SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
Commission file number 000-28705
LAZZARA FINANCIAL ASSET RECOVERY, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0442898
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
1850 E. Flamingo Rd., #111
Las Vegas, NV 89119
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: (702) 866-5838
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title if Class)
Indicate by check mark whether the registrant (a) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
No X
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The number of shares of Common Stock, $0.001 par value, outstanding on
December 31, 1999, was 5,000,000 shares, held by approximately 1
stockholders.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Lazzara Financial Asset Recovery, Inc., was incorporated in the state
of Nevada on November 22, 1999, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. We have been in the development stage since inception. We
have not engaged in any commercial operations. We do not have active
business operations, and at this time we are considered as a "Blank Check"
company.
We registered our common stock on a Form 10-SB registration statement
filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
and Rule 12(g) thereof. We intend to file with the Securities and Exchange
Commission periodic and episodic reports under Rule 13(a) of the Exchange
Act, including quarterly reports on Form 10-QSB and annual reports on Form
10-KSB. As a reporting company under the Exchange Act, we may register
additional securities on Form S-8 (provided that we are in compliance with
the reporting requirements of the Exchange Act) and on Form S-3 (provided
that we have during the prior 12 month period timely filed all reports
required under the Exchange Act), and our class of common stock registered
under the Exchange Act may be traded in the United States securities
markets provided that we are then in compliance with applicable laws, rules
and regulations, including compliance with our reporting requirements under
the Exchange Act.
We will attempt to locate and negotiate with a business entity for the
merger of that target business into the Company. In certain instances, a
target business may wish to become a subsidiary of the Company or may wish
to contribute assets to the Company rather than merge. No assurances can
be given that we will be successful in locating or negotiating with any
target business.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are
commonly thought to include (1) the ability to use registered securities to
make acquisition of assets or businesses; (2) increased visibility in the
financial community; (3) the facilitation of borrowing from financial
institutions; (4) improved trading efficiency; (5) stockholder liquidity;
(6) greater ease in subsequently raising capital; (7) compensation of key
employees through options stock; (8) enhanced corporate image; and (9) a
presence in the United States capital market.
A business entity, if any, which may be interested in a business
combination with us may include (1) a company for which a primary purpose
of becoming public is the use of its securities for the acquisition of
assets or businesses; (2) a company which is unable to find an underwriter
of its securities or is unable to find an underwriter of securities on
terms acceptable to it; (3) a company which wishes to become public with
less dilution of its common stock than would occur normally upon an
underwriting; (4) a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become public; (5)
a foreign company which may wish an initial entry into the United States
securities market; (6) a special situation company, such as a company
seeking a public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan; or (7) a company seeking one or more
of the other perceived benefits of becoming a public company.
<PAGE>
Management is actively engaged in seeking a qualified company as a
candidate for a business combination. We are authorized to enter into a
definitive agreement with a wide variety of businesses without limitation
as to their industry or revenues. It is not possible at this time to
predict with which company, if any, we will enter into a definitive
agreement or what will be the industry, operating history, revenues, future
prospects or other characteristics of that company.
We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in
order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate
purposes. We may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
Our management, which in all likelihood will not be experienced in
matters relating to the business of a target business, will rely upon its
own efforts in accomplishing our business purposes. Outside consultants or
advisors may be utilized by us to assist in the search for qualified target
companies. If we do retain such an outside consultant or advisor, any
cash fee earned by such person will need to be assumed by the target
business, as we have limited cash assets with which to pay such obligation.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, our officer and director, who is not a
professional business analyst. In analyzing prospective business
opportunities, management may consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the depth of
that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may
be anticipated to impact our proposed activities; the potential for growth
or expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name identification; and other
relevant factors.
Management does not have the capacity to conduct as extensive an
investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect to
merge with a target business which has one or more undiscovered
shortcomings and may, if given the choice to select among target
businesses, fail to enter into an agreement with the most investment-worthy
target business.
Following a business combination we may benefit from the services of
others in regard to accounting, legal services, underwritings and corporate
public relations. If requested by a target business, management may
recommend one or more underwriters, financial advisors, accountants, public
relations firms or other consultants to provide such services.
