U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
File No.:
CIK:0001101715
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
DIVEDEPOT.COM, INC
(Name of Small Business Issuer)
FLORIDA 65-0817033
(State of Incorporation) (I.R.S. Employer Identification No.)
8890 CORAL WAY, MIAMI, FLORIDA 33165
(Address of principal executive offices) (Zip Code)
Registrants Telephone Number, including area code: 305-554-6720
Securities to be registered under Section 12(b) of the Act: NONE
Securities to be registered under Section 12(g) of
the Act:
Title of Class: Common Stock
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TABLE OF CONTENTS
PART I
Page
Item 1. Business 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
Item 3. Properties 22
Item 4. Security Ownership of Certain Beneficial Owners and Management 22
Item 5. Directors and Executive Officers of the Registrant 24
Item 6. Executive Compensation 26
Item 7. Certain Relationships and Related Transactions 27
Item 8. Description of Securities 28
PART II
Item 1. Market for Registrant's Common Stock and Security Holder Matters 29
Item 2. Legal Proceedings 29
Item 3. Changes in and Disagreements with Accountants on Accounting 29
and Financial Disclosure
Item 4. Recent Sales of Unregistered Securities 30
Item 5. Indemnification of Directors and Officers 34
PART F/S
Signature Page 36
Financial Statements and Supplementary Data F-1
Index to Exhibits 37
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Registrant, was incorporated in 1997 as Baskin In The Sun
International, Inc. in Florida to act as a U. S. holding company for the British
Virgin Islands subsidiary, Baskin In The Sun, Ltd. Hereafter, Baskin In the Sun
International, Inc. will be referred to as "the Company".
CORPORATE NAME CHANGE
At an extraordinary meeting of shareholders held June 10, 1999, the
motion for the corporate name was changed to Divedepot.com, Inc. From this time
forward the company will operate under the name Divedepot.com, Inc. with the BVI
subsidiary maintaining it's current identity of Baskin In The Sun, Ltd. Travel
and non-diving specific operations will operate on a DBA basis under the Baskin
In The Sun name.
PREDECESSOR HISTORY
The Original Baskin In The Sun ("BITS") was founded in February of 1969
on the little known island of Grenada by Alan M. Baskin. In 1973, an unstable
political environment prompted Alan Baskin to sell the existing business
together with the dive boats and SCUBA equipment. The "Baskin In The Sun" name,
however, was retained.
DOMINICAN REPUBLIC: The second Baskin In The Sun operation opened in
Santo Domingo, Dominican Republic, in September of 1974. The business at the
time consisted of a SCUBA store, a classroom for teaching courses and a single
dive boat. This company was first professional operation of its kind in the
Dominican Republic. In 1975 Mr. Baskin sold his interest in the company, but
again retained the corporate name. He formed a partnership with one of the
original investors, Eva Cope, and opened his third dive operation, this time at
the Punta Cana Hotel, a resort on the eastern shore of the Dominican Republic.
The hotel and dive operation was sold to Club Med in the spring of 1977.
HAITI: In November of 1977 Baskin In The Sun opened for business in
Haiti. This move came about for several reasons. First, there were no
professional SCUBA diving operations in the country. Second, the Duvalier
government exerted political stability and was interested in promoting tourism.
Finally, it represented a challenge to be successful in Haiti. The problems
associated with establishing a viable business in Haiti were daunting. Haiti had
a serious public relations problem and was therefore a difficult vacation spot
to sell. Baskin In The Sun operated for nine years in Haiti, while more than
fourteen similar dive businesses met with failure. Unfortunately on February 7,
1985 the Haitian Revolution began. The airlines stopped flying; the tourists
stopped coming. After nine years of Haitian success, it was necessary to close
and relocate Baskin In The Sun to a location where it could again thrive.
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BRITISH VIRGIN ISLANDS: As a British colony, the BVI offered
unquestioned political stability and, furthermore, it was already recognized as
an outstanding diving location. Alan Baskin and Eva Cope purchased an existing
business called Marler Industries, Ltd. (DBA Aquatic Centres) from George and
Luana Marler in Road Town, Tortola, in April of 1986. This business had been
operating in the BVI since 1971. However, it was clear that the company had been
neglected and was in financial trouble. Management was ineffective and many of
the company's assets had been depleted.
