U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
VEDA CORPORATION
----------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4737510
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
14724 VENTURA BLVD., FLOOR 2, SHERMAN OAKS, CA 91403
----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(818) 971-5184
--------------
Registrant's Telephone Number, Including Area Code:
Securities to be Registered Pursuant to
Section 12(b) of the Act:
NONE
Securities to be Registered Pursuant to
Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
-----------------------------
(Title of Class)
<PAGE>
VEDA CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART I
. Page
ITEM 1. Business......................................................1
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................2
ITEM 3. Properties....................................................3
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management.......................................3
ITEM 5. Directors and Executive Officers..............................4
ITEM 6. Executive Compensation........................................6
ITEM 7. Certain Relationships and Related Transactions ...............6
ITEM 8. Description of Securities.....................................6
PART II
ITEM 1. Market Price of and Dividends On the Registrant's
Common Equity and Related Stockholder Matters................7
ITEM 2. Legal Proceedings.............................................8
ITEM 3. Changes in and Disagreements With
Accountants.................................................8
ITEM 4. Recent Sales of Unregistered Securities.......................8
ITEM 5. Indemnification of Directors and Officers......................9
PART F/S
Financial Statements..................................................10
PART III
ITEM 1. Index to Exhibits and Description of Exhibits................11
Signature Page........................................................12
i
<PAGE>
PART I
ITEM 1. BUSINESS
Veda Corporation ("VEDA" or the "Company") was incorporated September 15,
1998 under the laws of the state of Delaware. The Company plans to develop
internet-based telecommunications systems as described below.
Effective communication management may be the single most important element
for success in business today. Advances in technology have increased
productivity, improved performance and enhanced communications by enabling
people to send and receive messages quickly and effectively, when and how they
want. As a result, we are also faced with the daily challenge of utilizing voice
mail, e-mail, fax and pager messages as tools to assist in the efficient
performance of business responsibilities, as opposed to interruptions that
effectively extend the time required to get work done. In our personal lives as
well, the efficiency of our communication capabilities is vital to fulfilling
our routine obligations in order to allow the time and ability to enjoy elective
activities.
Mission
- -------
The mission of VEDA Corporation ("VEDA" or the "Company") is to dissolve
the technological barriers that impede the optimum efficiency and performance of
communications capabilities. The Company intends to develop an Electronic
Messaging System, ("EMS"). EMS enables effective and efficient communication
among e-mail, fax, pager and voice mediums, via the Internet. This system is
linked to the EMS billing system, which is a highly flexible accounting system
designed around the Oracle database and which is capable of handling pre-paid
monthly billing, pre-paid transaction-based billing, and the traditional
post-paid monthly billing systems. EMS uniquely incorporates the most reliable
and scalable Oracle database foundation with the Sun Java programming language
to provide a system that is applicable to all Internet users, and works on any
type of client (user's) computer, with all existing types of computer operating
software.
Internet Users
- --------------
The Internet is currently estimated to have a worldwide user population of
approximately 80 million. At the current rate of growth, the number of Internet
users is projected to increase to between 140 million and 170 million by the
year 2000. This growth will be further accelerated by the availability of
low-cost Internet access via "thin clients," such as very simple personal
computers, and black box television Internet converters. The anticipated surge
in demand for these black box converters led to the $425 million purchase of Web
TV by Microsoft in April 1997. At least 1% of the world telecommunications
revenues are switching from traditional telecommunications companies to Internet
telecommunications every year. This equates to more than $7 billion per year
moving into the Internet telecommunications industry.
1
<PAGE>
The EMS system can be inexpensively subscribed to by individual Internet
users on a monthly or annual fee basis that is structured to allow flexibility
in the type of expected use. One of the capabilities the EMS system provides is
a low-cost service that enables a user to initiate an e-mail message via the
Internet and send it to one or more recipients in the form of e-mail, fax, voice
mail or page. The user can also send that e-mail message in any combination of
two, three or all four forms, at the same time. This feature could be used to
assure the recipient gets the message, or to send copies to other recipients at
the same time, even if they have different message-receiving capabilities.
For large corporations and government agencies that require the use of
internal computer networks (intranets), EMS is available in the form of the EMS
Exchange, a combined hardware and software package that is readily integrated
into the user's intranet.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this Registration Statement.
