DOWNLOAD FORMATTING INSTRUCTIONS FOR CORRECT PAGINATION:
PAGE SETUP: .5"TOP, .5"BOTTOM, .5"LEFT, .5"RIGHT
TYPE: COURIER NEW, 10pt
BEGIN PAGE AT "START"
(This space intentionally left blank.)
Start
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
CALYPSO FINANCIAL SERVICES, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 87-0638338
------------------------------ ------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)
CALYPSO FINANCIAL SERVICES, INC.
56 West 400 South
Suite 220
Salt Lake City, Utah 84101
--------------------------------------- --------
Address of principal executive offices) (Zip code)
Issuer's telephone number: (801) 322-3401
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
--------------------
(Title of Class)
<PAGE>
TABLE OF CONTENTS
Submission
Page
----
PART I
Item 1. Description of Business 3
Item 2. Plan of Operation 7
Item 3. Description of Property 11
Item 4. Security Ownership of Certain Beneficial Owners
and Management 12
Item 5. Directors, Executive Officers, Promoters and
Control Persons 12
Item 6. Executive Compensation 14
Item 7. Certain Relationships and Related Transactions 15
Item 8. Description of Securities 15
PART II
Item 1. Market for Common Equities and Related
Stockholder Matters 16
Item 2. Legal Proceedings 17
Item 3. Changes in and Disagreements with Accountants 18
Item 4. Recent Sales of Unregistered Securities 18
Item 5. Indemnification of Directors and Officers 18
PART F/S
Financial Statements 18
PART III
Item 1. Index to Exhibits 24
Item 2. Description of Exhibits 24
Signatures 24
Exhibit 3 (i) Articles of Incorporation 25
Exhibit 3 (ii) By-Laws 26
Exhibit 27 Financial Data Schedule 35
<PAGE>
PART I
Item 1. Description of Business
Calypso Financial Services (the "Company") was incorporated on July 27, 1999
under the laws of the State of Delaware, for the purpose of acquiring assets
or shares of an entity actively engaged in business which generates revenues,
in exchange for Calypso Financial Services securities.
The Company is filing this registration statement on a voluntary basis because
the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
The Company has been in the developmental stage since 1999 and has had no
operations since 1999. The proposed business activities described herein
classify the Company as a "blank check" company. 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 the
Company's securities or undertake any offering of the Company's securities,
either debt or equity, until such time as the Company has successfully
implemented its business plan described herein.
Forward Looking Statements
The Company cautions readers regarding certain forward looking statements in
the following discussion and elsewhere in this registration statement or any
other statement made by, or on the behalf of the Company, whether or not in
future filings with the Securities and Exchange Commission. Forward looking
statements are not based on historical information but relate to future
operations, strategies, financial results or other developments. Forward
looking statements are necessarily based upon estimates and assumptions that
are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's
control and many of which, with respect to future business decisions, are
subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those
expressed in any forward looking statements made by, or on behalf of, the
Company. The Company disclaims any obligation to update forward looking
statements.
Risk Factors
The Company's business is subject to numerous risk factors, including the
following:
The Company has No Operating History or Revenue or Assets.
The Company has had no operating history since 1999 nor any revenues or
earnings from operations. The Company has no significant assets nor financial
resources. The Company will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss
which will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.
The Company's Proposed Operations are Highly Speculative Because It Has No
Acquisitions Currently Planned.
The success of the Company's proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
<PAGE>
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting such
criteria. In the event the Company completes a business combination, of which
there can be no assurance, the success of the Company's operations may be
dependent upon management of the successor firm or venture partner firm and
numerous other factors beyond the Company's control.
The Company Does Not Have Sources for Working Capital if Needed.
The timing and amount of capital requirements are not entirely within the
Company's control and cannot accurately be predicted. If capital is required,
the Company may require financing sooner than anticipated. The Company has no
commitments for financing, and cannot be sure that any financing would be
available in a timely manner, on acceptable terms, or at all. Further, any
equity financing could reduce ownership of existing stockholders and any
borrowed money could involve restrictions on future capital raising
activities and other financial and operational matters. If the Company is
unable to obtain financing as needed, it could be bankrupt. The proposed
business activities described herein classify us as a "blank check" company.