To capitalize on the "Baskin In The Sun name", "Aquatic Centres": was
dropped and a new corporation was formed under the name - Baskin In The Sun,
Ltd. Most of the first year of business was spent restructuring the company and
the operation. Donald Mitchell and his daughter Lisa Mitchell (also an
experienced diving professional), together with a small group of Investors,
acquired Baskin In The Sun, Ltd. from Alan Baskin and Eva Cope in 1993.
A predecessor to the Company was formed in 1996, under the laws of the
Republic of Panama as BASKIN IN THE SUN INTERNATIONAL, S.A. The purpose of the
predecessor was to own and operate dive facilities and provide ancillary travel,
retail and rental activities related to the diving industry in the British
Virgin Islands and other locations.
The predecessor, Baskin In The Sun International, S.A., was formed in
1996 to consolidate the subsidiaries Baskin In The Sun, Ltd., Baskin In Panama,
S.A., the investment in Discovery Diving & Fishing, Inc.
The predecessor, Baskin In The Sun International, S.A. was unsuccessful
in its efforts to raise additional capital as a foreign corporation, and had an
unsuccessful investment in Discovery Dive & Fishing, Inc. in Key Largo, Florida.
In December 1997, the management formed the company, which then purchased all of
the assets and liabilities of the predecessor. No markup or goodwill was
recorded in the accounting for the transaction. The subsidiary in BVI, Baskin In
The Sun, Ltd. became a subsidiary of the new company.
The company Baskin In The Sun International, Inc. (name changed to
DiveDepot.Com, Inc. in June 1999) was originally founded in 1997 and in December
of 1997 acquired in exchange for stock and assumption of debt the British Virgin
Island company, Baskin In The Sun, Ltd. The Company commenced operations in the
United States on December 1st, 1997, its purpose engage in dive travel,
promotions and marketing activities in support of the subsidiary located in the
British Virgin Islands.
The Company has funded its activities primarily through a combination
of operating revenues, debt and through the private placement of equity. The
Company's Revenue through June 30, 1999 has been primarily generated from the
sale of travel packages. The Company's current focus is on developing an
improved capacity to efficiently market and sell dive, yacht charter, airline
and hotel accommodations located in the Tropics. Management believes that the
ability to market dive travel and other specialty adventure travel products via
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the Internet provides an opportunity to expend the current operation
substantially, and accordingly has developed an additional business direction of
internet marketing of travel/dive ventures through its Internet Dive Portal
(divedepot.com).
MARKETING
The Corporate Strategy for the Company is to be an recreational diving
resource. While the nature of the business is recreational diving the company's
marketing focus will be on the consumer. The primary objective of the Company is
to market dive resort packages to consumers over the next three to five years.
By carefully choosing new destinations, the number and variety of dive travel
packages will be significantly increased and customized in line with guest's
needs and desires. The Company has developed a centralized reservation service
located in Miami, Florida to assist in its marketing efforts.
The continued development of the Company's U.S. based centralized
reservation, marketing, sales and travel service will enable Baskin customers
from around the world to arrange for vacation packages to vacation locations
with one telephone call, e-mail or fax. This direct reservations service will
provide cost savings for the company as a whole in addition to substantially
increased sales opportunities.
The Company has established an educational program that focuses on
continuing diver training to promote loyal repeat customer portfolio. With the
Company's focus on growth and diversification, this customer base will be the
primary business source for the expanded sites, travel services and investment
opportunities.
The primary objectives of the Company include selling the Company's
existing marketing system to clients. This will be accomplished through
operations through the "Partners in Paradise" program. The Partners in Paradise"
program is an exclusive marketing affiliation which implements recommended
business methods for dive operations and promotion. The Company receives
commissions on travel bookings and royalties on income from the "Partners."
The Company has been developing specialty courses and seasonal events
to give guests additional creative diving opportunities. Each dive trip is
different, even if it is to the same dive site. This diversification of programs
and events will give both repeat customers and first time guests more variety,
as well as the opportunity to gain additional certifications and a broadening of
underwater knowledge.
A key element within the long term objectives of the Company to remain
firmly rooted in the developing and growing Recreation and Leisure Industry. The
Company intends to become involved in every related aspect of the diving
business to include equipment leasing and travel/reservations coordination.
