Registration No. 0-28437
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
INTECHNOLOGIES, INC.
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(Name of Small Business Issuer in its charter)
DELAWARE 95-4737504
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(State or other jurisdiction (I.R.S. I.D. No.)
of incorporation or organization)
321 NORTH MALL DRIVE, SUITE K-102, ST. GEORGE, UT 84790
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(Address of principal executive offices) (Zip code)
(435) 656-3677
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(Issuer's telephone number)
Securities to be registered under Section
12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
None Not applicable
Securities to be registered under Section
12(g) of the Act:
COMMON STOCK PAR VALUE $.001
(Title of class)
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INTECHNOLOGIES, INC.
FORM 10-SB
Table of Contents
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PART I
Item 1. Description of Business 1
Item 2. Management's Discussion and Analysis
of Financial Conditions and Results of Operation 2
Item 3. Description of Property 9
Item 4. Security Ownership of Certain Beneficial
Owners and Management 10
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 Price of and Dividends on the Registrant's
Common Equity and other Stockholder Matters 16
Item 2. Legal Proceedings 16
Item 3. Changes in and Disagreements with Accountants 16
Item 4. Recent Sales of Unregistered Securities 17
Item 5. Indemnification of Directors and Officers 17
PART F/S
Independent Auditors' Report and Financial Statements 18
PART III
Item 1. Index to Exhibits 19
Signatures 19
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company
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InTechnologies, Inc. (formerly JETCO, INC.) is a development stage company
incorporated on April 27, 1998. The Company commenced operations on April 7,
1999.
On January 25, 2000, Jetco, Inc. ("Jetco" or the "Registrant"), a Delaware
Corporation, entered into a Merger Agreement (the "Merger Agreement") with
AmeriStar Corp. ("AmStar"), a Nevada corporation. Pursuant to the terms of the
Merger Agreement, and subject to the conditions set forth therein (including
approval of the transactions by the stockholders), AmStar was merged with and
into Jetco (the "Merger"). The Merger was effective as of January 25, 2000. The
separate existence of AmStar ceased. Jetco is the surviving corporation, the
name of which was changed to "InTechnologies, Inc."
As of January 25, 2000, 25,000,000 shares of Registrant's common stock were
issued and outstanding. 23,750,000 common shares are held by the shareholders of
AmStar and 1,250,000 common shares are held by the existing shareholders of
Jetco.
On the effective date of the Merger, the officers and director of Jetco,
Inc. resigned and new officers and directors of Registrant were elected. (See
Item 5, "Executive Officers and Directors".)
The Registrant intends to continue the business development formerly
undertaken by AmeriStar Corp., a Nevada corporation ("AmStar").
Business
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Registrant is seeking to acquire businesses or interests therein that
develop and distribute information technology products and services to federal,
state and local governments and industrial firms in North America. Registrant
expects to initially fund its activities through funds derived from a private
investor.
Registrant intends to make investments in early stage companies that have
developed computer, communication and Internet technologies that can be
distributed through businesses in which Registrant holds an interest or can
benefit from the expertise of Registrant's management or the management of one
of such acquired businesses. Senior executives of Registrant have identified a
number of companies which have developed cutting edge technologies in the fields
of computer and telephone technologies, although no agreements have been reached
with any of them. The identity of these target businesses has been approved by
the private investor.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of the results of operations and financial
condition should be read in conjunction with the audited financial statements
and related notes appearing subsequently in Part F/S under the caption
"Independent Auditor's Report and Financial Statements".
Results of Operations
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From inception to April 6, 1999 the Company was totally inactive and had
not commenced any formal business operations. On April 7, 1999, the Company
commenced certain limited business operations and all such activity to December
31, 1999 relates to the Company's formation, proposed fund raising and
identification of the proprietary technology and last mile cable system.
For the current fiscal year, the Company anticipates incurring a loss as a
result of expenses associated with registration and compliance under the
Securities Exchange Act of 1934 and expenses associated with developing and
marketing its technology and cable system.
Liquidity and Capital Resources
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On the date of incorporation, 100 shares were issued to PageOne Business
Productions, LLC for consulting services. On March 22, 1999, the Company entered
into two Stock Purchase Agreements for the sale of its Common Stock which were
exempt from registration pursuant to Regulation D of the Securities Act of 1933,
as amended. PageOne Business Productions, LLC purchased 100 shares of Common
Stock at a price of $1.00 per share. Appletree Investment Company, Ltd.
Purchased 900 shares of Common Stock at a price of $1.00 per share.
The Company received a non-interest bearing loan of $7,245 from PageOne
Business Productions, LLC to fund expenses, including legal and accounting fees
incurred in conjunction with the preparation and filing of this registration
statement and future compliance with its ongoing reporting obligations. George
Todt sits on the management of both JETCO and PageOne. See Item 7. "Certain
Relationships and Related Transactions."
Until the Merger described in Item 1, the Company had experienced no
significant change in liquidity, capital resources or stockholder's equity other
than the sale of 1,000 shares of Common Stock and a non-interest bearing loan to
the Company.
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Subsequent to the Merger, Registrant is seeking to acquire businesses or
interests therein that develop and distribute information technology products
and services to federal, state and local governments and industrial firms in
North America. Registrant expects to initially fund its activities through funds
derived from a private investor.
AmStar executed agreements with an investor to borrow up to $65 million.
All or portions of this debt are required to be converted into shares of the
Registrant, provided certain terms and conditions are met, the principal one of
which relates to the market price of Registrant's stock on the maturity date of
each debt advance.