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 or undertake any offering of our securities, either debt or
equity, until such time as we have successfully implemented its business plan
described herein.
There is a Scarcity of and Competition for Business Opportunities and
Combinations.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
The Company has No Agreement for a Business Combination or Other Transaction
and Has No Standards for a Business Combination.
The Company has no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require a target business opportunity to have achieved,
and without which the Company would not consider a business combination in any
form with such business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.
<PAGE>
Management will Retain Control But Work Part-time.
While seeking a business combination, management anticipates devoting up to
twenty hours per month to the business of the Company. None of the Company's
officers has entered into a written employment agreement with the Company and
none is expected to do so in the foreseeable future. The Company has not
obtained key man life insurance on any of its officers or directors.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood of continuing
operations. See "Item 5 - Directors, Executive Officers, Promoters and Control
Persons."
Officers and Directors May Have Conflicts of Interest.
Officers and directors of the Company may in the future participate in business
ventures which could be deemed to compete directly with the Company. Additional
conflicts of interest and non-arms length transactions may also arise in the
future in the event the Company's officers or directors are involved in the
management of any firm with which the Company transacts business. Management
has adopted a policy that the Company will not seek a merger with, or
acquisition of, any entity in which management serve as officers, directors or
partners, or in which they or their family members own or hold any ownership
interest.
Reporting Requirements May Delay or Preclude Acquisition.
Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") require companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company. Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.
The Company Lacks Market Research and Marketing Organization.
The Company has neither conducted, nor have others made available to it, results
of market research indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not have, and does not
plan to establish, a marketing organization. Even in the event demand is
identified for a merger or acquisition contemplated by the Company, there is no
assurance the Company will be successful in completing any such business
combination.
The Company Lacks Diversification.
The Company's proposed operations, even if successful, will in all likelihood
result in the Company engaging in a business combination with a business
opportunity. Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with or acquires.
The Company's inability to diversify its activities into a number of areas may
subject the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company's
operations.
<PAGE>
The Company May be Subject to Regulation as a Holding Company.
Although the Company will be subject to regulation under the Securities Exchange
Act of 1934, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event the
Company engages in business combinations which result in the Company holding
passive investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company
has obtained no formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.
The Company Will Have a Probable Change in Control and Management
A business combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private company obtaining a
controlling interest in the Company. Any such business combination may require
management of the Company to sell or transfer all or a portion of the Company's
Common Shares held by them, or resign as members of the Board of Directors of
the Company. The resulting change in control of the Company could result in
removal of one or more present officers and directors of the Company and a
corresponding reduction in or elimination of their participation in the future
affairs of the Company.
Reduction of Percentage Share Ownership Following Business Combination Will
Effect Voting Control.
The Company's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in the Company
issuing securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the
Company.
The Company Will Have Disadvantages as a Blank Check Company.
The Company may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with the Company. Such
consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or unwillingness
to comply with various federal and state laws enacted for the protection of
investors.
Federal and State Tax Consequences Will be Major Consideration in any Business
Combination the Company May Undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
<PAGE>
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.
The Requirement of Audited Financial Statements May Disqualify Business
Opportunities.
Management of the Company believes that any potential business opportunity must
provide audited financial statements for review, for the protection of all
parties to the business combination. One or more attractive business
opportunities may choose to forego the possibility of a business combination
with the Company, rather than incur the expenses associated with preparing
audited financial statements.
Control by Officers, Directors and Existing Shareholders Could Prevent Changes
in Management.
Currently, the directors as a group have the right to vote a majority of
the outstanding shares of common stock. This small group will control the
operations of our company and make it very hard to elect other management for
us. As a result, the present officers, directors and shareholders will
continue to control our operations, including the election of directors
and, except as otherwise provided by law, other matters submitted to a vote of
shareholders, including a merger, consolidation or other important matters.