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CURRENT OPERATIONS OF SUBSIDIARY BASKIN IN THE SUN, LTD. IN BVI
The current revenue producing areas of the Company operations primarily
focus on Training, Diving, Rentals and Merchandising in its BVI dive resort
operation; however, 80% of the existing business falls into these four revenue
categories.
The British Virgin Islands are known by purists within the diving
profession as offering the widest variety of diving opportunities in the
Caribbean. There are several shipwrecks throughout the BVI located at varying
depths, accommodating all levels of divers, including snorkelers. The wreck of
the famous British packet, "The Rhone", for example, lends itself to both
snorkeling and SCUBA activities. Wreck diving is of consummate interest to
snorkelers and SCUBA divers since wrecks attract hordes of tropical and reef
fish. Wrecks also sponsor a serious interest in the history of the period and in
those passengers associated with the wreck..
Currently, there are three Baskin In The Sun locations in the British
Virgin Islands: Soper's Hole and Prospect Reef. The first dive center is in
Soper's Hole, on Frenchman's Cay. Locally known as the "West End", Soper's Hole
is a protected harbor nestled among steep hills and dotted with glistening
yachts. The third to open April 1st is on the exclusive Peter Island that is
owned by the Amway Corporation. BITS has chosen a charming setting from which to
operate and promote the diving experience. Close proximity to three large
charter sail companies enhance retail and diving sales substantially.
The second operation, Prospect Reef, is located on the property of The
Prospect Reef Hotel. This hotel is among the largest within the British Virgin
Islands with approximately 131 rooms, six lighted tennis courts, a deep water
diving pool, Olympic designed swimming pool, several different room
configurations, and charming restaurants. The Prospect Reef management is aware
that its continuing relationship with BITS, combined with the rapidly growing
business of SCUBA diving in the BVI, will generate substantial future revenues
for the hotel. It is for this reason that the management of both organizations
have nurtured this association into a support system for both companies.
The Prospect Reef location is a short distance from the new government
building where cruise ship passengers disembark. This is very significant for
the projected business growth of Baskin In The Sun because the British Virgin
Islands has initiated a duty-free status. This places the island of Tortola on a
more competitive footing with St. Thomas, St. John and St. Croix in the US
Virgin Islands. There are currently twenty-eight duty-free items that can be
sold to the cruise ship passengers. Some of these will be sold by the Company
organization along with other popular items currently being merchandised.
The Company has three dive boats, a basic requirement for the diving
and marine recreational business. These boats have configurations that permit
client comfort in a variety of seas. All the BITS boats have configurations that
permit client comfort in a variety of seas. All the BITS boats have good
maintenance and performance records. The Company is committed to fleet
modernization and is always receptive to new dive boats that will improve
customer service and safety.
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Insurance requirements for the Company are currently handled by Lloyds
of London, who gave manifested an interest in continuing to work with the
company during its expansion into the planned PIP program and diversified
business development activities of Baskin International. To determine the scope
of their commitment to support and assist Baskin International, BITS
representatives have conducted negotiations with the Caribbean director of
Lloyds of London. Under discussion are not only BITS Insurance needs, but other
financial requirements which Lloyds has a capacity to serve.
The Company is a PADI Instructor Development Center (IDC), and
authorized to certify all dive instructor levels up to Dive Master and Assistant
Instructor.
INTERNET DIVE PORTAL (DIVEDEPOT.COM)
In conjunction with its dive resort and travel business, the Company
has identified a significant opportunity for utilizing the Internet to web
enable many of its marketing programs and create a dominant Internet presence in
the sport diving industry. The domain and operating name divedepot.com, Inc. has
been researched and trademarked and the domain registered, and a website is
maintained for the domain.
The "Master Dive Portal - divedepot.com, Inc." will be automatically
updated to contain all existing web content (about 709,000 pages) relative to
diving where all pages are posted automatically to all search engines and
directories. By incorporating several traffic generation techniques and
services, the site will attempt to become the largest and most active scuba
diving category-specific portal on the web. Our web development partners
Vitracon Corp., Webulate LLC. and Q Sound Labs, Inc., have created the
proprietary technology to allow a completely automated system to gather all web
category-specific data and organize it into categorized portal that may be
updated at will. This searchable site will also allow many other diver-related
web services that will further enhance the traffic:
1. FREE E-MAIL ACCOUNTS TO ALL DIVERS [email protected] by using this e-mail
the diver would be automatically entered in drawings, get divedepot news,
be updated on specials etc. The model for this is the hotmail.com e-mail
system offered by Microsoft. Every e-mail sent is a marketing piece, as it
has a tag line that is automatically attached containing a hyperlink to the
divedepot.com portal. This system is completely automated and runs on the
web mail server. It also allows a user to check/send e-mail with only a
browser without actually using your own PC and setting up your own e-mail
etc... This system ensures that the user makes a trip to your front page
every time he uses his e-mail.