A copy of the Loan Agreement and Subscription Agreement have been filed as
exhibits to the Registrant's 8-K Current Report (Exhibits 10.2 and 10.3,
respectively) and are incorporated herein in their entirety. The description of
each exhibit contained in this registration statement is modified by such
reference.
Registrant intends to acquire businesses that develop and distribute
information technology products and services to government and industry.
Registrant also intends to make investments in early stage companies that have
developed computer, communication and Internet technologies that can be
distributed through businesses in which Registrant holds an interest or can
benefit from the expertise of Registrant's management or the management of one
of such acquired businesses. Senior executives of Registrant have identified a
number of companies which have developed cutting edge technologies in the fields
of computer and telephone technologies, although no agreements have been reached
with any of them. The identity of these target businesses has been approved by
the private investor.
Up to $65 million of the financing for Registrant's intended acquisitions,
investments and working capital may be obtained from a Florida resident. The
entire amount of the loan is dependent upon the happening of certain conditions.
The loan agreement requires the advance to Registrant of $3.5 million upon
either (a) Registrant's common stock closing at a price of at least $5.00 per
share on at least 20 days out of 30 days with an average trading volume of at
least 15,000 shares per day, or (b) when Registrant has agreements with at least
three companies approved by the investor with the only remaining condition to
closing with such companies being the actual advance to Registrant of $3.5
million.
Subsequent to this first advance, the loan agreement provides for three
closings in the amount of $10,500,000 each and, then, three closings each in the
amount of $10,000,000 scheduled in sequence. Each closing is subject to the
daily closing market price of Registrant's common stock being at least $5.00 per
share and trading at an average volume of at least 15,000 shares per day for at
least 20 out of the preceding 30 days. The individual loans funded in this
manner bear interest at the rate of 6% per annum (18% per annum after maturity)
and each is for a term of one year.
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Simultaneously with the execution of the loan agreement, the investor
subscribed to shares of Registrant's common stock. Under the subscription
agreement, the investor is required to purchase 5,000,000 shares at a price of
$7.00 per share and 3,000,000 shares at a price of $10.00 per share, for an
aggregate investment of $65 million. As each loan is closed (after the first
loan), the investor is obligated to deliver to Registrant the note received by
the investor at the preceding loan closing. Therefore, in order to obtain
cancellation of the loans made to Registrant and receive the Registrant's shares
to which the investor subscribed, Registrant's common stock must continue to
trade at a price of $5.00 per share with an average trading volume of at least
15,000 shares for at least 20 out of 30 days between each loan closing. In the
event the closing price of Registrant's common stock does not reach $5.00 for
the required period of time prior to the maturity of an outstanding loan
(approximately one year), Registrant would be required to pay such outstanding
loan. In such case, it is not likely that Registrant will have sufficient funds
with which to meet the obligation, resulting in Registrant being forced to sell
assets at below market prices or allow the loan obligation to go into default.
(See Risk Factors.)
RISK FACTORS RELATED TO THE MARKET FOR REGISTRANT'S SECURITIES
NO CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES. There is currently no
established public trading market for the securities of the Company. The Company
intends to apply for admission to quotation of its securities on the NASD OTC
Bulletin Board and, if and when qualified, it intends to apply for admission to
quotation on the NASDAQ SmallCap Market. There can be no assurance that an
active or regular trading market for the common stock will develop or that, if
developed, will be sustained. Various factors, such as the Company's operating
results, changes in laws, rules or regulations, general market fluctuations,
changes in financial estimates by securities analysts and other factors may have
a significant impact on the market price of the Company's securities. The market
price for the securities of public companies often experience wide fluctuations
which are not necessarily related to the operating performance of such public
companies such as high interest rates or impact of overseas markets.
PENNY STOCK REGULATION. Upon commencement of trading in the Company's stock, if
such occurs (of which there can be no assurance) the Company's common stock may
be deemed a penny stock. Penny stocks generally are equity securities with a
price of less than $5.00 per share other than securities registered on certain
national securities exchanges or quoted on the NASDAQ Stock Market, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The Company's securities may
be subject to "penny stock rules" that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
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stock, unless exempt, the "penny stock rules" require the delivery, prior to the
transaction, of a disclosure schedule prescribed by the Commission relating to
the penny stock market. The broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statement must be sent
disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell the Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such securities
maintain a market price of $5.00 or greater. There can be no assurance that the
price of the Company's securities will reach or maintain such a level.
PRESENT FUNDING ARRANGEMENTS
As earlier described (see discussion on pages 3-4), the Registrant entered
into an agreement with a Florida investor for the loan of a maximum of $65
million. The initial advance ($3.5 million) is for one year and depends on
either the existence of a stable market for the Registrant's shares (trading for
15 days during any 20 trading days for $5.00 per share at volumes of at least
15,000 shares) or the completion of negotiations and entrance into definitive
contracts for the acquisition of or investment in three companies having
information technology businesses, upon terms acceptable to the investor.
Further advances are to be made if Registrant's shares maintain a market price
and duration described above. Each loan advance is for one year. At the maturity
of each advance, the loan is to be converted into shares of Registrant's stock
(at a predetermined price per share), if, but only if, the market price for such
shares is in excess of $5.00 per share, which market has been maintained for the
periods and in the trading depth described above. As a result, Registrant is now
entirely dependent upon not only the development of a market for its shares, but
a trading market of the foregoing character and extent. It is possible, for
example, for Registrant to have received initial and some subsequent fundings,
all of which were used to acquire target companies or interests therein. Those
shares or interests would be illiquid. If one or more of the target companies
does poorly, the market price of Registrant's stock might become adversely
impacted. Since each advance is due in one year, unless the market price of
Registrant's stock is at or above $5.00 per share for a period of time and in an
average trading volume as described above, the debt will not be exchanged for
common stock, and the Registrant may be in default of its obligation. Under
those circumstances, unless the Registrant obtained further financing or sold
its interests in one or more of its investments or holdings, the holder of the
debt could foreclose, with the result that the other stockholders may suffer a
loss of all of their investment.