We Provide Indemnification of Officers and Directors and It May be Difficult to
Sue Them.
The Delaware Statutes permit a corporation to indemnify persons including
officers and directors who are or are threatened to be made parties to any
threatened, pending or completed action, suit or proceeding, against all
expenses including attorneys' fees actually and reasonably incurred by, or
imposed upon, him in connection with the defense of action, suit or proceeding
by reason of his being or having been a director or officer, except where he has
been adjudged by a court of competent jurisdiction and after exhaustion of all
appeals to be liable for gross negligence or willful misconduct in the
performance of duty. Our Bylaws provide that we shall indemnify our officers and
directors to the extent permitted by the Delaware law and thereby limit the
actions that may be taken by you against the officers and directors.
Dividend Policy
We have never declared or paid any cash dividends on our stock and do not
anticipate paying cash dividends in the foreseeable future. The payment of
cash dividends, if any, in the future will be at the sole discretion of the
Board of Directors.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
The Company has no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary contact or
discussions with any representative of any other company regarding the
possibility of an acquisition or merger between the Company and such other
company as of the date of this Registration Statement.
The Company has no full time employees. The Company's President and Secretary
have agreed to allocate a portion of their time to the activities of the
<PAGE>
Company, without compensation. These officers anticipate that the business plan
of the Company can be implemented by their devoting minimal time per month to
the business affairs of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such officers. See "Item 5
- Directors, Executive Officers, Promoters and Control Persons - Resumes."
The Company's officers and directors may, in the future, become involved with
other companies who have a business purpose similar to that of the Company. As
a result, additional potential conflicts of interest may arise in the future. If
such a conflict does arise and an officer or director of the Company is
presented with business opportunities under circumstances where there may be a
doubt as to whether the opportunity should belong to the Company or another
"blank check" company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which more than one
company desires to merge with or acquire that target company and the principals
of the proposed target company has no preference as to which company will merge
or acquire such target company, the company which first filed a registration
statement with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction.
The Bylaws of the Company provide that the Company shall possess and may
indemnify officers and/or directors of the Company for liabilities, which can
include liabilities arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities subject to such
indemnification. See "Part II - Item 5 - Indemnification of Directors and
Officers."
General Business Plan
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See "Part F/S -
Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company 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. The Company
may acquire assets and establish wholly owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes 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, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur 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.
<PAGE>
The Company has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes the Company 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. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act") specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will 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 the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible,
the Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters relating
to the new business of the Company, shall rely upon their own efforts and, to a
much lesser extent, the efforts of the Company's shareholders, in accomplishing
the business purposes of the Company. It is not anticipated that any outside
consultants or advisors will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does retain such an
outside consultant or advisor, management will review such consultant or
advisor's credentials as well as his or her experience and reputation in
providing advice to management in implementing its business plan, which services
will be limited to analysis of a prospective merger or acquisition candidate to
assist management in evaluating a particular candidate and any cash fee earned
by such party will need to be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets with which to pay such obligation.
There have been no contracts or agreements with any outside consultants and none
are anticipated in the future.
The Company will not restrict its search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which the
Company 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 the Company may offer. However, the Company does not
intend to obtain funds in one or more private placements to finance the
<PAGE>
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
no capital with which to pay these anticipated expenses, present management of
the Company will pay these charges with their personal funds, as interest free
loans to the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or acquisition
candidate. Management has agreed among themselves that the repayment of any
loans made on behalf of the Company will not impede, or be made conditional in
any manner, to consummation of a proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Any terms of sale of the shares presently held by
officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
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, the Company 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 the Company has successfully consummated a merger or acquisition
and the Company is no longer considered a "shell" company. Until such time as
this occurs, the Company will not attempt to register any additional securities.
