U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended March 31, 2000.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from______ to______
Commission file number________________________
SENIOR OPTICIAN SERVICE, INC.
-------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Minnesota 41-1954595
--------------------------------- ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
15945 Quality Trail North, Scandia, MN 55073
--------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, ( 651 ) 433 - 3522
----------- ------------- -----------------------
Securities to be registered under Section 12(b) of the Act: None
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------------------- -------------------------------
------------------------------- -------------------------------
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $0.001 None
------------------------------- -------------------------------
------------------------------- -------------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
<PAGE>
PART I
Item 1. Description of Business.
(a) Forward-looking Statements. Certain statements in this Form 10-KSB
Annual Report, particularly under Items 1 and 2, constitute "forward-looking
statements" with the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements, expressed or implied by the
forward-looking statements.
(b) Business Development. Senior Optician Service, Inc., the "Company"
was incorporated in the State of Minnesota on April 20, 1966 as Polar Homes,
Inc. On October 2, 1968 the Company changed its name to Polar Campers, Inc. On
January 24, 1992, the Company changed its name to Access Plus, Inc. On December
29, 1998, the Company changed its name to Environmental Protection Corporation.
On August 15, 2000, the company changed its name to Senior Optician Service,
Inc.
(c) Business of the Issuer. Senior Optician Service, Inc., intends to
enter the specialty eye wear products business. It will focus its efforts on
specialty eye wear sales and services for senior citizens who are home or
facility bound. The service will initially be offered out of a retail optician
center in Richfield, Minnesota. The retail optician center will be owned and
operated by Donald and Sandra Hill, company officers and directors. The service
will utilize an interactive website server for use by the nurses stations at the
center. The service will be marketed to homebound residential persons, assisted
living facilities and temporary and permanent residence facilities for senior
citizens. The nursing stations located in these assisted living facilities will
be able to request products, services and schedule on-site optician
appointments. Senior Optician Service anticipates offering the website services
in various cities through independently owned and operated optician stores.
Presently, the business concept is in its development stage and no hardware or
software systems have been installed.
Item 2. Description of Property.
The Company owns no properties and has no interest in any property.
Item 3. Legal Proceedings.
The Company is not a party to any pending or threatened legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the 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.
(a) Market Information.
The Company's common equity does not trade in any securities markets.
<PAGE>
(b) Holders.
The Company has approximately 461 active shareholders of its common
stock holding 5,554,000 common shares.
(c) Dividends.
No dividends have been declared or paid to date and none are expected
to be paid in the forseeable future. There are no restrictions imposed on the
Company which limit its ability to declare or pay dividends on its common stock.
Item 6. Management's Discussion and Analysis or Plan of Operation.
(1) Caution Regarding Forward-Looking Information
This annual
report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) General comments
Senior Optician Service, Inc. (formerly Environmental Protection
Corporation) (Company) was initially incorporated on April 20, 1966 under the
laws of the State of Minnesota as Polar Homes, Inc. The Company changed its
corporate name to Polar Campers, Inc. in 1968. The Company was originally formed
to "build, manufacture, sell, lease, own, buy and otherwise deal with in mobile
homes, campers, trailers and any other equipment which from time to time be
decided upon; to own and otherwise deal with in real estate, and to do all
things necessary and proper to accomplish said purposes." The Company ceased all
business operations during 1973 and disposed of all assets and liabilities. The
Company has been dormant since that time.
In August 1991, in anticipation of a business combination with another
entity, the Company changed its corporate name to Access Plus, Inc. This
business combination was unsuccessful and was abandoned due to lack of
regulatory approval in January 1992. Concurrent with the abandonment of that
proposed business combination, the Company changed its corporate name to
Environmental Protection Corporation.
On August 15, 2000, the Company changed its corporate name to Senior
Optician Service, Inc.
(3) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, assets or
liabilities and has had none since 1973. Accordingly, the Company is dependent
upon management and/or significant shareholders to provide sufficient working
capital to preserve the integrity of the corporate entity at this time. It is
the intent of management and significant shareholders to provide sufficient
working capital necessary to support and preserve the integrity of the corporate
entity.
Senior Optician Service, Inc. intends to enter the specialty eyewear
products business and intends to focus its efforts on specialty eyewear sales
and services for senior citizens who are home or facility bound. The Company
anticipates that its services will initially be offered out of a retail optician
center in Richfield, Minnesota. These services will be principally marketed to
individuals in homebound residential situations, assisted living facilities and
temporary and permanent residence facilities for senior citizens. The Company's
business plan anticipates using an interactive website server for use at various
nurses stations at assisted living facilities and other temporary and permanent
residence facilities for senior citizens. The nursing stations located in these
venues will be able to request products, services and schedule on-site optician
appointments for the facility residents. Further, the Company anticipates
offering the website services in various cities through independently owned and
operated optician stores. Presently, the business concept is in its development
stage and no hardware or software systems have been installed.