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MARKET PRICE MAY BE ADVERSELY AFFECTED BY EXISTING CONTRACT ARRANGEMENTS.
The former holders of Registrant's stock will have the right to sell their
shares during the first year subsequent to the merger date. In addition, the
subscription agreement pursuant to which the Florida investor is required to
exchange Registrant's shares for matured debt borrowed from the investor
provides for the registration of such shares upon the happening of certain
events, including the investor's demand. Even if a substantial trading market
for Registrant's common stock develops, the mere existence of these shares as
potential additions to the supply of shares at any time may adversely affect
both the market price of the shares or the ability to attract a sufficient
number of investors to maintain the market price and trading range and volume
necessary to require the conversion of the investor's debt into Registrant's
common stock.
THE CONCENTRATED OWNERSHIP OF REGISTRANT'S SHARES MAY RESULT IN CONFLICTS OF
INTEREST TO REGISTRANT'S POSSIBLE DETRIMENT
As indicated below ("Ownership of Registrant is Concentrated," page 15), a
separate corporation, AmeriStar Network, Inc. ("AMWK"), a company engaged in the
mortgage business, indirectly controls a majority of Registrant's outstanding
shares. As a result of its control, it may cause Registrant to take or fail to
take certain corporate actions which may be beneficial to AMWK but
disadvantageous to Registrant. In addition, the person who is advancing funds to
Registrant will own more than one-third of Registrant's outstanding shares
(after all $65 million of debt has been exchanged for shares of Registrant's
common stock). As Registrant's primary (and, now, only) lender and as a major
shareholder, the investor may have an influence on Registrant not necessarily
shared by other stockholders. For example, the investor might strongly suggest
investment in or purchase or other acquisition of companies in which he or
others associated with him have an interest. It would be the responsibility of
Registrant's Board of Directors to determine whether such a relationship exists,
and if it does, whether the proposed transaction is on terms and conditions
advantageous to Registrant.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company operates in a rapidly changing environment that involves a
number of risks, some of which are beyond Registrant's control. Forward- looking
statements in this document and those made from time to time by the Company
through its senior management are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
concerning the expected future revenues or earnings or concerning projected
plans, performance, product development, product release or product shipment, as
well as other estimates related to future operations are necessarily only
estimates of future results and there can be no assurance that actual results
will not materially differ from expectations.
Factors that could cause actual results to differ materially from results
anticipated in forward-looking statements include, but are not limited to, the
following:
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REGISTRANT MAY NOT HAVE OPERATING INCOME OR NET INCOME IN THE FUTURE.
REGISTRANT MAY INCUR SIGNIFICANT COSTS TO AVOID INVESTMENT COMPANY STATUS AND
MAY SUFFER ADVERSE CONSEQUENCES IF DEEMED TO BE AN INVESTMENT COMPANY.
Registrant may incur significant costs to avoid investment company status
and may suffer other adverse consequences if deemed to be an investment company
under the Investment Company Act of 1940. Some equity investments in other
businesses made by Registrant (directly or through its venture subsidiaries may
constitute investment securities under the 1940 Act. A company may be deemed to
be an investment company if it owns investment securities with a value exceeding
40% of its total assets, subject to certain exclusions. Investment companies are
subject to registration under, and compliance with, the 1940 Act unless a
particular exclusion or SEC safe harbor applies. If Registrant were to be deemed
an investment company, it would become subject to the requirements of the 1940
Act. As a consequence, Registrant would be prohibited from engaging in business
or issuing its securities as it has in the past and might be subject to civil
and criminal penalties for noncompliance. In addition, certain of Registrant's
contracts might be voidable, and a court-appointed receiver could take control
of Registrant and liquidate its business.
Although it is now intended that Registrant's investment securities will
comprise less than 40% of its assets, fluctuations in the value of these
securities or of Registrant other assets may cause this limit to be exceeded.
This would require Registrant to attempt to reduce its investment securities as
a percentage of its total assets. This reduction can be attempted in a number of
ways, including the disposition of investment securities and the acquisition of
non-investment security assets. If Registrant sells investment securities, it
may sell them sooner than it otherwise would. These sales may be at depressed
prices and Registrant may never realize anticipated benefits from, or may incur
losses on, these investments. Some investments may not be sold due to
contractual or legal restrictions or the inability to locate a suitable buyer.
Moreover, Registrant may incur tax liabilities when it sells assets. Registrant
may also be unable to purchase additional investment securities that may be
important to its operating strategy. If Registrant decides to acquire
non-investment security assets, it may not be able to identify and acquire
suitable assets and businesses.
REGISTRANT DEPENDS ON CERTAIN IMPORTANT EMPLOYEES, AND THE LOSS OF ANY OF THOSE
EMPLOYEES MAY HARM REGISTRANT'S BUSINESS.
The loss of the services of any of Registrant's executive officers or key
employees may harm its business. Registrant's success also depends on its
continuing ability to attract, train, and motivate other highly qualified
technical and managerial personnel.