The issuance of substantial additional securities and their potential sale into
any trading market which may develop in the Company's securities may have a
depressive effect on the value of the Company's securities in the future, if
such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order
to obtain tax-free treatment under the Code, it may be necessary for the owners
of the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis of verification of certain
information provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which
the Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
<PAGE>
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's pre-merger shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and
after such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated herein above, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The
Company is subject to all of the reporting requirements included in the 34 Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial
statements included in its 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 the Company's compliance with the
requirements of the 34 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable, at the discretion of the present management of the
Company. If such transaction is voided, the agreement will also contain a
provision providing for the acquisition entity to reimburse the Company for all
costs associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and
limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.
Item 3. Description of Property
The Company has no properties and at this time has no agreements to acquire any
properties. The Company intends to attempt to acquire assets or a business in
exchange for its securities which assets or business is determined to be
desirable for its objectives.
The Company operates from its offices at 56 W. 400 S. Suite 220, Salt Lake
City, Utah 84101. This space is provided to the Company on a rent free basis
by Geoffery Williams, a director/officer/shareholder of the Company, and it is
<PAGE>
anticipated that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition. Management believes that this
space will meet the Company's needs for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
<TABLE>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class(1)
---------------- ----------------------- ----------------- ------------
<S> <C> <C> <C>
Common J. Rockwell Smith (2) 600,000 40.0%
Common Edward Cowle (2) 600,000 40.0%
Common Geoffery Williams (2) 284,200 18.9%
Common All Officers and Directors 1,484,000 98.9%
as a Group (3 persons)
</TABLE>
(1) Based on 1,500,000 shares outstanding.
(2) Officer and Director of the Company.
The balance of the Company's securities are held by thirty three persons.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The directors and officers of the Company are as follows:
<TABLE>
Name Age Position
---- --- --------
<C> <S> <S>
J. Rockwell Smith 58 Chairman of the Board
Edward Cowle 44 President, Chief Executive
Officer, Principal
Financial Officer and
Director
Geoffery Williams 30 Director
The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation, retirement, removal, or
disqualification, or until their successors have been duly elected and
qualified. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of the Company serve at the will of
the Board of Directors.
The Company does not presently intend to issue any additional stock to
<PAGE>
management or promoters or their affiliates or associates in exchange for their
services or for any other consideration. However, f a business opportunity
is found which meet the criteria for the Company, incentive stock options
may be considered for management only by the Board of Directors, but
only under a strict set of criteria based upon the performance of the Company.
There are no agreements or understanding for any officer or director to resign
at the understanding of any other person and none of the officers or directors
are acting on behalf or will act at the direction of any other person.
Only the participation of the named officers and directors will be material to
the operations of the Company and no promoters exist who will act on behalf of
the Company.
Resumes
J. Rockwell Smith has been President and Director of the Company since its
inception in 1999. From 1977 to 1989, Mr. Smith owned and operated his own
construction company in Park City, Utah, Rocky Smith Construction, which
supervised construction projects in the Park City resort community. From 1990
to the present, Mr. Smith has been employed as a driver by the Park City
Transportation Company. Mr. Smith studied engineering at Seattle University and
the University of Washington.
Edward Cowle, has been a major stockholder in Highland Capital Group and in that
capacity has acted as a private investor in arranging numerous financial
transactions for private and public companies from 1994 to the present. Before
his involvement with Highland Capital Group, Mr. Cowle was a Senior Vice
President of Paine Webber, Inc. and held a Series 7 and 63 securities license
from 1992 to 1994. Prior to Paine Webber, Mr. Cowle was employed by Bear Sterns
& Co. and held the same licenses from 1991 to 1992. From 1983 to 1991, Mr.
Cowle was self employed as a private investor who arranged financing for private
and public companies. From 1980 to 1983, Mr. Cowle was employed as a
stockbroker by V.A.S. Unified. Mr. Cowle is a graduate of Vermont Law School
and Fairleigh Dickenson University.
Geoffery Williams, is Vice President of Williams Investment Company and has been
employed by the firm since 1994. Mr. Williams, the son of the founder of
Williams Investment Company, Deworth Williams, and has studied at several
universities including the Sorbonne in Paris, France.