2. To enhance this further the Company will give individuals 1-3 personal
pages for their own use. As people go to these pages they will pass through
the divedepot.com portal site and generate other impressions and marketing
opportunities. These pages are created by the automated Q sound on-line
page development tool.
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3. The divedepot postcard system. As part of e-mail registration and the mail
system the user will be able to send an e-postcard using a variety of
formats and include proprietary photos by copying in digital photos and
.gif or .jpeg images.
4. Dive shop websites. The Company will create at least an e-commerce page for
every recognized dive shop in the world. Shops will then be able to go up
to several pages by providing us the content, logos, prices for courses
etc.. If they currently have a site it will be initially copied it to
registrant's the appropriate heading. The system will allow all to have an
e-commerce site under the divedepot.com domain and all transactions and
travel will result in a commission being paid to the shop. This system will
ensure the loyalty of the dive shops who are major players in the training
of new divers and sponsoring dive travel
THE COMPANY HOPES TO GENERATE WEB DIRECT REVENUE SOURCES
1. The BVI subsidiary - Baskin In The Sun, Ltd. will be a featured advertiser on
the divedepot site driving traffic to the Baskin site for Dive Travel services,
providing a low cost way of creating substantial traffic through the Baskin
site.
2. Web advertising space will be sold to dive equipment, dive shops, resorts and
services providers.
3. Partnering with book resellers at each content area to sell books on the
subject and other related items.
By registering all dive shops and their clients, registrant will be able to
charge a commission to the dive retailer every time a direct Internet purchase
is effected for either travel services or merchandise. This unique partnering
arrangement with the retail shops promotes ongoing loyalty and a maximization of
all potential sales outlets.
In regard to the possibility that the shares of the Company would qualify
for listing on NASDAQ, the current standards include the requirements that the
issuer of the securities that are sought to be listed have net tangible assets
of at least $4,000,000. The Company does not satisfy the NASDAQ listing
criteria.
COMPETITION
The Company expects to encounter substantial competition in its efforts to
build its businesses. Many of these entities will have significantly greater
experience, financial and other resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to market
services.
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ADMINISTRATIVE OFFICES
The Company currently maintains a mailing address at 8890 Coral Way, Miami,
Florida, 33165. The Company's telephone number is (305) 554-6720. The wholly
owned subsidiary (Baskin In The Sun, Ltd.) maintains offices at Prospect Reef
Hotel, Slaney Point, Tortola, British Virgin Islands, Tel 284-494-2858. The
Company does not currently maintain any other office facilities. Legal counsel
will not be involved in any day to day activities but will handle securities
related and corporate matters for the Company, so long as he is engaged to do
so.
EMPLOYEES
The Company currently employs a staff of five (5). Management of the
Company expects to use consultants, attorneys and accountants as necessary and
will require a further staff of eight (8) to carry on the intended business
plan. Although there is no current plan with respect to its nature or amount,
remuneration may be paid to or accrued for the benefit of, the Company's
officers in addition to Mr. Dilley's current salary as President. See "Executive
Compensation" and under "Certain Relationships and Related Transactions."
RISK FACTORS
1. CONFLICTS OF INTEREST. Certain conflicts of interest may exist between
the Company and its officers and directors. They have other business interests
to which they devote their attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."
2. NEED FOR ADDITIONAL FINANCING. The Company has very limited funds, and
such funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available, that they can be
obtained on terms acceptable to the Company. If not available, the Company's
operations will be limited to those that can be financed with its modest
capital.
3. REGULATION OF PENNY STOCKS. The Company's securities, when available for
trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited investors.
For purposes of the rule, the phrase "accredited investors" means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of $1,000,000 or having an annual income that exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000). For
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transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and also
may affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefore.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks" within the meaning of the rules, the rules would apply to the Company
and to its securities. The rules may further affect the ability of owners of
Shares to sell the securities of the Company in any market that might develop
for them.
Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.
4. LIMITED OPERATING HISTORY. The parent company was formed in December
1997 in Florida (the subsidiary was incorporated as Marler Industries in BVI in
1971) for the purpose of engaging in any lawful business. The Company is not and
has never been profitable. The Company has a limited operating history and has
not yet reached a profitable operating stage.
5. NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will acquire a favorable business opportunity. There is no assurance
that the company will generate profits, or that the market price of the
Company's Common Stock will be increased thereby.
6. LACK OF DIVERSIFICATION. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within the scuba diving and travel industry and therefore increase
the risks associated with the Company's operations.
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7. OTHER REGULATION. An acquisition made by the Company may be of a
business that is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of the Company.
8. DEPENDENCE UPON MANAGEMENT. Limited Participation of Management. The
Company currently has only four individuals who are serving as its officers and
directors. The Company will be heavily dependent upon their skills, talents, and
abilities to implement its business plan, and may, from time to time, find that
the inability of the officers and directors to devote their full time attention
to the business of the Company results in a delay in progress toward
implementing its business plan. See "Management." Because investors will not be
able to evaluate the merits of possible business acquisitions by the Company,
they should critically assess the information concerning the Company's officers
and directors.
9. LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an
employment agreement with its officers and directors, and as a result, there is
no assurance they will continue to manage the Company in the future.
10. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Florida Revised Statutes
provide for the indemnification of its directors, officers, employees, and
agents, under certain circumstances, against attorney's fees and other expenses
incurred by them in any litigation to which they become a party arising from
their association with or activities on behalf of the Company. The Company will
also bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company therefore
if it is ultimately determined that any such person shall not have been entitled
to indemnification. This indemnification policy could result in substantial
expenditures by the Company, which it will be unable to recoup.
11. DIRECTOR'S LIABILITY LIMITED. Florida Revised Statutes exclude personal
liability of its directors to the Company and its stockholders for monetary
damages for breach of fiduciary duty except in certain specified circumstances.
Accordingly, the Company will have a much more limited right of action against
its directors than otherwise would be the case. This provision does not affect
the liability of any director under federal or applicable state securities laws.
12. DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business experience
of its officers and directors, the Company may be required to employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. The selection of any such advisors will be made by the Company's
President without any input from stockholders. Furthermore, it is anticipated
that such persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the President of the
Company considers it necessary to hire outside advisors, he may elect to hire
persons who are affiliates, if they are able to provide the required services.
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13. COMPETITION. The travel marketing and dive business is intensely
competitive. The Company expects to be at a disadvantage when competing with
many firms that have substantially greater financial and management resources
and capabilities than the Company.
14. NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the foreseeable
future.
15. NO PUBLIC MARKET EXISTS. There is no public market for the Company's
common stock, and no assurance can be given that a market will develop or that a
shareholder ever will be able to liquidate his investment without considerable
delay, if at all. If a market should develop, the price may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the securities, many brokerage firms may not be willing to
effect transactions in the securities. Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.
16. RULE 144 SALES. All of the outstanding shares of Common Stock held by
present officers, directors, and stockholders are "restricted securities" within
the meaning of Rule 144 under the Securities Act of 1933, as amended. As
restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
nonaffiliated shareholder after the restricted securities have been held by the
owner for a period of two years. Nonaffiliated shareholders of the Company who
have held their shares for two years under Rule 144(K) are eligible to have
freely tradable shares. A sale under Rule 144 or under any other exemption from
the Act, if available, or pursuant to subsequent registration of shares of
Common Stock of present stockholders, may have a depressive effect upon the
price of the Common Stock in any market that may develop.
17. BLUE SKY CONSIDERATIONS. Because the securities registered hereunder
have not been registered for resale under the blue sky laws of any state, the
holders of such shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that there may be
significant state blue-sky law restrictions upon the ability of investors to
sell the securities and of purchasers to purchase the securities. Accordingly,
investors should consider the secondary market for the Company's securities to
be a very limited one.
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18. CONTROL BY PRINCIPAL STOCKHOLDERS. The directors and executive officers
of the company own a majority of the outstanding Common Stock in DiveDepot.Com.