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REGISTRANT'S STRATEGY OF EXPANDING ITS BUSINESS THROUGH ACQUISITIONS OF OTHER
BUSINESSES AND TECHNOLOGIES PRESENTS SPECIAL RISKS.
Registrant intends to continue to expand through the acquisition of
businesses, technologies, products, and services from other businesses.
Acquisitions involve a number of special problems, including:
. difficulty integrating acquired technologies, operations, and
personnel with the existing business;
. diversion of management attention in connection with both negotiating
the acquisitions and integrating the assets;
. strain on managerial and operational resources as management tries to
oversee larger operations;
. exposure to unforeseen liabilities of acquired companies;
. potential issuance of securities in connection with the acquisition
which securities lessen the rights of holders of REGISTRANT's
currently outstanding securities;
. the need to incur additional debt;
. the requirement to record additional future operating costs for the
amortization of goodwill and other intangible assets, which amounts
could be significant.
Registrant may not be able to successfully address these problems.
Moreover, Registrant's future operating results will depend to a significant
degree on its ability to successfully manage growth and integrate acquisitions.
In addition, many of Registrant's investments may be in early-stage companies
with limited operating histories and limited or no revenues. Registrant may not
be able to successfully develop these young companies.
REGISTRANT IS SUBJECT TO INTENSE COMPETITION.
The market for information technology products and services is highly
competitive. Moreover, the market for Internet products and services lacks
significant barriers to entry, enabling new businesses to enter this market
relatively easily. Competition in the market for Information Technology products
and services may intensify in the future. Numerous well-established companies
and smaller entrepreneurial companies are focusing significant resources on
developing and marketing products and services that will compete with
Registrant's products and services. In addition, many of Registrant's current
and potential competitors have greater financial, technical, operational, and
marketing resources. Registrant may not be able to compete successfully against
these competitors in selling its goods and services. Competitive pressures may
also force prices for Information Technology goods and services down and such
price reductions may reduce Registrant's revenues.
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REGISTRANT'S STRATEGY OF SELLING ASSETS OF OR INVESTMENTS IN THE COMPANIES THAT
REGISTRANT HAS ACQUIRED AND DEVELOPED PRESENTS RISKS.
An element of Registrant's business plan involves selling, in public or
private offerings, the companies or portions of the companies that it has
acquired and developed (while retaining those which have been successfully
integrated into its core information technology business). Market and other
conditions largely beyond Registrant's control affect Registrant's ability to
engage in such sales; the timing of such sales; and the amount of proceeds from
such sales.
As a result, Registrant may not be able to sell some of these assets. In
addition, even if Registrant is able to sell, it may not be able to sell at
favorable prices. If Registrant is unable to sell these assets at favorable
prices, its business will be harmed.
OWNERSHIP OF REGISTRANT IS CONCENTRATED.
AmeriStar Networks, Inc. beneficially owned 48% of Registrant's outstanding
common stock and has indirect control over an additional 4% through
interconnected boards of directors as of January 25, 2000. As a result, AMWK
possesses significant influence over Registrant on matters including the
election of directors. Additionally, a private investor owned approximately 32%
as of January 25, 2000. The concentration of Registrant's share ownership may:
delay or prevent a change in control of Registrant; impede a merger,
consolidation, takeover, or other business involving Registrant; or discourage a
potential acquiror from making a tender offer or otherwise attempting to obtain
control of Registrant.
ITEM 3. DESCRIPTION OF PROPERTY
The Company maintains executive offices at 321 North Mall Drive, Suite
K-102, St. George, Utah, which is the office of its Chief Executive Officer. As
of December 31, 1999, the Company has paid no rent for the use of this mailing
address.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table contains information as of February 9, 2000, regarding
the shareholdings of Registrant's current directors and executive officers,
those persons or entities who have the right to vote or direct the vote or
beneficially own more than 5% of the Registrant's common stock or rights to
acquire common stock, all of Registrant's directors and officers as a group:
Percent Of
Amount of Common Common Stock
Stock Beneficially Beneficially Owned
Owned or Right to Or Right to
Name and Address Direct vote Direct Vote (1)
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O. Russell Crandall, Jr. 500,000 (2)(5) 2.0%
William M. Noe 500,000 2.0%
S. Allen Selby 125,000 *
James F. Walters 280,710 (3) 1.1%
James R. Herbert 500,000 (4) 2.0%
John H. Dunmar 125,000 *
Gregory J. Layton 125,000 *
Tracy Gnagy 500,000 2.0%
Hartley J. Chazen 250,000 1.0%
AmeriStar Network, Inc. 12,000,000 (2)(4)(5) 48.0%
321 North Mall Drive, Ste K-102
St. George, UT 84790
All Officers and Directors as
a group (9 persons) 2,905,710(2)(3)(4) 11.6
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* less than 1%
The address of each director or officer of Registrant is in care of
InTechnologies, Inc., 321 North Mall Drive, Suite K-102, St. George, Utah,
84790.
(1) Based upon 25,000,000 outstanding shares of common stock.
(2) Shares held by Oscar Russell Crandall, Jr. Family Trust, of which Mr.
Crandall is a trustee. Mr. Crandall disclaims beneficial ownership of any
of said shares. Does not include 12,000,000 shares owned by AmeriStar
Network, Inc., of which Mr. Crandall is chief executive officer and
chairman (see note (6) below).