Prior "Blank Check" Experience
Companies that J. Rockwell Smith has served as an officer and director:
J. Rockwell Smith has not served as an officer or director of any "blank check"
companies.
Companies that Edward Cowle has served as an officer and director:
Edward Cowle has not served as an officer or director of any "blank check"
companies.
Companies that Geoffery Williams has served as an officer and director:
Geoffery Williams has not served as an officer or director of any "blank check"
companies.
Conflicts of Interest
Members of the Company's management are associated with other firms involved in
a range of business activities. Consequently, there are potential inherent
<PAGE>
conflicts of interest in their acting as officers and directors of the Company.
Insofar as the officers and directors are engaged in other business activities,
management anticipates it will devote only a minor amount of time to the
Company's affairs.
The officers and directors of the Company are now and may in the future become
shareholders, officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those conducted by the
Company.
Accordingly, additional direct conflicts of interest may arise in the future
with respect to such individuals acting on behalf of the Company or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individuals in the performance
of their duties or otherwise. The Company does not currently have a right of
first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.
The officers and directors are, so long as they are officers or directors of the
Company, subject to the restriction that all opportunities contemplated by the
Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will
be a breach of the fiduciary duties of the officer or director. If the Company
or the companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and directors
would abstain from negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so. Furthermore, no officer or director of the Company has
ever promoted, is promoting or will be promoting any other blank check company
during their tenure as an officer and director of the Company. Accordingly,
there presently exists no conflict of interest in this regard. Except as set
forth above, the Company has not adopted any other conflict of interest policy
with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business
combinations which result in the Company holding passive investment interests
in a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be required
to register as an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material adverse
consequences. The Company's Board of Directors unanimously approved a
resolution stating that it is the Company's desire to be exempt from the
Investment Company Act of 1940 via Regulation 3a-2 thereto.
Item 6. Executive Compensation.
None of the Company's officers and/or directors receive any compensation for
their respective services rendered unto the Company, except for the issuance of
1,500,000 shares of common stock with a value of $15.00. They all have
agreed to act without compensation until authorized by the Board of Directors,
<PAGE>
which is not expected to occur until the Company has generated revenues from
operations after consummation of a merger or acquisition. As of the date of
this Registration Statement, the Company has no funds available to pay
directors. Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company and the Company does not intend to
issue any securities to its officers and/or directors in consideration for their
services.
It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to members
of management will not be a consideration in the Company's decision to
undertake any proposed transaction. Each member of management has agreed to
disclose to the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any prospective
merger or acquisition candidate, the proposed transaction will not be approved
by the Company's Board of Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part of the terms
of the proposed transaction, or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this Registration Statement, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 20,000,000 shares, all of
which are Common Shares, par value $0.00001 per share. There are 1,500,000
Common Shares issued and outstanding as of the date of this filing. There
are no preferred shares authorized, issued or outstanding.
Common Stock. All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
<PAGE>
preemptive, subscription, conversion or redemption rights and may be issued only
as fully-paid and non-assessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority
of the issued and outstanding shares of Common Stock represented at any
meeting at which a quorum is present will be able to elect the entire Board of
Directors if they so choose and, in such event, the holders of the remaining
shares of Common Stock will not be able to elect any directors. In the event of
liquidation of the Company, each shareholder is entitled to receive a
proportionate share of the Company's assets available for distribution to
shareholders after the payment of liabilities and after distribution in full
of preferential amounts, if any. All shares of the Company's Common Stock
issued and outstanding are fully-paid and non-assessable. Holders of the
Common Stock are entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of Directors
out of funds legally available therefor.
The proposed business activities described herein classify the Company as a
"blank check" company. 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 the Company's securities until such time as the Company has successfully
implemented its business plan described herein.
PART II
Item 1. Market Price for Common Equity and Related Stockholder Matters.
There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. Market Price. The Company's Common Stock is not quoted at the present
time.