In particular, Donald Mitchell and entities under his beneficial ownership or
control constitute the largest shareholder of the company's Common Stock. Donald
Mitchell is, an officer and director. As a result, Mr. Mitchell may be able to
control the election of members of the company's Board of Directors and
generally exercise control over the company's corporate actions. Such
concentration of ownership may also have the effect of delaying or preventing a
change in control of the company.
INDUSTRY RISK FACTORS THAT COULD AFFECT OPERATING RESULTS
The following factors, together with other risk factors discussed in the
"Overview" section of Management's Discussion and Analysis of Financial
Condition and Results of Operations and other information contained elsewhere
herein, should be considered carefully in evaluating the company and its
business.
1. NARROW GROSS MARGINS FOR AIR TRAVEL RELATED SALES. Approximately 5% of
the company's revenues in fiscal 1998 were generated through air travel related
sales. As a result of price competition and the entry of airlines into direct
competition with the travel industry and, the elimination or reduction of
commissions paid by airlines, the company's gross margins on air travel sales
will continue to be fairly low, projected to be approximately 12% in fiscal
1999. As a result of the company's narrow gross margins in this product
category, fluctuations in net revenues and operating costs may have an impact on
the company's operating results. Further declines in the company's air travel
gross margins may have an adverse effect on the company's business, financial
condition and operating results.
2. DEPENDENCE ON BRITISH VIRGIN ISLAND OPERATIONS. Disruption of operations
at the Baskin In The Sun Island locations for any reason, including power or
telecommunications failures, natural disasters such as hurricanes, fires,
tornadoes or floods, or work stoppages, would have a material adverse effect on
the company's business, operating results and financial condition.
3.INCREASED EMPHASIS ON INTERNET GENERATED SALES. DiveDepot.Com's adventure
travel sales are characterized by higher gross margins than those attainable in
general vacation and domestic sales. As a result, the company's goal is to
increase the proportion of revenues derived from the provision of adventure
travel packages (dive, yacht charter and condo/villa) relative to air only or
domestic travel sales. DiveDepot.Com's success in increasing its travel revenues
will depend primarily on the exploitation of the Internet as a proactive
marketing and sales tool backed by the history of the Baskin In The Sun brand,
identity, service and reputation. To the extent that DiveDepot.Com does not
successfully increase the revenues attributable to its adventure travel
business, the company's operating margins may be adversely affected. The company
has also recently implemented a sophisticated multi level marketing methodology
for selling its travel services, known as the "Partners in Paradise" program. If
travel revenues do not increase sufficiently or the company fails to accurately
price its services, the company's business, operating results and financial
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<PAGE>
condition would be materially and adversely affected. In addition, customer
acceptance and strong sales of DiveDepot.Com travel services and merchandise and
the ability to establish a significant participating group of dive shops or
network will have a substantial impact on revenues.
4. NEED TO RECRUIT AND RETAIN MANAGEMENT, TECHNICAL AND SALES PERSONNEL.
The company believes that its future success depends, to a large extent, upon
the efforts and abilities of its executive officers, managers, technical and
sales personnel. Failure by the company to attract and train skilled managers,
technical and sales personnel on a timely basis, or the inability of the company
to retain such personnel, could materially and adversely affect the company's
business, operating results or financial condition.
5. MANAGEMENT OF GROWTH. The company has experienced business growth since
its entry into the dive and travel industry and its new business. This growth
has placed, and is expected to continue to place, a significant strain on the
company's management, financial, sales, technical and support systems and
personnel. The ability to manage its growth effectively will require it to
continue to develop and improve its operational, financial and other internal
systems and train, manage and motivate its employees. The company has in the
past and will continue in the future to evaluate the acquisition of businesses
that complement or expand the company's presence and profitability in the sport
diving and related travel and merchandising industry. Integrating newly acquired
businesses may divert significant management resources and attention from day to
day operations.
6. COMPETITION. The sport diving, adventure travel and dive related
merchandising industry is very competitive. DiveDepot.Com expects competition to
intensify in the future. As an integrated product and service provider,
DiveDepot.Com competes with sellers of travel, and other equipment and diving
services providers. Management is not aware of any company, which would compete
directly in every phase of the company's operations. Instead, DiveDepot.Com
faces competition from a number of different sources and on different levels.