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(3) Includes 22,918 shares of common stock held by PageOne Business
Productions, LLC ("PageOne"), a Delaware limited liability company, of
which Mr. Walters is a managing member and which has entered into a
consulting agreement with Registrant. Includes 2,792 shares previously
owned by Mr. Walters and 250,000 shares received in exchange for his shares
in AmStar. Does not include 879,583 shares held by AppleTree Investment
Company, Ltd. ("AppleTree"), a foreign corporation domiciled in the Isle of
Man. AppleTree is held as an asset in an Isle of Man trust. AppleTree owns
approximately 60% of PageOne. PageOne and Mr. Walters disclaim beneficial
ownership of any of said shares.
(4) Does not include 12,000,000 shares owned by AmeriStar Network, Inc.
("AMWK"), of which Mr. Herbert is a director (see note (5) below).
(5) AmeriStar Network, Inc. received 12,000,000 shares of common stock in
return for the assignment of a loan commitment from a private investor
dated August 5, 1999.
O. Russell Crandall, Jr., the Chairman and Chief Executive Officer of
Registrant, is also the Chairman and Chief Executive Officer of AMWK. In
addition, James R. Herbert, a Senior Vice President and Director of
Registrant is also Senior Vice President and a member of the Board of
Directors of AMWK. As a result of the interrelated board memberships, AMWK
has the indirect ownership of a majority of the outstanding shares of
Registrant and can elect all of the directors of Registrant. Therefore, the
possibility exists that conflicts of interest may arise (see Risk Factors
in Item 2).
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Upon completion of the merger, the officers and directors of AmStar became the
officers and directors of Registrant. The management of Registrant consists of:
Name Position
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O. Russell Crandall, Jr. Chairman, Chief Executive Officer
William M. Noe Director, President and Chief Operating Officer
S. Allen Selby Executive Vice President
James F. Walters Director, Senior Vice President -- Finance,
Treasurer and Chief Financial Officer
James R. Herbert Director, Senior Vice President -- Acquisitions
John H. Dunmar Vice President -- Marketing
Gregory J. Layton Vice President -- Business Development
Tracy Gnagy Vice President -- Administration
Hartley J. Chazen Secretary
O. RUSSELL CRANDALL, JR., 54, is Chairman of the Board and Chief Executive
Officer. Mr. Crandall is also founder, President and CEO and Chairman of
Registrant's affiliate, AmeriStar Network, Inc., a publicly traded wholesale
mortgage internet company.
From its founding in 1995 to 1996, Mr. Crandall was the co-founder and Executive
Vice President of CompuLoan Financial Services Group, a nationwide mortgage
broker based in Salt Lake City. From 1995 to 1996, Mr. Crandall was Executive
Vice President of CompuLoan Originators, Inc., a computer loan origination
company. He was responsible for the development of the software system and
general management of the business.
WILLIAM M. NOE, 58, is President and Chief Operating Officer and a member of the
Board. Based in New York City, Mr. Noe has 35 years' experience in real estate
development and venture capital finance. In 1974, he founded Asset Development
Corporation, a financial consulting company and serves as its Chief Executive
Officer.
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On March 3, 2000, Mr. Noe became Chairman of the Board, Managing Director and
Chief Executive Officer of Dixie International Construction Resources Ltd
("DICRL"), a Canadian company that manufactures and distributes construction
materials to building contractors in Ontario, Canada. Since 1997 to present, Mr.
Noe has served as Chairman of Caribbean Building Systems Ltd., a construction
company based in the West Indies and as President and a director of its
affiliate in the United States, Caribbean Building Systems (North America), Inc.
Commencing in August 1999, Mr. Noe became the Managing Director of Techtanica
Enterprises, a building materials company based in Canada which merged with
DICRL on March 3, 2000. Commencing in August 1999, Mr. Noe became the Chief
Financial Officer of Interactive Entertainment Development, Inc., an Internet
portal and content development company. Mr. Noe was Chief Financial Officer of
Dynamatic Corporation, a privately owned construction component company during
1995, which later merged with a public company. Mr. Noe holds an M.B.A.
(Finance) from the Harvard Business School and a B.A. (Economics) from the
University of Southern California.
S. ALLEN SELBY, 62, is Executive Vice President. Since 1990, Mr. Selby has been
principal of his own consulting company specializing in the acquisition of
private companies and their operational reorganization and marketing
repositioning. On March 3,2000, Mr. Selby became the Senior Vice
President-International of DICRL. Mr. Selby is a graduate of Yale University
with a degree in Engineering.
JAMES F. WALTERS, 45, is Senior Vice President - Finance, Treasurer and Chief
Financial Officer and is a member of the Board of Directors. Since 1995, Mr.
Walters has been Chairman of the Board and responsible for the overall
management of Kellogg & Andelson Accountancy Corporation, an 80-person
accountancy firm which Mr. Walters joined in 1976. Mr. Walters has assisted the
firm's clients in connection with the preparation of their initial public
offerings, private finance, merger, acquisition and restructuring strategies.
JAMES R. HERBERT, 60, is Senior Vice President - Acquisitions and a member of
the Board of Directors. Mr. Herbert has more than thirty years of experience in
real estate development and financing activities. He is a director of AmeriStar
Network, Inc., a publicly traded wholesale mortgage internet company. From 1978
to the present, he has been President and a director of Venture Holdings, Inc.,
a financial consulting company. From 1979 to the present, Mr. Herbert has served
as President and director of Mather Corporation, an oil, gas and real estate
investment company. In March 1999, Mr. Herbert founded CVS Technologies, Inc., a
computer technology company, and has served as its Vice President and Director
since inception. On March 3,2000, Mr. Herbert became the Senior Vice President-
Acquisitions of DICRL.