The Company was formed on September 15, 1998 and is in the development
stage. To date, the Company has not conducted any business operations or had any
sales revenue. To accomplish its business objectives, the Company intends to
locate and enter into strategic business combinations in the internet
telecommunications industry.
Liquidity and Capital Resources
- -------------------------------
The Company currently believes that it has adequate cash resources to fund
current operations. There can be no assurance, however, that the Company's
actual capital needs will not exceed anticipated levels, or that the Company
will generate sufficient revenues to fund its operations in the absence of other
sources.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of proceeds in the amount of $1,000
from the offer and sale of its Common Stock. Substantially all of such funds
have been used to pay expenses incurred by the Company.
Since its organization, VEDA has satisfied its cash requirements through
sales of Common Stock and cash advances from its principal stockholders.
Results of Operations
- ---------------------
During the period from September 15, 1998 (inception) through December 31,
1999, the Company has engaged in no significant operations other than
organization activities, acquisition of capital and preparation for registration
of its securities under the Securities Exchange Act of 1934, as amended (the
"'34 Act"). No revenues were received by the Company during this period. For the
period from September 15, 1998 (inception) through December 31, 1999, the
Company has $0 assets, and has generated a net loss of ($1,124).
2
<PAGE>
Need for Additional Financing
- -----------------------------
The Company intends to seek to carry out its plan of business as discussed
herein. In order to do so, it will require additional capital to pay ongoing
expenses, including legal and accounting fees incurred in conjunction with
preparation and filing of this registration statement on Form 10-SB, and in
conjunction with future compliance with its on-going reporting obligations.
ITEM 3. PROPERTIES
The Company's executive and administrative offices are located at 14724
Ventura Boulevard, Floor 2, Sherman Oaks, California 91403. The Company pays no
rent for use of the office and does not believe it will require any additional
office space in the foreseeable future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of the date hereof by (i) each person
known by the Company to be the beneficial owner of more than five percent of its
Common Stock; (ii) each director; (iii) each executive officer listed in the
Summary Compensation Table in Item 6 of this Form 10; and (iv) all directors and
executive officers as a group. Unless otherwise indicted, each of the following
stockholders has sole voting and investment power with respect to the shares
beneficially owned, except to the extent that such authority is shared by
spouses under applicable law.
Amount of Percentage of
Name and Address of Beneficial Outstanding
Beneficial Owner Ownership Shares
- --------------- ---------- -------------
Appletree Investment Co., Ltd. 1,029,400 (1) 100.0%
C/o Anglo Irish Trust (I.O.M.)
69 Athol Street
Douglas, Isle of Man 1M1 1JE
PageOne Business Productions, LLC.(2) 114,700 11.1%
860 Via de la Paz, Ste E-1
Pacific Palisades, CA 90472
George A. Todt (3) 114,700 11.1%
James Walters(4) 114,700 11.1%
Larry Todt 0 *
Julie Heinsohn 0 *
All executive officers and directors as a 114,700 11.1%
group (4 persons)
* Less than one percent
3
<PAGE>
- -----------------------
(1) Consists of 914,700 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 114,700 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(2) PageOne Business Productions, LLC is a Delaware limited liability company
located in Los Angeles, California.
(3) George A. Todt is the Chairman of the Company and a managing member of
PageOne Business Productions, LLC, 860 Via de la Paz, Suite E-1, Pacific
Palisades, CA 90272 and has shared voting power and dispositive power over
such shares.
(4) James Walters is President of the Company and a managing member of PageOne
Business Productions, LLC, and has shared voting power and dispositive
power over such shares.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of the Company, as well
as their respective ages and positions with the Company, are as follows:
Name Age Position
---- --- --------
George A. Todt (1) 46 Chairman of the Board of Directors
James F. Walters 45 President
Larry Todt (1) 45 Vice President
Julie Heinsohn 24 Secretary
(1) George Todt and Larry Todt are cousins.
George Todt has been Chairman of the Company since its inception. George
Todt has been Managing Member of PageOne Business Productions, LLC since its
formation in March 1996. PageOne is an internet based financial and consulting
form specializing in high-tech start-up and emerging growth companies. Mr.
Todt's experience over the past 15 years includes working with 10 start-up
companies, raising venture capital, and arranging strategic partnerships and
initial public offerings. He has researched, developed and implemented marketing
and sales training programs in several industries. Mr. Todt also gained
extensive experience in management in various companies. He was Chief Executive
Officer of Todt Companies, Cape Girardeau, Missouri, from 1987 to 1990. During
this time, his company grew from 29 to 130 employees, and annual sales grew from
$2 million to $8 million. Mr. Todt also has been an international consultant in
the areas of technology exchanges and rights.