A potential target business may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target business may be
presented to us only on the condition that the services of a consultant or
advisor be continued after a merger or acquisition. Such preexisting
agreements of target businesses for the continuation of the services of
attorneys, accountants, advisors or consultants could be a factor in the
selection of a target business.
<PAGE>
In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. On the consummation
of a transaction, it is likely that our present management and stockholders
will no longer be in our control. In addition, it is likely that the our
officer and director will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and
directors.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, we may agree to
register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter. If such registration
occurs, of which there can be no assurance, it will be undertaken by the
surviving entity after we have entered into an agreement for a business
combination or have consummated a business combination and we are no longer
considered a blank check company. The issuance of additional securities and
their potential sale into any trading market which may develop in our
securities may depress the market value of our securities in the future if
such a market develops, of which there is no assurance.
While the terms of a business transaction to which we may be a party
cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
With respect to any merger or acquisition negotiations with a target
business, management expects to focus on the percentage of the Company
which target business stockholders would acquire in exchange for their
shareholdings in the target business. Depending upon, among other things,
the target business's assets and liabilities, our stockholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. Any merger or acquisition
effected by us can be expected to have a significant dilutive effect on the
percentage of shares held by our stockholders at such time.
No assurances can be given that we will be able to enter into a
business combination, as to the terms of a business combination, or as to
the nature of the target business.
As of the date hereof, management has not made any final decision
concerning or entered into any written agreements for a business
combination. When any such agreement is reached or other material fact
occurs, we will file notice of such agreement or fact with the Securities
and Exchange Commission on Form 8-K. Persons reading this Form 10-KSB are
advised to determine if we have subsequently filed a Form 8-K.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes (but has not conducted any research to confirm) that there are
numerous firms seeking the perceived benefits of a publicly registered
corporation. Such perceived benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key employees,
increasing the opportunity to use securities for acquisitions,
<PAGE>
and providing liquidity for stockholders and other factors. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.
Computer Systems Redesigned For Year 2000. Many existing computer
programs use only two digits to identify a year in such program's date
field. These programs were designed and developed without consideration of
the impact of the change in the century for which four digits will be
required to accurately report the date. If not corrected, many computer
applications could fail or create erroneous results following the year 2000
("Year 2000 Problem"). Many of the computer programs containing such date
language problems have not been corrected by the companies or governments
operating such programs. It is impossible to predict what computer
programs will be effected, the impact any such computer disruption will
have on other industries or commerce or the severity or duration of a
computer disruption.
We do not have operations and do not maintain computer systems.
Before we enters into any business combination, we may inquire as to the
status of any target business's Year 2000 Problem, the steps such target
business has taken or intends to take to correct any such problem and the
probable impact on such target business of any computer disruption.
However, there can be no assurance that we will not merge with a target
business that has an uncorrected Year 2000 Problem or that any planned Year
2000 Problem corrections will be sufficient. The extent of the Year 2000
Problem of a target business may be impossible to ascertain and any impact
on us will likely be impossible to predict.
ITEM 2. DESCRIPTION OF PROPERTY
We have no properties and at this time have no agreements to acquire
any properties. We currently use the offices of management at no cost to
us. Management has agreed to continue this arrangement until we complete
an acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the
fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no public market for our securities. We do not
intend to trade our securities in the secondary market until completion of
a business combination or acquisition. It is anticipated that following
such occurrence we will cause our common stock to be listed or admitted to
quotation on the NASD OTC Bulletin Board or, if we then meet the financial
and other requirements thereof, on the Nasdaq SmallCap Market, National
Market System or regional or national exchange.
<PAGE>
The proposed business activities described herein classify us as a
"blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in our securities until such time as we have successfully
implemented our business plan described herein. Accordingly, our
stockholder has agreed that he will not sell or otherwise transfer his
shares of our common stock except in connection with or following
completion of a merger or acquisition and we have no longer classified as a
blank check company. The stockholder has deposited such stockholder's
respective stock certificate with our management, who will not release the
respective certificates except in connection with or following the
completion of a merger or acquisition.
There is currently one stockholder of our outstanding common stock.
We have not issued any preferred stock.