<PAGE>
Item 7. Financial Statements.
The required financial statements are included in this document
starting at Page F-1.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
There have been no changes or disagreements with accountants on
accounting or financial disclosure during the Company's two most recent fiscal
years.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
On July 5, 2000, William C. Nichols, Gregory Johnson and Paula Nichols
tendered their resignations from the board of directors appointing Donald Hill,
Sandra Hill and Bradley Peterson to fill their vacancies. The letters of
resignation did not express any disagreement with the company on any matter
relating to operations, policies or practices.
The following table sets forth the officers and directors of the Company.
Name Position Age
---- -------- ---
Donald Hill President, Director 58
Sandra Hill Secretary, Treasurer 52
Bradley Peterson Vice President 52
(a) Identify Directors and Executive Officers.
The Company has three directors, Donald Hill, Sandra Hill and Bradley
Peterson.
Donald Hill is the owner of Inver Grove Optical, a business located in Inver
Grove Heights, Minnesota. He is a dispensing optician. He has worked in the
optician field since 1960.
<PAGE>
Sandra Hill is a company director, secretary and treasurer. She is a co-owner
and receptionist at Inver Grove Optical. She is President of Friends of NANA, a
non-profit organization formed to fund and assist families in the adoption of
children from the FANA orphanage in Bogota, Columbia.
Bradley Peterson is a company director and Vice President. He is President of
Southdale Optical, Inc. located in Edina, Minnesota. He is a member of the
Minnesota Optician Society, Optician Society of America, Contact Lens Society of
America and American Board of Opticians. He has been an optician since 1980.
(b) Identify Significant Employees. The Company has no significant
employees.
(c) Family Relationships. Donald and Sandra Hill are husband and wife.
(d) Involvement in Certain Legal Proceedings. None of the Company's
directors, officers, promoters or control persons, if any, during the
past five years was, to the best of the Company's knowledge:
1. A general partner or executive officer of a business that had a
bankruptcy petition filed by or against it either at the time of the
bankruptcy or within the two years before the bankruptcy;
2. Convicted in a criminal proceeding or been subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
3. Subject to any order, judgement, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or
banking activities; and
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgement has not been reversed, suspended or
vacated.
Item 10. Executive Compensation.
The Company has three executive officers. No executive officers have
been paid any compensation. The company does not have an employee stock option
plan and has granted no other form of compensation to its executive officers.
The Company does not have a written employment contract with its executive
officers.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Table 1 lists the persons who are known to the Company to be the owners
of more than five percent of the Company's equity shares according to the
stockholder list provided by the Company's transfer agent as of March 31, 2000.
(e) Beneficial Ownership of more than 5%.
Table 1.
(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percent of Class
-------------- ---------------- ----------------- ----------------
Common M. D. Price, Jr. 5,000,000 90%
<PAGE>
(f) Security Ownership of Management.
None.
(g) Changes in Control. Management is unaware of any facts that would
effect a change in the control of the Company as of the date of this
Form 10-KSB filing.
Item 12. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
No member of management, executive officer, director, nominee for a
director or security holder who is known to the Company to own of record or
beneficially more than five percent of any class of the Company's voting
securities, nor any member of the immediate family of any of the foregoing
persons, has had any direct or indirect material interest in any transaction to
which the Company was or is to be a party.
(b) Certain Business Relationships.
No director or nominee for director is or has been related to any
person who has been a party to any transaction with the Company. The proposed
business operations will be initially operated in association with management's
optician service retail location.
(c) Indebtedness of Management.
No member of the Company's management is or has been indebted to the
Company since the beginning of the Company's last fiscal year.
(d) Transactions with Promoters.
The Company's promoters have not received, directly or indirectly,
anything of value from the Company, nor are they entitled to receive anything of
value from the Company.
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibits
*(3.0) Amendment of Articles of Incorporation of Environmental
Protection Corporation
(27) Financial Data Schedule
---------------
* Previously filed
(b) There were no reports on Form 8-K filed by the Company during the
quarter ending March 31, 2000.
<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.
Dated: August 25, 2000
Senior Optician Service, Inc.
/s/ Donald Hill
-----------------------------
By: Donald Hill
Title: President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
/s/ Donald Hill August 25, 2000
---------------------------
By: Donald Hill
Title: President, Director
/s/ Sandra Hill August 25, 2000
---------------------------
By: Sandra Hill
Title: Secretary
<PAGE>
SENIOR OPTICIAN
SERVICE, INC.
