The Company has no operations and in
accordance with SFAS #7, is considered a development stage company.
On April 20, 1994, the company issued 10,000 shares of its $1.00 par
value common stock for services of $ 10,000.
On October 4, 1999, the State of Nevada approved the Company's restated
Articles of Incorporation, which increased its capitalization from 20,000
common shares of $1.00 par value to 20,000,000 common shares and 5,000,000
preferred stock both with a par value of $0.001 each.
Effective October 4, 1999, the Company had a forward stock split of
1,000 to 1, thus increasing the number of common shares outstanding from
10,000 common shares to 10,000,000 common shares.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The Statement of Position 98-5 ("SOP 98-5"),"Reporting on the Costs
of Start-Up Activities" which provides guidance on the financial reporting of
start-up costs and organization costs. It requires costs of start-up
activities and organization costs to be expensed-as incurred. With the
adoption of SOP 98-5 there has been little or no effect on the Company's
financial statements.
3. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
<PAGE>
COPSIL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
December 31, 1999, December 31, 1998, and December 31, 1997
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has no current source of
revenue. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating company.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real property. Office services
are provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 9,174
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,174
<CURRENT-LIABILITIES> 10,000
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,174
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 826
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (826)
<INCOME-TAX> (826)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (826)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