During the past three years, we have issued securities which were not
registered as follows:
<TABLE>
NUMBER OF
DATE NAME SHARES CONSIDERATION
<S> <C> <C> <C>
November 22, 1999 Todd S. Ream 5,000,000 $5,000
</TABLE>
________
(1) Mr. Ream is our sole director, controlling stockholder and president.
Shares issued to Mr. Ream were in return for services provided to us
by Mr. Ream, in lieu of cash. With respect to the stock issued to
Mr. Ream, we relied upon Section 4(2) of the Securities Act of 1933,
as amended and Rule 506 promulgated thereunder.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We were formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting ("public") company whose securities are qualified for trading in
the United States secondary market. We meet the definition of a "blank
check" company contained in Section (7)(b)(3) of the Securities Act of
1933, as amended. We have been in the developmental stage since inception
and have no operations to date. Other than issuing shares to our original
stockholder, we have not commenced any operational activities.
We will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. We are subject to all the reporting
requirements included in the Exchange Act. Included in these requirements
is our duty to file audited financial statements as part of our Form 8-K to
be filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as our audited financial statements included
in our annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or within time
parameters necessary to insure our compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not
conform to the representations made by the target business, the closing
<PAGE>
documents may provide that the proposed transaction will be voidable at the
discretion of our present management.
We will not restrict our search for any specific kind of businesses,
but may acquire a business which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which we may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which we may offer.
A business combination with a target business will normally involve
the transfer to the target business of the majority of our common stock,
and the substitution by the target business of its own management and board
of directors.
We have, and will continue to have, no capital with which to provide
the owners of business opportunities with any cash or other assets.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering. Our officer and director has not
conducted market research and is not aware of statistical data to support
the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
Our stockholder has agreed that they will advance any additional funds
which we need for operating capital and for costs in connection with
searching for or completing an acquisition or merger. Such advances will be
made without expectation of repayment unless the owners of the business
which we acquire or merge with agree to repay all or a portion of such
advances. There is no minimum or maximum amount such stockholder will
advance to us. We will not borrow any funds for the purpose of repaying
advances made by such stockholder, and we will not borrow any funds to make
any payments to our promoters, management or their affiliates or
associates.
The Board of Directors has passed a resolution which contains a policy
that we will not seek an acquisition or merger with any entity in which our
officer, director, stockholder or his affiliates or associates serve as
officer or director or hold more than a 10% ownership interest.
ITEM 7. FINANCIAL STATEMENTS
See Index to Financial Statements and Financial Statement Schedules
appearing on page F-1 through F-7 of this Form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this report.
<PAGE>
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our Director and Officer are as follows:
<TABLE>
Name Age Positions and Offices Held
<S> <C> <C>
Todd S. Ream 31 President, Secretary, Director
</TABLE>
There are no agreements or understandings for the officer or director
to resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.
Set forth below is the name of our director and officer, all positions
and offices with us held, the period during which he has served as such,
and the business experience during at least the last five years:
Todd Ream acts as President, Secretary, Treasurer and Director for the
Company. Mr. Ream has served as an officer and director of the Company
since inception since 1997. Mr. Ream currently served as a Director of
Securities Law Institute, a securities consulting firm. From 1995 to 1997
Mr. Ream was Investor Relations for Crowne Ventures, Inc. a publicly traded
Company. Mr. Ream has approximately 10 years experience with investor
relations and as a MIS director for several public companies.
CURRENT BLANK CHECK COMPANIES
Mr. Ream is not currently an officer or director or control person of
any other Blank Check Companies.
CONFLICTS OF INTEREST
Our officer and director expects to organize other companies of a
similar nature and with a similar purpose as us. Consequently, there are
potential inherent conflicts of interest in acting as our officer and
director. Insofar as the officer and director is engaged in other business
activities, management anticipates that he will devote only a minor amount
of time to our affairs. We do not have a right of first refusal pertaining
to opportunities that come to management's attention insofar as such
opportunities may relate to our proposed business operations.
A conflict may arise in the event that another blank check company
with which management is affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located for us and
other blank check companies in chronological order of the date of formation
of such blank check companies or, in the case of blank check companies
formed on the same date, alphabetically. However, any blank check companies
with which management is, or may be, affiliated may differ from us in
certain items such as place of incorporation, number of shares and
stockholders, working capital, types of authorized securities, or other
items. It may be that a target company may be more suitable for or may
prefer a certain blank check company formed after us. In such case, a
business combination might be negotiated on behalf of the more suitable or
preferred blank check company regardless of date of formation.