Caradonna, Maduro, Island destinations, PADI Travel and others compete with
DiveDepot.Com in adventure travel products. In addition to these large and
established travel wholesalers, DiveDepot.Com also competes against numerous
regional and local companies in the sport diving resort and dive instructional
areas and many of these competitors have longstanding customer relationships.
For the dive travel markets, there is intense competition from other
destinations that have much cheaper air fare from the United States and less
expensive hotel accommodations.
Some of the company's competitors have greater financial, technical and
marketing resources. As a result, such companies may be able to respond more
quickly to new or emerging changes in customer needs or devote more resources to
the development, promotion and sales of their services than DiveDepot.Com. In
addition, competition could result in price decreases and depress gross margins
in the industry. Declines in the company's gross margins may exacerbate the
impact of fluctuating net revenues and operating costs on the company's
operating results and have a material adverse affect on the company's business,
operating results and financial condition.
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<PAGE>
The principal competitive factors in the company's industry include the
breadth and quality of destinations, and services offerings, availability,
pricing, and expertise of the sales and operational workforce. Management
believes that it competes favorably with respect to each of these factors.
However, there can be no assurance that DiveDepot.Com will, in the future, be
able to compete successfully against existing or future competitors or that such
competition will not adversely affect DiveDepot.Com's business, operating
results and financial condition.
7. HIGH DEGREE OF LEVERAGE; FUTURE CAPITAL NEEDS.The Company requires
substantial capital to fund its business and, in particular, to finance Internet
and sales and marketing organizational development, accounts receivable, capital
expenditures, salaries and lease payments on its Miami and British Virgin Island
facilities. To date, the company has relied on an influx of equity and debt to
finance its business and its expansion. As a result, the company is highly
leveraged.
Substantially all of the company's outstanding indebtedness is tied to the
prime rate. The company is not currently a party to any financial instruments,
which would mitigate the company's exposure to increases in the prime interest
rate. Accordingly, increases in the prime rate could adversely impact the
company's pretax income or otherwise materially and adversely affect the
company's business, operating results or financial condition. Also, there can be
no assurance that the company will be able to generate sufficient cash from
operations to satisfy future interest and principal payments. In the event that
the company is unable to meet its payment obligations or needs additional
capital to fund its business, the company would be required to seek alternative
sources of financing or attempt to refinance its existing credit facilities.
There can be no assurance that such alternative equity or debt funding would be
available on terms acceptable to the company, if at all. Under such
circumstances, the company's inability to procure additional funding or
refinance existing indebtedness would have a material adverse effect on the
company's business, operating results and financial condition.
8. LIABILITY AND RISKS FROM PERSONAL INJURY. The sport diving industry is
not highly regulated, and relies on the small group of training agencies to set
safety standards. The company operates under a number of local safety
regulations and all vessels and dive equipment must be inspected annually. All
dive instructors must be certified and insured. The company's diving operations
are constantly exposed to the possibility of accidents or fatalities related to
the sport. A serious accident or fatality could have a serious and material
effect on the company's diving operations and could result in civil penalties on
behalf of the company, its employees, officers and directors. While the company
has all regulatory permits and insurance for its business as presently
conducted, and operates to the highest safety standards there can be no
assurance that such insurance would cover every contingency.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999.
IMPORTANT NOTE ABOUT FORWARD LOOKING STATEMENTS
This Registration Statement contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Predictions of future events are inherently
uncertain. Actual events could differ materially from those predicted in the
forward looking statements due to a number of factors including but not limited
to the risks set forth in the following discussion.
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE UNAUDITED
INTERIM CONDENSED FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED IN
PART 1- ITEM 1 OF THIS REPORT AND DIVEDEPOT.COM'S AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
In late 1998 DiveDepot.Com began negotiating to operate the diving
concession at the Peter Island Resort in the British Virgin Islands. A
concession operating contract was signed with Amway Hotel Corp. and operations
commenced at that location on April 1st, 1999. It is managements expectation
that this operating unit under the control of the subsidiary Baskin In The Sun,
Ltd. will increase to gross sales for the company. Management has worked to
reduce overhead and streamline management and operations in the subsidiary
Baskin In The Sun, Ltd.
In early 1999 management determined that there was a need and potentially
highly valued and very profitable presence in the Industry to be obtained by
creating a dive related Internet portal. This portal would be a search engine
containing all available information for the industry and also be a
transactional based system allowing dive shops, dive resorts and manufacturers
the ability to conduct e-commerce between the users and the diving enthusiasts
who would avail themselves of the services provided to the diving public.