JOHN H. DUNMAR, 57, is Vice President - Marketing. In 1992, Mr. Dunmar founded
The Dunmar Consulting Group, a project management and consulting services
company, and has served as its owner-operator from 1992 to the present. From
1992 to August 1999, Mr. Dunmar served as Vice President and Director of Account
Services of Coe & Co. Inc., an advertising consulting company. Mr. Dunmar holds
an M.B.A. from American Graduate School of International Management and a B.S.
in Engineering from the University of California Los Angeles.
13
<PAGE>
GREGORY J. LAYTON, 47, is Vice President - Business Development. Mr. Layton has
a wide and varied background in managing, growing and turning around companies
both private and public. From 1997 to the present, Mr. Layton has been a
consultant to several companies in high-tech industries and is a syndicated
partner with Boles, Knop & Company, an investment banking firm specializing in
high-tech mergers and acquisitions. From September 1996 to October 1997, Mr.
Layton was VP, Sales and Marketing for Sysorex Information Systems, Inc., a $150
million PC systems integration company. From September 1994 to August 1996, Mr.
Layton was VP of Business Development for Government Technology, a technology
newspaper publisher serving state and local governments.
TRACY GNAGY, 44, is Vice President - Administration. Ms. Gnagy is Secretary of
AmeriStar Network, Inc., a publicly traded wholesale mortgage internet company.
In March 1999, Ms. Gnagy co-founded CVS Technologies, Inc., a computer
technology company, and has served as its Director and Treasurer since
inception. From 1981 to the present, Ms. Gnagy has served as Treasurer of
Venture Holdings, Inc. From December 1992 to the present, Ms. Gnagy has served
as a Director and President of S.C.R.E Development Corporation, a real estate
development company. Ms. Gnagy has been Treasurer of Mather Corporation, an oil,
gas and real estate investment company from 1981 to the present; and Director
and Treasurer of Pecan Acres Water Supply Corporation from 1995 to the present.
HARTLEY J. CHAZEN, 64, is Registrant's secretary. Mr. Chazen has practiced
corporate and securities law for more than 30 years. He is Of Counsel to
McLaughlin & Stern, LLP, New York City, which acts as Registrant's general
counsel.
Directors of the Company are elected annually by the stockholders of the Company
to serve for a term of one year or until their successors are duly elected and
qualified. Officers serve at the pleasure of the Board of Directors subject to
any rights under employment agreements.
ITEM 6. EXECUTIVE COMPENSATION
As of December 31, 1999, no executive officer or director of the Company
received compensation for services rendered to the company. However, such
persons were entitled to be reimbursed for expenses incurred by them in pursuit
of the Company's business objectives.
14
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company received a non-interest bearing loan of $7,245 from PageOne
Business Productions, LLC to fund expenses, including legal and accounting fees
incurred in conjunction with the preparation and filing of this registration
statement and future compliance with its ongoing reporting obligations. George
Todt sits on the management of both JETCO and PageOne.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
- ------------
At inception on April 27, 1998, the Company was authorized to issue 2,000
shares of Common Stock ($.Ol par value) of which 100 shares were issued and
outstanding. Upon amendment to the Articles of Incorporation effective June 29,
1999, the Company increased its total authorized shares of capital stock to
108,000,000 shares, consisting of 100,000,000 shares of Common Stock ($.001 par
value) and 8,000,000 shares of Preferred Stock ($.001 par value).
The June 29, 1999 amendment included an immediate 375 for 1 stock split
whereby each issued share of Common Stock was split up and converted into 375
shares of Common Stock. The relative rights and preferences of the issued shares
of Common Stock remained unchanged; only the number of issued shares increased.
The holders of Common Stock (i) have equal ratable rights to dividends from
funds legally available therefor, when, and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution or winding up of the affairs of the Company; (iii) do
not have preemptive right, subscription or conversion rights, or redemption or
sinking fund provisions applicable thereto; and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote at
all meetings of stockholders.
All of the issued and outstanding shares of Common Stock are, and all
unissued shares when sold will be, duly authorized, validly issued, fully paid
and non-assessable. To the extent that additional shares of the Company's Common
Stock are issued, the relative interests of the then existing shareholders may
be diluted.
As of the June 29, 1999 amendment, the Board of Directors was authorized to
issue up to 8,000,000 shares of one or more series of Preferred Stock. A
majority of the Directors in office may determine (i) the designation of a
series of Preferred Stock; (ii) the rate, terms and conditions for payment of
dividends, relation of such dividends to other classes of capital stock and
whether such dividends will be cumulative or non-cumulative; (iii) redemption
rights including provisions for any sinking funds and rights upon the voluntary
or involuntary liquidation, dissolution or winding up of the Company; (iv) the
availability of conversion or exchange-rates and any terms and conditions; and
(v) provisions as to voting and other rights and preferences.
15
<PAGE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
Market Information
- ------------------
The Company's Common Stock ($.001 par value), all of which are one class,
is not publicly traded. The Company's Preferred Stock ($.001 par value) is not
publicly traded.
Holders
- -------
The approximate number of record holders of the Company's Common Stock as
of December 31, 1999 was two, inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their clientele (with each
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding as of December 31, 1999
was 1,250,000, after giving effect to a 3.03:1 stock split on January 24, 2000.
There were no shares of Preferred Stock outstanding as of December 31, 1999.