<PAGE>
The terms of business combination may include such terms as Mr. Ream
remaining a director or officer of the Company and/or the continuing
securities work of the Company being handled by the consulting firm of
which Mr. Ream is a director. The terms of a business combination may
provide for a payment by cash or otherwise to Mr. Ream for the purchase or
retirement of all or part of his common stock of the Company by a target
company or for services rendered incident to or following a business
combination. Mr. Ream would directly benefit from such employment or
payment. Such benefits may influence Mr. Ream's choice of a target company.
We may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to us where that
reference results in a business combination. No finder's fee of any kind
will be paid by us to management or our promoters or to their associates or
affiliates. No loans of any type have, or will be, made by us to management
or our promoters of or to any of their associates or affiliates.
We will not enter into a business combination, or acquire any assets
of any kind for our securities, in which our management or any affiliates
or associates have a greater than 10% interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of
interest in favor of us could result in liability of management to us.
However, any attempt by stockholders to enforce a liability of management
to us would most likely be prohibitively expensive and time consuming.
ITEM 10. EXECUTIVE COMPENSATION
Our officer and director does not receive any compensation for his
services rendered, has not received such compensation in the past, and is
not accruing any compensation pursuant to any agreement with ua. However,
our officer and director anticipates receiving benefits as a beneficial
stockholder and, possibly, in other ways.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by us for the benefit
of our employees.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999, each person
known by us to be the beneficial owner of five percent or more of our
Common Stock and our director and officer. Except as noted, the holder
thereof has sole voting and investment power with respect to the shares
shown.
<TABLE>
Name and Address Amount of Beneficial Percent of
Of Beneficial Owner Ownership Outstanding Stock
<S> <C> <C>
Todd S. Ream 5,000,000 100%
1850 E. Flamingo Rd., #111
Las Vegas, NV 89119
All Executive Officers and
Directors as a Group
(1 Person) 5,000,000 100%
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 9, 1999, the Company issued a total of 5,000,000 shares of
Common Stock to the following persons for a total of $5,000 in services:
<TABLE>
NUMBER OF TOTAL
NAME SHARES CONSIDERATION
<S> <C> <C>
Todd S. Ream 5,000,000 $5,000
</TABLE>
The Board of Directors has passed a resolution which contains a policy
that we will not seek an acquisition or merger with any entity in which our
officer, director or holder or their affiliates or associates serve as
officer or director or hold more than a 10% ownership interest. Management
is not aware of any circumstances under which this policy may be changed.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB filed on December 29, 1999,
and incorporated herein by reference.
3.2* By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB filed on December 29, 1999, and
incorporated herein by reference.
23 Consent of Accountants
27 Financial Data Schedule
_____
* Previously filed
(b) There were no reports on Form 8-K filed by the Company during the
quarter ended December 31, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
LAZZARA FINANCIAL ASSET RECOVERY, INC.
By:/s/ Todd S. Ream
Todd S. Ream, President
Dated: January 17, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Todd S. Ream
Todd S. Ream Director January 17, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET F-2
STATEMENT OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' EQUITY F-4
STATEMENT OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6-F-7
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors January 17, 2000
Lazzara Financial Asset Recovery, Inc.
Las Vegas, Nevada
I have audited the Balance Sheet of Lazzara Financial Asset Recovery,
Inc., (A Development Stage Company), as of December 31, 1999, and the
related Statements of Operations, Stockholders' Equity and Cash Flows for
the period November 22, 1999, (inception) to December 31, 1999. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that 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. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lazzara
Financial Asset Recovery, Inc., (A Development Stage Company), at December
31, 1999, and the results of its operations and cash flows for the period
November 22,1999, (inception) to December 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue.
This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also described in
Note #3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Barry Friedman
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
LAZZARA FINANCIAL ASSET RECOVERY, INC.