4
<PAGE>
James Walters has been President of the Company since December, 1999. Mr.
Walters is President of Kellogg & Andelson, Los Angeles' largest local privately
owned accounting firm. Mr. Walters began his business career in 1976 as an
accountant at Kellogg & Andelson. In 1980 he was elected partner and was
promoted to Managing Partner in 1984. In 1995 Mr. Walters was elected Chairman
of the Board and is currently responsible for the overall management of the 100
person firm. In addition to managing Kellogg & Andelson, he has assisted the
firm's clients with the preparation for their Initial Public Offerings, as well
as with their acquisition and consolidation strategies. He has extensive
experience in the planning, design, installation and review of financial
management information systems. In addition, Mr. Walters has consulted with many
middle-sized companies in several different industries. Mr. Walters has founded,
owned and managed companies in Commercial Photography, Corporate Events, Auto
Repair and Concrete Molding industries.
Larry Todt has been Vice President of the Company since December, 1999.
Larry Todt has held the position of Vice President of Business Development for
ISPI, Inc., a privately held internet company, from January, 1997 to the
present. Previously, Mr. Todt owned and operated a construction company in the
Midwest from 1975 to December 1996. During that time Mr. Todt was involved in
multi-million dollar projects and managed the activities of more than two
hundred personnel.
Julie Heinsohn joined Veda as Secretary in December 1999. She has been
employed by PageOne Business Productions, LLC where she has served as Executive
Assistant since 1998. From 1992 to 1997, Ms. Heinsohn served as Assistant
Merchandise Manager at Paramount Parks in Charlotte, Noth Carolina. Ms. Heinsohn
holds a Bachelor of Arts Degree in Media Arts from the University of South
Carolina.
Conflicts of Interest
- ---------------------
None of the officers of the Company will devote more than a portion of
his/her time to the affairs of the Company. There will be occasions when the
time requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.
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. All directors will receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. No other compensation is, or will be, paid to directors
for services rendered as directors. From the Company's inception to the date of
this filing, there have been no meetings of the Company's Board of Directors.
Other actions of the Company's Board of Directors were taken pursuant to
unanimous written consents. Except as noted, there are no family relationships
between any directors or officers of the Company.
5
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
Consistent with the Company's present policy, no director or executive
officer of VEDA receives compensation for services rendered to the Company.
However, these persons are entitled to be reimbursed for expenses incurred by
them in pursuit of our business objectives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
The Company does not have any officer or director stock option plan.
The Company intends to incorporate one after a public offering. The Company does
not have an employee stock option plan. (ESOP). The Company intends to
incorporate one after a public offering.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------------- ------------------------------------------------
(a) (b) (c) (d) (e) (f) g) (h) (i)
Other Restricted
Annual Stock Options LTIP All Other
Position Year Salary ($) Bonuses($) Compensation Awards SARs Payouts ($) Compensation
- -------- ---- ---------- ---------- ------------ ---------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR Grants in the last fiscal year.
COMPENSATION OF DIRECTORS
The Company's directors serve without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April, 1999 VEDA issued 100,000 shares to PageOne Business Productions,
LLC, of which George Todt and James Walters are managing members.
ITEM 8. DESCRIPTION OF SECURITIES
VEDA's Restated Certificate of Incorporation provides for an authorized
capital stock of 100,000,000 shares of Common Stock, $.001 par value (the
"Common Stock"), and 8,000,000 shares of Preferred Stock, $.001 par value (the
"Preferred Stock"). As of August 31, 1999, the Company had 1,029,000 shares of
Common Stock issued and outstanding. At such date, there were no shares of
Preferred Stock issued and outstanding.
6
<PAGE>
Common Stock
- ------------
Each share of Common Stock entitles the holder thereof to one vote for each
share on all matters submitted to the stockholders. The Common Stock is not
subject to redemption or to liability for further calls. Holders of Common Stock
will be entitled to receive such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor and to share
pro rata in any distribution to stockholders. The stockholders have no
conversion, preemptive or other subscription rights. Shares of authorized and
unissued Common Stock are issuable by the Board of Directors without any further
stockholder approval.