Financial Statements
and Auditor's Report
March 31, 2000, 1999 and 1998
S. W. HATFIELD ,CPA
certified public accountants
Use our past to assist your future sm
<PAGE>
SENIOR OPTICIAN SERVICE, INC.
(formerly Environmental Protection Corporation)
CONTENTS
Page
----
Report of Independent Certified Public Accountants 3
Financial Statements
Balance Sheets
as of March 31, 2000, 1999 and 1998 4
Statements of Operations and Comprehensive Income
for the years ended March 31, 2000, 1999 and 1998 5
Statement of Changes in Shareholders' Equity
for the years ended March 31, 2000, 1999 and 1998 6
Statements of Cash Flows
for the year ended March 31, 2000, 1999 and 1998 7
Notes to Financial Statements 8
F-2
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
We have audited the accompanying balance sheets of Senior Optician Service, Inc.
(formerly Environmental Protection Corporation) (a Minnesota corporation) as of
March 31, 2000, 1999 and 1998, respectively, and the related statements of
operations and comprehensive income, changes in shareholders' equity and cash
flows for the each of the three years then ended, respectively. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Senior Optician Service, Inc.
(formerly Environmental Protection Corporation) as of March 31, 2000, 1999 and
1998, respectively, and the results of operations and cash flows for each of the
three years then ended, respectively, 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 A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
S. W. HATFIELD, CPA
Dallas, Texas
May 10, 2000 (except for Note A
as to which the date is August 15, 2000)
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-3
<PAGE>
<TABLE>
<CAPTION>
SENIOR OPTICIAN SERVICE, INC.
(formerly Environmental Protection Corporation)
BALANCE SHEETS
March 31, 2000, 1999 and 1998
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
------
Current Assets
Cash in bank $ -- $ -- $ --
--------- --------- ---------
Total Assets $ -- $ -- $ --
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ -- $ --
--------- --------- ---------
Total Liabilities -- -- --
--------- --------- ---------
Shareholders' Equity
Common stock - $0.001 par value
100,000,000 shares authorized
5,554,000, 5,554,000 and 554,000
shares issued and outstanding, respectively 5,554 5,554 554
Additional paid-in capital 352,163 352,163 352,163
Accumulated deficit (357,717) (357,717) (352,717)
--------- --------- ---------
Total Shareholders' Equity -- -- --
--------- --------- ---------
Total Liabilities and Shareholders' Equity $ -- $ -- $ --
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
SENIOR OPTICIAN SERVICE, INC.
(formerly Environmental Protection Corporation)
STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME Years ended
March 31, 2000, 1999 and 1998
2000 1999 1998
---------- ----------- -----------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
---------- ----------- -----------
Expenses
General and administrative expenses -- 5,000 --
---------- ----------- -----------
Total operating expenses -- 5,000 --
---------- ----------- -----------
Loss from Operations -- (5,000) --
Other Income
Interest and other -- -- --
---------- ----------- -----------
Net Loss -- (5,000) --
Other comprehensive income -- -- --
---------- ----------- -----------
Comprehensive Income $ -- $ (5,000) $ --
========== =========== ===========
Net loss per weighted-average
share of common stock outstanding,
computed on Net Loss - basic and fully diluted nil nil nil
=== === ===
Weighted-average number of shares
of common stock outstanding - basic
and fully diluted 5,554,000 1,992,356 554,000
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
SENIOR OPTICIAN SERVICE, INC.
(formerly Environmental Protection Corporation)
STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY Years ended
March 31, 2000, 1999 and 1998
Common Stock Additional
------------ paid-in Accumulated
Shares Amount capital deficit Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balances at
April 1, 1997 554,000 $ 5,540 $ 347,177 $(352,717) $ --
Effect of the restatement
of par value of common
stock from $0.01 to
$0.001 per share -- (4,986) 4,986 -- --
--------- --------- --------- --------- ---------
Balances at
April 1, 1997, restated 554,000 554 352,163 (352,717) --
Net loss for the year -- -- -- -- --
--------- --------- --------- --------- ---------
Balances at
March 31, 1998 554,000 554 352,163 (352,717) --
Issuance of common
stock for professional
fees 5,000,000 5,000 -- -- 5,000
Net loss for the year -- -- -- (5,000) (5,000)
--------- --------- --------- --------- ---------
Balances at
March 31, 1999 5,554,000 5,554 352,163 (357,717) --
Net loss for the year -- -- -- -- --
--------- --------- --------- --------- ---------
Balances at
March 31, 2000 5,554,000 $ 5,554 $ 352,163 $(357,717) $ --
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
SENIOR OPTICIAN SERVICE, INC.