(A Development Stage Company)
December 31, 1999
BALANCE SHEET
ASSETS
<S> <C>
CURRENT ASSETS $ 0
-----------
TOTAL CURRENT ASSETS $ 0
-----------
OTHER ASSETS $ 0
-----------
TOTAL OTHER ASSETS $ 0
-----------
TOTAL ASSETS $ 0
===========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES
Officers Advances (Note #6) $ 305
-----------
TOTAL CURRENT LIABILITIES $ 305
-----------
STOCKHOLDERS' EQUITY
Preferred Stock, $001 par value,
Authorized 5,000,000 shares
Issued and outstanding at
December 31, 1999- None $ 0
Common stock, $.001 par value,
authorized 20,000,000 shares;
issued and outstanding at
December 31, 1999-5,000,000 shares $ 5,000
Additional paid-in capital 0
Deficit accumulated during
development stage (5,305)
-----------
TOTAL STOCKHOLDER'S EQUITY $ (305)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 0
===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
LAZZARA FINANCIAL ASSET RECOVERY, INC.
(A Development Stage Company)
November 22, 1999,(Inception) to December 31, 1999
STATEMENT OF OPERATIONS
<S> <C>
INCOME
Revenue $ 0
-----------
EXPENSE
Services $ 5,000
General and
Administrative 305
-----------
TOTAL EXPENSES $ 5,305
------------
NET LOSS $ (5,305)
============
Net Loss
Per Share $ (.0011)
============
Weighted average
number of common
shares outstanding 5,000,000
=============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
LAZZARA FINANCIAL ASSET RECOVERY, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulate
Additiona d
Common Stock l during
paid-in developmen
Capital t
stage
Shares Amount
------- ------- ------- ---------
<S> <C> <C> <C> <C>
November 22, 1999
issued for services 5,000,000 $5,000 $ 0 $ 0
Net loss, November
22,1999(inception)
To December 31, 1999 (5,305)
--------- ------- --------- ----------
Balance,
December 31, 1999 5,000,000 $5,000 $ 0 $(5,305)
======== ======= ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
LAZZARA FINANCIAL ASSET RECOVERY, INC.
(A Development Stage Company)
November 22, 1999,(Inception) to December 31, 1999
STATEMENT OF CASH FLOWS
<S> <C>
Cash Flows from
Operating Activities
Net loss $ (5,305)
Issue common stock for services 5,000
Changes in assets and
Liabilities
Officers Advances 305
-------------
Cash flows from
Operating activities $ 0
Cash flows from
Investing Activities 0
Cash Flows from
Financing Activities 0
-------------
Net increase in cash $ 0
Cash,
beginning of period 0
--------------
Cash,
end of period $ 0
==============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
LAZZARA FINANCIAL ASSET RECOVERY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 22, 1999, under the laws of the
State of Nevada, as Lazzara Financial Asset Recovery, Inc. The Company
currently has no operations and, in accordance with SFAS #7, is considered
a development stage company.
On November 22, 1999, the Company issued 5,000,000 shares of its $.001
par value common stock for services of $5,000.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number
of common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-511), Reporting on
the Costs of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. SOP
98-5 is effective for fiscal years beginning after December 31, 1998, with
initial adoption reported as the cumulative effect of a change in
accounting principle. With the adoption of SOP 98-5, there has been little
or no effect on the Company's financial statements.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has no current source
of revenue. Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern. It is management's
plan to seek additional capital through a merger with an existing operating
company.
<PAGE>
LAZZARA FINANCIAL ASSET RECOVERY, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to issue any additional
shares of common or preferred stock of the Company.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved
in other business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company, an officer of the Company has advanced funds
on behalf of the Company to pay for any costs incurred by it. These funds
are interest free.
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
CONSENT OF INDEPENDENT AUDITORS
To Whom It May Concern:
January 17, 2000
The firm of Barry L. Friedman, P.C., Certified Public
Accountant consents to the inclusion of their report of January
17, 1999, on the Financial Statements of Lazzara Financial
Asset Recovery, Inc., as of December 31 1999, in any filings that
are necessary now or in the near future with the U.S.
Securities and Exchange Commission.
Very truly yours,
/s/ Barry Friedman
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-1999
<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> 305
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,305
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,305)
<INCOME-TAX> (5,305)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,305)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