Preferred Stock
- ---------------
The Board of Directors is authorized, without further action by the
stockholders, to issue from time to time shares of Preferred Stock in one or
more classes or series and to fix the designations, voting rights, liquidation
preferences, dividend rights, conversion rights, rights and terms of redemption
(including sinking fund provisions) and certain other rights and preferences of
the Preferred Stock. The issuance of shares of Preferred Stock under certain
circumstances could adversely affect the voting power of the holders of Common
Stock and may have the effect of delaying, deferring or preventing a change in
control of the Company. As of the date of this Prospectus, the Company has no
plan or arrangement for the issuance of any shares of Preferred Stock.
Transfer Agent
- --------------
The Company has appointed American Securities Transfer and Trust as the
transfer agent and registrar of the Common Stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is not presently traded on an established public
trading market. Following the filing on this Form 10, the Company anticipates
that it will submit its Common Stock for listing on the OTC Electronic Bulletin
Board.
The approximate number of record holders of the Company's Common Stock as
of August 31, 1999 is 2, inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their clientele (with each such
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding as of August 31, 1999 was
1,029,400.
7
<PAGE>
The Company has not declared or paid any cash dividends on its Common Stock
and does not intend to declare any dividends in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company's earnings, if any, its capital requirements and
financial condition, and such other factors as the Board of Directors may
consider. In addition, if the Company is able to negotiate new credit
facilities, such facilities may include restrictions on the Company's ability to
pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or
to which any of the Company's assets or properties are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Weinberg & Company, P.A., Certified Public Accountants ("Weinberg"), has
served as the Company's principal accountant since inception. There were no
accounting or auditing disagreements between the Company and Weinberg.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
(a) In September 1998, the Company issued unregistered securities to the
initial shareholders of the Company in consideration of services provided to the
Company, resulting in the issuance and delivery of 14,700 shares of the
Company's Common Stock to each of PageOne Business Productions, LLC, and
Appletree Investment Company, Ltd., a European investment group domiciled in the
Isle of Man and owned by an Isle of Man trust. Such securities were issued at
$.001 par value pursuant to the exemptions 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.
(b) In April 1999, the Company issued securities to the initial
shareholders of the Company resulting in the issuance and delivery of 100,000
shares and 900,000 shares of the Company's Common Stock to PageOne Business
Productions, LLC, and Appletree Investment Company, Ltd., respectively. Such
securities were issued for aggregate consideration totaling $1,000 pursuant to
the exemptions 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.
The following table sets forth the names of the recipients and amounts
received in connection with said transactions:
Number of Shares of
Name of Stockholder Common Stock Acquired
------------------- ---------------------
PageOne Business 114,700
Productions, LLC
Appletree Investment 914,700
Company, Ltd.
8
<PAGE>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
VEDA's Restated Certificate of Incorporation limits the liability of its
directors to VEDA or VEDA's stockholders for monetary damages arising from a
breach of fiduciary duty owned to VEDA or IP Factory's stockholders to the
fullest extent permitted by the Delaware General Corporation Law.
VEDA's Restated Certificate of Incorporation and its Bylaws provide for the
indemnification by VEDA of each person (including the heirs, executors,
administrators, or estate of such person) who is or was a director or officer of
VEDA to the fullest extent permitted or authorized by law, including attorneys'
fees. Section 145 of the Delaware General Corporation Law provides in relevant
part that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of IP Factory
pursuant to the above statutory provisions or otherwise, VEDA has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
9
<PAGE>
PART F/S FINANCIAL STATEMENTS
Veda Corporation's balance sheet as of December 31, 1999 and the related
statements of operations, changes in stockholders' equity and cash flows for the
period from September 15, 1998 (inception) to December 31, 1999 have been
examined to the extent indicated in their reports by Weinberg & Company,
independent certified accountants, and have been prepared in accordance with
generally accepted accounting principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange Commission and are included herein,
on the following pages, in response to Part F/S of this Form 10-SB.