Dividends
- ---------
The Company has not paid or declared any dividends upon its Common or
Preferred Stock since inception and, due to its present financial status and its
contemplated financial requirements, does not contemplate or anticipate paying
any dividends upon its Common Stock in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
The Company is not presently a party to any material litigation, nor is any
such litigation threatened to the Company's knowledge.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company has had no changes in or disagreements with accountants on
accounting or financial disclosure.
16
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
As of December 31, 1999, the following unregistered securities of the
Company have been issued since inception:
1. On May 11, 1998, the Company issued 100 shares of Common Stock to
PageOne Business Productions, LLC.
2. On March 22, 1999, the Company issued 100 shares of Common Stock to
PageOne Business Productions, LLC.
3. On March 22, 1999, the Company issued 900 shares of Common Stock to
Appletree Investment Company, Ltd.
The aggregate 1,100 shares were sold pursuant to a 504 offering for aggregate
consideration totaling $1,000. The free trading shares were sold pursuant to an
exemption from registration provided under the Delaware General Corporation Law
and the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended, for issuances of securities not involving any public offering.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation and Bylaws of the Company contain certain
provisions limiting or eliminating the liability of directors of the Company to
the Company or its stockholders to the fullest extent permitted by the General
Corporation Law of Delaware. Likewise officers and directors of the Company are
indemnified pursuant to the Certificate of Incorporation and Bylaws of the
Company to the fullest extent permitted by the General Corporation Law of
Delaware. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act, and will
be governed by the final adjudication of such issue.
17
<PAGE>
PART F/S INDEPENDENT AUDITORS REPORT AND FINANCIAL STATEMENTS
JETCO, INC.
A DEVELOPMENT STAGE COMPANY)
CONTENTS
--------------------------------------------------------------
PAGE F - 1 INDEPENDENT AUDITORS' REPORT
PAGE F - 2 BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE F - 3 STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 1999 AND FOR THE PERIOD FROM
APRIL 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
PAGE F - 4 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM APRIL 27, 1998 (INCEPTION)
TO DECEMBER 31, 1999
PAGE F - 5 STATEMENT OF CASH FLOW FOR THE YEAR ENDED
DECEMBER 31, 1999 AND FOR THE PERIOD FROM
APRIL 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
PAGES F - 6-9 NOTES TO FINANCIAL STATEMENTS
18
<PAGE>
AUDITOR'S REPORT
To the Board of Directors of:
Jetco, Inc.
We have audited the accompanying balance sheet of Jetco, Inc. (a Development
Stage Company) as of December 31, 1999 and the related statements of operations,
changes in stockholders' deficiency and cash flows for the year then ended and
for the period from April 27, 1998 (inception) to December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Jetco, Inc. (a development stage
company) as of December 31, 1999, and the results of its operations and its cash
flows for the year then ended and for the period from April 27, 1998 (inception)
to December 31, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has an operating loss of $8,246 and a working capital deficiency
of $7,245. These factors raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
January 27, 2000
F-1
<PAGE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
------------------
ASSETS
------
CURRENT ASSETS
Cash $ -
---------------
TOTAL ASSETS $ -
- ------------ ===============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
LIABILITIES
Loan payable - related party $ 7,245
---------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $.001 par value 8,000,000
shares authorized, none issued and
outstanding -
Common stock, $.001 par value, 100,000,000
shares authorized, 1,250,000 issued and
outstanding 1,250
Additional paid-in capital ( 249)
Accumulated deficit during development stage (8,246)
---------------
Total Stockholders' Deficiency (7,245)
---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ===============
See accompanying notes to financial statements.
F-2
<PAGE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
YEAR ENDED APRIL 27, 1998
DECEMBER 31, (INCEPTION) TO
1999 DECEMBER 31, 1999
-------------- ----------------
REVENUES $ - $ -
---------- ------------
EXPENSES
Accounting fees 500 500
Bank charges 89 89
Consulting fees 1 1
Legal fees 6,500 6,500
Telephone 406 406
Stock transfer fee 750 750
---------- ------------
NET LOSS $ (8,246) $ (8,246)
--------
========== ============
Net loss per share -
basic and diluted $ (0.009) $ (0.014)
========== ============
Weighted average number of
shares outstanding during the
period - basic and diluted 948,007 610,448
========== ============
See accompanying notes to financial statements
F-3
<PAGE>
<TABLE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM APRIL 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
<CAPTION>
ACCUMULATED
DEFICIT
ADDITIONAL DURING
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
---------- ----------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Common stock issued for cash 113,636 $ 114 $ (113) $ - 1
Common stock issued for cash 1,136,364 $ 1,136 $ (136) $ - 1,000
Net loss for the year ended
December 31, 1999 - - - (8,246) (8,246)
----------- ---------- ----------- --------------- ---------
Balance, December 31, 1999 1,250,000 $ 1,250 $ (249) $ (8,246) $ (7,245)
- -------------------------- ========== ============ =========== =============== ==========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
APRIL 27, 1998
YEAR ENDED (INCEPTION)
DECEMBER 31, TO DECEMBER 31,
1999 1999
------------ ---------------
Cash flows from operating activities
Net loss $ (8,246) $ (8,246)
Consulting services performed for
issuance of stock 1 1
----------- ------------
Net cash used in operating activities (8,245) (8,245)
----------- ------------
Cash flows from financing activities
Proceeds from issuance of common stock 1,000 1,000
Loan proceeds from related party 7,245 7,245
----------- ------------
Net cash provided by financing activities 8,245 8,245
----------- ------------
NET INCREASE IN CASH - -
CASH AND CASH EQUIVALENTS -
BEGINNING - -
----------- ------------
CASH AND CASH EQUIVALENTS -
ENDING $ - $ -
=========== ============
See accompanying notes to financial statements
F-5
<PAGE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ----- ------------------------------------------
(A) Organization and Description of Business
---------------------------------------------
Jetco, Inc. (a development stage company) (the "Company") was
incorporated in the State of Delaware on April 27, 1998 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination. At December 31, 1999,
the Company had not yet commenced any formal business operations,
and all activity to date relates to the Company's formation and
fund raising,
The Company's ability to commence operations is contingent upon
its ability to identify a prospective target business and raise
the additional capital it will require through the issuance of
equity securities, debt securities, bank borrowings or a
combination thereof. (See Note 5 (B))
(B) Use of Estimates
---------------------
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results
could differ from those estimates.