The Securities and Exchange Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer
must (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination
that the transactions in penny stocks are suitable for that person and that
person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks. The
broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability determination;
and (ii) that the broker or dealer received a signed, written agreement from
the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering
<PAGE>
and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has established criteria for continued NASDAQ eligibility.
In order to continue to be included on NASDAQ, a company must maintain
$2,000,000 in total assets, a $200,000 market value of its publicly traded
securities and $1,000,000 in total capital and surplus. In addition,
continued inclusion requires two market-makers and a minimum bid price of
$1.00 per share, provided, however, that if a company falls below such minimum
bid price it will remain eligible for continued inclusion on NASDAQ if the
market value of its publicly traded securities is at least $1,000,000 and the
Company has $2,000,000 in capital and surplus. The NASD is presently
considering increasing these standards, but as of the date of this Registration
Statement, no definitive action has been taken in this regard.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.
b. Holders. There are Thirty six (36) holders of the Company's Common
Stock. During 1999 the Company issued 1,500,000 shares to various individuals
for $500.00 cash. Presently there are 1,500,000 shares of the Company's common
stock outstanding with 20,000,000 common shares authorized.
All of the issued and outstanding shares of the Company's Common Stock were
issued pursuant to exemption from the registration requirements included under
the predecessor to Rule 506 of Regulation D of the Securities Act of 1933, as
amended.
As of the date of this Registration Statement, 0 shares of the Company's
Common Stock are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one-year holding period, under certain
circumstances, may sell within any three-month period, a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.
c. Dividends. The Company has not paid any dividends to date and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the Company.
<PAGE>
Item 3. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
The Company has only been audited by its current accountants and has no
disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
None.
Item 5. Indemnification of Directors and Officers.
The Company's By-Laws include provisions providing for the indemnification of
officers and directors and other persons against expenses, judgments, fines and
amounts paid in settlement in connection with threatened, pending or completed
suits or proceedings against such persons by reason of serving or having served
as officers, directors or in other capacities, except in relation to matters
with respect to which such persons shall be determined not to have acted
in good faith and in the best interests of the Company. With respect to matters
as to which the Company's officers and directors and others are determined
to be liable for misconduct or negligence, including gross negligence in the
performance of their duties to the Company, Nevada law provides for
indemnification only to the extent that the court in which the action or suit
is brought determines that such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to officers, directors or persons controlling the Company pursuant to
the foregoing, the Company has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
In accordance with the laws of the State of Delaware, the Company's By-Laws
authorize indemnification of a director, officer, employee, or agent of the
Company for expenses incurred in connection with any action, suit, or proceeding
to which he or she is named a party by reason of his having acted or served in
such capacity, except for liabilities arising from his own misconduct or
negligence in performance of his or her duty. In addition, even a director,
officer, employee, or agent of the Company who was found liable for misconduct
or negligence in the performance of his or her duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers,
or persons controlling the issuing Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
PART F/S
Financial Statements.
The following financial statements are attached to this Registration Statement
and filed as a part thereof.
<PAGE>
CALYPSO FINANCIAL SERVICES
INDEX TO FINANCIAL STATEMENT
Independent Auditor's Report
Balance Sheet as of September 15, 1999
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to the Financial Statements
CALYPSO FINANCIAL SERVICES
A DEVELOPMENT STAGE COMPANY
NOTES TO FINANCIAL STATEMENT
SEPTEMBER 15, 1999
JACK F. BURKE, JR.
CERTIFIED PUBLIC ACCOUNTANT
P. O. BOX 15728
HATTIESBURG, MS. 39404
REPORT OF INDEPENDENT AUDITOR
The Board of Directors
Calypso Financial Services
Salt Lake City, Utah
I have audited the accompanying balance sheet of Calypso Financial Services (A
Development Stage Company) as of September 15, 1999 and the related statements
of operations, stockholders' equity and cash flows for seven days then ended.