10
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE F-1 INDEPENDENT AUDITORS' REPORT
PAGE F-2 BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE F-3 STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
1999 AND FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION)
TO DECEMBER 31, 1999
PAGE F-4 STATEMENT IN CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE
PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31,
1999
PAGE F-5 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,
1999 AND FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION)
TO DECEMBER 31, 1999
PAGES F-6 - 7 NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Veda Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Veda Corporation (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 September 15, 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 Veda Corporation (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 September 15,
1998 (inception) to December 31, 1999, in conformity with generally accepted
accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
March 7, 2000
F-1
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
------
TOTAL ASSETS $ -
- ------------ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
LIABILITIES
Loan payable - related party 95
------------
TOTAL LIABILITIES 95
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, 1,029,400 issued and
outstanding 1,029
Accumulated deficit during development stage (1,124)
------------
TOTAL STOCKHOLDERS' DEFICIENCY ( 95)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ============
See accompanying notes to financial statements.
F-2
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
3
September 15,
For the Year 1998 (Inception)
Ended December to December 31,
31, 1999 1999
--------------- ----------------
INCOME $ - $ -
--------------- ----------------
EXPENSES
Accounting fees 500 500
Bank service charge 95 95
Consulting fees - 29
Legal fees 500 500
--------------- ----------------
NET LOSS $ (1,095) $ (1,124)
- -------- ============== ================
NET LOSS PER SHARE
BASIC AND DILUTED $ (0.0014) $ (0.0019)
============== ================
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DURING THE PERIOD
BASIC AND DILUTED 763,647 597.197
============== ================
See accompanying notes to financial statements.
F-3
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM SEPTEMBER 15, 1998
(INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
During
Common Stock Development
Shares Amount Stage Total
------------ ----------- ------------- ----------
<S> <C> <C> <C> <C>
Common stock issuance:
For services 29,400 $ 29 $ (29) $ -
For cash 1,000,000 1,000 - 1,000
Net loss for the year ended
December 31, 1999 - - (1,095) (1,095)
----------- ----------- ----------- ----------
BALANCE AT DECEMBER 31, 1999 1,029,400 $ 1,029 $ (1,124) $ ( 95)
- ---------------------------- =========== =========== =========== ==========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
September 15,
For the Year 1998 (Inception)
Ended December To December
31, 1999 31, 1999
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,095) $ (1,124)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Consulting services preformed for
issuance of stock - 29
------------ -------------
Net cash used in operating activities (1,095) (1,095)
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES: - -
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable - related party 95 95
Proceeds from issuance of common stock 1,000 1,000
------------ -------------
Net cash provided by financing
activities 1,095 1,095
------------ -------------
INCREASE IN CASH AND CASH EQUIVALENTS - -
------------ -------------
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - -
------------ -------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ - $ -
============ ==============
See accompanying notes to financial statements.
F-5
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Veda Corporation (a development stage company) ("the Company") was
incorporated in Delaware on September 15, 1998 to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. 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 proposed fund raising.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the capital
it will require through the issuance of equity securities, debt
securities, bank borrowings or a combination thereof.
(B) Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
(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 109"). Under Statement 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 were no current or
deferred income tax expense or benefits due to the Company not having
any material operations for the year ended December 31, 1999.
F-6
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(E) Earnings Per Share
Net loss per common share for the year ended December 31, 1999 and for
the period from September 15, 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 - 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 upon demand.
NOTE 3 - STOCKHOLDERS' DEFICIENCY
The Company was originally authorized to issue 100,000 shares of
preferred stock at $.01 par value, with such designations, preferences,
limitations and relative rights as may be determined from time to time
by the Board of directors. It was also originally authorized to issue
10,000,000 shares of common stock at $.001 par value.
The Company issued 914,700 and 114,700 common shares to Appletree
Investment Company, Ltd. and PageOne Business Productions, LLC,
respectively. No preferred shares have been issued as of December 31,
1999.
Management filed a restated certificate of incorporation with the State
of Delaware in June of 1999 which increased the number of authorized
common shares to 100,000,000, increased the number of authorized
preferred shares to 8,000,000 and decreased the par value of the
preferred shares to $.001 per share.
The financial statements at December 31, 1999 give effect to common and
preferred stock amounts and par values enumerated in the restated
certificate of incorporation.
F-7
<PAGE>
a
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page
- -------- ----------- ----
3.1 Certificate of Incorporation*
3.2 Restated Certificate of Incorporation*
3.3 Bylaws*
27 Financial Data Schedule 23
*Previously filed
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
VEDA CORPORATION,
Amendment No. 1 /s/ James Walters
Date: March 28, 1999 By: ------------------------
James Walters, President
11
<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> 95
<BONDS> 0
0
0
<COMMON> 1,029
<OTHER-SE> (1,124)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,095
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,095)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,095)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