(C) Cash and Cash Equivalents
------------------------------
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at time of purchase to be cash equivalents.
F-6
<PAGE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
- ----- ------------------------------------------
(D) Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 109. "Accounting for Income Taxes" ("Statement
No.109"). Under Statement No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There was no current income tax expense due to
the Company's operating losses. The deferred tax asset of
approximately $1,240 arising from the Company's net operating
loss carryforward at December 31, 1999 has been fully offset by a
valuation allowance.
(E) Earnings Per Share
-----------------------
Net loss per common share for the year ended December 31, 1999
and for the period from April 27, 1998 (inception) to December
31, 1999 is computed based upon the weighted average common
shares outstanding as defined by Financial Accounting Standards
No. 128 "Earnings Per Share". There were no common stock
equivalents outstanding at December 31, 1999.
NOTE 2 LOAN PAYABLE - RELATED PARTY
- ------ ----------------------------
The loan payable to a related party is a non-interest-bearing loan
payable to PageOne Business Productions, LLC arising from funds
advanced to the Company. The amount is due and payable on demand.
F-7
<PAGE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 3 STOCKHOLDERS' DEFICIENCY
- ------- ------------------------
The Company was originally authorized to issue 2,000 shares of common
stock at $.01 par value. The Company issued 900 and 200 shares to
AppleTree Investment Company, Ltd. and PageOne Business Productions,
LLC, respectively.
Management subsequently filed an amendment to the articles of
incorporation with the State of Delaware, which increases the number
of authorized common shares to 100,000,000, effected a 375 to 1 split
of the 1,100 previously issued common shares and created 8,000,000
authorized shares of preferred stock, of which the issuance, rights
and other terms are to be determined by the Company's Board of
Directors. In addition, the par value of the common stock was changed
to $0.001 per share and the par value of the new preferred stock was
set at $0.001 per share.
The financial statements at December 31, 1999 give retroactive effect
to common stock split, new authorized share amounts, and par values
enumerated in the amended certificate of incorporation. See Note 5(A)
for additional stock split subsequent to December 31, 1999.
NOTE 4 GOING CONCERN
- ------- -------------
As reflected in the accompanying financial statements, the Company had
a net loss of $8,246, a working capital deficiency of $7,245 and has
not generated any revenues since it does not yet have an operating
business. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and
implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
The Company intends to serve as a vehicle to effect a merger, exchange
of capital stock, asset acquisition, or other business combination.
Management believes that actions presently being taken provide the
opportunity for the Company to continue as a going concern. (See Note
5(B))
F-8
<PAGE>
JETCO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 5 SUBSEQUENT EVENTS
(A) Stock Split
---------------
On January 24, 2000, the Board of Directors authorized an 3.0303 for 1
stock split of common shares issued and outstanding, making the issued
and outstanding shares total 1,250,000. Per-share amounts in the
accompanying financial statements have been retroactively adjusted for
the split.
(B) Merger Agreement
--------------------
On January 25, 2000 the Company entered into a merger agreement with
Ameristar Corporation ("Amstar") which was incorporated on October 27,
1999 in the state of Nevada. After the merger, Jetco, Inc. will be the
surviving company and shall change its name to InTechnologies, Inc.
The merger is structured to be treated as a tax-free reorganization in
accordance with section 368 (a) (1) (A) of the Internal Revenue Code
and a recapitalization of Amstar for financial accounting purposes.
Under the terms of the agreement, each share of Amstar common stock
issued and outstanding on the merger date (9,500 shares) shall,
without any action by the holders thereof, be changed and converted
into 2,500 Jetco, Inc. shares; provided, however, that no fractional
shares of the surviving corporation shall be issued. In lieu thereof,
the surviving corporation shall round-up fractional shares to the next
highest number.
F-9
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
2.1 Agreement of Merger by and between Jetco, Inc. and AmeriStar
Corporation dated January 25, 2000.#
3.(i) Certificate of Incorporation of Registrant (Amended and Restated)#
3.(ii) Bylaws of Registrant (Amended and Restated)#
10.1 Consulting Agreement between PageOne Business Productions LLC and
Registrant dated January 25, 2000#
10.2 Loan Agreement dated January 12, 2000#
10.3 Subscription Agreement dated January 12, 2000#
27 Financial Data Schedule
# Filed as an exhibit to the Registrant's 8-K Current Report dated
January 25, 2000 and incorporated herein by reference
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTECHNOLOGIES, INC.
Amendment No. 2 /s/ William Noe
Date: March 6, 2000 By: _______________________
William Noe, President
19
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 7,245
<BONDS> 0
0
0
<COMMON> 1,250
<OTHER-SE> (8,495)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,246
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,246)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,246)
<EPS-BASIC> (0.009)
<EPS-DILUTED> (0.009)
</TABLE>