These financial statements are the responsibility of Calypso Financial Services
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 I 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 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 Calypso Financial Services, (A
Development Stage Company) as of September 15, 1999 and the results of its
operations and its cash flows for the seven days ended 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 2 to the financial
statements, the company is a development stage company with no significant
operating results to date. Unless the company is able to obtain significant
outside financing, there is a substantial doubt about its ability to continue as
a going concern. Management plans in regard to the matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of the uncertainty.
Sincerely,
Jack F. Burke, Jr.
September 16, 1999
<PAGE>
CALYPSO FINANCIAL SERVICES
A Development Stage Company
Balance Sheet
September 16, 1999
</TABLE>
<TABLE>
Assets
<S> <C>
Current Assets
Cash in Bank $ 500
----------
Total Current Assets $ 500
==========
Current Liabilities
Total Current Liabilities 0
----------
Total liabilities 0
Stockholders' Equity
Common Stock- 20,000,000 shares, par value
$.00001 authorized, 1,500,000 shares issued 15
Additional paid-in capital 485
Retained earnings 0
----------
Total Stockholders' Equity 500
----------
Total Liabilities and Stockholders' Equity $ 500
==========
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
CALYPSO FINANCIAL SERVICES
A Development Stage Company
Statement of Operations
Seven Days Ended September 15, 1999
<TABLE>
<C> <S>
Income $ 0
Expense 0
----------
Net Gain (Loss) 0
==========
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
CALYPSO FINANCIAL SERVICES
A Development Stage Company
Analysis of Stockholders' Equity
Seven Days Ended September 15, 1999
<TABLE>
Additional
Paid-in Retained
Common Stock Capital Earnings
------------ ---------- ---------
<C> <S> <S> <S>
1,500,000 shares common stock
at $.00001 par issued September
8, 1999 15 485 -
Net Gain (L0s) for seven days ended - - -
September 15, 1999 - - 0
------------ ---------- ---------
Balance September 15, 1999 15 $ 485 $ 0
============ ========== =========
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
CALYPSO FINANCIAL SERVICES
A Development Stage Company
Statement of Cash Flows
Seven Days Ended September 15, 1999
<TABLE>
<C> <S>
Cash Flows from Operating Activities $ 0
Cash Flows from Investing Activities 0
Cash Flows from Financing Activities
Sale of Common Stock 500
-------------
Net Cash Provided by Financing Activities 500
Beginning Balance 0
-------------
Ending Balance 500
=============
</TABLE>
The Accompanying "Notes to Financial Statements" Are An Integral Part of
These Financial Statements
<PAGE>
CALYPSO FINANCIAL SERVICES
A Development Stage Company
Notes to Financial Statements
September 15, 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - CALYPSO FINANCIAL SERVICES was formed on July 27, 1999 and stock
was issued on September 8, 1999. The company has not begun any operations.
CAPITAL STOCK - Twenty Million (20,000,000) shares of common stock with a par
value of $.00001 was authorized and one million five hundred thousand
(1,500,000) shares were issued for five hundred dollars ($500).
NOTE 2 - GOING CONCERN
The company's financial statements have been presented on the basis that it is a
going concern which contemplates the realization of assets and the liquidation
of liabilities in the normal course of business operations. The company is in
the development stage and has not realized any revenues from operations. The
company s ability to continue as a going concern is dependent on its ability to
develop additional source, of capital or locate a merger candidate and
ultimately achieve profitable operating. The accompanying financial statements
do not include any adjustments that might result from the outcome of these
uncertainties. Management is seeking additional capital which would enable the
company to began operating.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The company is considered a development stage company as it is dormant and
planned principle operations have not developed.
PART III
Item 1. Exhibit Index
No. Sequential
Page No.
(3) Certificate of Incorporation and Bylaws
3.1 Certificate of Incorporation
3.2 Bylaws
(27) Financial Data Schedule
27.1 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 12 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.
CALYPSO FINANCIAL SERVICES
By: /s/ Edward Cowle
--------------------------
Edward Cowle, President
<PAGE>