(formerly Environmental Protection Corporation)
STATEMENTS OF CASH FLOWS
Years ended March 31, 2000, 1999 and 1998
March 31, March 31, March 31,
2000 1999 1998
--------- --------- ---------
Cash Flows from Operating Activities
Net loss for the year $ -- $ (5,000) $ --
Adjustments to reconcile net loss to net
cash provided by operating activities
Common stock issued for
professional fees -- (5,000) --
--------- --------- ---------
Net cash provided by operating activities -- -- --
--------- --------- ---------
Cash Flows from Investing Activities -- -- --
--------- --------- ---------
Cash Flows from Financing Activities -- -- --
--------- --------- ---------
Increase (Decrease) in Cash -- -- --
Cash at beginning of period -- -- --
--------- --------- ---------
Cash at end of period $ -- $ -- $ --
========= ========= =========
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the year $ -- $ -- $ --
========= ========= =========
Income taxes paid for the year $ -- $ -- $ --
========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
SENIOR OPTICIAN SERVICE, INC.
(formerly Environmental Protection Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
Senior Optician Services, Inc. (formerly Environmental Protection Corporation)
(Company) was initially incorporated on April 20, 1966 under the laws of the
State of Minnesota as Polar Homes, Inc. The Company changed its corporate name
to Polar Campers, Inc. in 1968. The Company was originally formed to "build,
manufacture, sell, lease, own, buy and otherwise deal with in mobile homes,
campers, trailers and any other equipment which from time to time be decided
upon; to own and otherwise deal with in real estate, and to do all things
necessary and proper to accomplish said purposes." The Company ceased all
business operations during 1973 and disposed of all assets and liabilities. The
Company has been dormant since that time.
In August 1991, in anticipation of a business combination with another entity,
the Company changed its corporate name to Access Plus, Inc. This business
combination was unsuccessful and was abandoned due to lack of regulatory
approval in January 1992. Concurrent with the abandonment of that proposed
business combination, the Company changed its corporate name to Environmental
Protection Corporation.
On August 15, 2000, the Company changed its corporate name to Senior Optician
Service, Inc. Senior Optician Service, Inc. intends to enter the specialty
eyewear products business and intends to focus its efforts on specialty eyewear
sales and services for senior citizens who are home or facility bound. The
Company anticipates that its services will initially be offered out of a retail
optician center in Richfield, Minnesota. These services will be principally
marketed to individuals in homebound residential situations, assisted living
facilities and temporary and permanent residence facilities for senior citizens.
The Company's business plan anticipates using an interactive website server for
use at various nurses stations at assisted living facilities and other temporary
and permanent residence facilities for senior citizens. The nursing stations
located in these venues will be able to request products, services and schedule
on-site optician appointments for the facility residents. Further, the Company
anticipates offering the website services in various cities through
independently owned and operated optician stores. Presently, the business
concept is in its development stage and no hardware or software systems have
been installed.
The Company has had no significant operations, assets or liabilities since 1973
and, accordingly, the Company was dependent upon existing resources, management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
The preparation of 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.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.
F-8
<PAGE>
SENIOR OPTICIAN SERVICE, INC.
(formerly Environmental Protection Corporation)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
2. Income taxes
------------
The Company files its own separate federal income tax return. The Company
has no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods.
3. Loss per share
--------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of March 31, 2000, 1999 and 1998, the
Company has no issued and outstanding securities, options or warrants that
would be deemed potentially dilutive in the current and future periods.
NOTE C - COMMON STOCK TRANSACTIONS
On December 18, 1998, the Company's shareholders approved the amendment of the
Company's Articles of Incorporation to allow for the issuance of up to
100,000,000 shares of common stock with a par value of $0.001 per share. Prior
to this change, the Company had been permitted to issue up to 10,000,000 shares
of common stock with a par value of $0.01 per share. This transaction had no
effect on the issued and outstanding shares of common stock of the Company. All
references to issued and outstanding shares and their respective par value have
been changed to reflect this restatement as of the first day of the earliest
period presented in the accompanying financial statements.
On December 17, 1998, in anticipation of the approval of the December 18, 1998
action noted above, the Company's Board of Directors approved the issuance of
5,000,000 shares of unregistered, restricted $0.001 par value common stock to an
individual providing legal and other consulting services necessary to maintain
the integrity of the corporate structure and facilitate the merger with or
acquisition of an unrelated entity.
F-9