DiveDepot.Com management entered into Internet development contracts with
Virtacon Corp, Webulate, LLC, Q Sound Corp, and Prismawebs to design support and
host the Internet Portal to be known as DiveDepot.Com. At an extraordinary
meeting of shareholders held June 10, 1999 the motion to change the name of the
parent corporation to DiveDepot.Com, Inc. was unanimously approved.
In anticipation of the development of the DiveDepot.Com project, the added
vessels and equipment to support the Peter Island operations and for general
working capital the company developed a private placement offering document that
would attempt to raise $1 million in equity capital. In order to reduce the
number of outstanding shares the company affected a 1 for 3.0363 reverse share
split in April 1999. The terms of the offering were to offer 500,000 common
shares at $2.00 each. As of June 30, 1999 the company has been successful in
raising $485,000 of the proposed $1 million in new equity. Upon completion of
the Internet development contracts 425,000 common shares and 250,000 options
exercisable at an average of $1.70 per share will be issued to the contractors
as partial payment for services.
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<PAGE>
In anticipation of increased staffing to support the DiveDepot.Com Internet
operations additional office space, computer equipment and furniture has been
leased adjacent to the current offices in Miami. There are currently 2 full time
and two part time staff dedicated to developing the databases and information
that will be contained on the DiveDepot.Com site. Much of the initial website
and database design has been completed and the browser-based interfaces are
functional allowing remote database administration.
DiveDepot.Com has incurred net losses and experienced negative cash flow
from operations since inception through the end of the period ending June
30,1999. During the first six months of the fiscal year beginning January 1,
1999 to June 30, 1999. The company realized a net loss of $121,319. There can be
no assurance that the company will be able to achieve or sustain revenue growth,
profitability or positive cash flow on either a quarterly or an annual basis.
Management believes that period-to-period comparisons of its financial
results should not be relied upon as an indication of future performance.
DiveDepot.Com may experience significant period-to-period fluctuations in
operating results depending upon factors such as the success of the
DiveDepot.Com's efforts to expand sales and implement it's Internet marketing
programs and mix of products and services and changes in, and the timing of,
expenses relating to development and sales and marketing. Other factors that may
contribute to variability of operating results include the timely deployment and
implementation of expansion of the DiveDepot.Com outside sales network or
internal direct marketing capability, changes in demand for sport diving travel
and related products and services, the cyclical nature of marine expenditures
and the overall health of the regional and international economy.
RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 1998.
Revenue totaled $1,326,414 for the year ended December 31, 1998. The
1998 reporting period is for 12 months and 1997 was for 1 month due to
incorporating Baskin In The Sun International, Inc. in Dec 1997. Baskin In The
Sun Ltd. results are for 12 months in 1998 and for 15 months in 1997 due to a
change of year end to match the parent company. Management expects losses to be
reduced during the next 9 months with improving results during the remainder of
the fiscal year ending on December 31, 1999. As the low travel season ends in
mid December, travel-booking revenues are expected to increase with an
approximate 60-day lead-time. This will coincide with anticipated deployment of
the Baskin website. The foregoing expectation is a forward looking statement
that involves risks and uncertainties and the actual results could vary
materially as a result of a number of factors.
COST OF REVENUE. Cost of Sales totaled $569,930 (or 43% of sales) for
the year ended December 31, 1998. Cost of revenue consists primarily of costs to
provide travel related services to clients, the costs of merchandise sold in the
retail stores and to a minor extent the costs of fuel and training materials
sold to third parties. Management believes that there is significant room for
reducing the relative cost of travel services and retail merchandise as volumes
increase and buying power is more firmly established. Management has reduced
substantially the inventory carried over the last two years and streamlined the
purchasing operations. At present inventory is turned approximately four times
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<PAGE>
per year. The foregoing expectation is a forward looking statement that involves
risks and uncertainties and the actual results could vary materially as a result
of a number of factors.
OPERATING EXPENSES (Including Marketing, Sales and Administration).
Operating expenses totaled $957,312 for the year ended December 31,1998.
Operating expenses include all costs of salaries, rent, utilities, repairs, fuel
and all costs associated with the ongoing dive operations in the British Virgin
Islands. Dive operations expenses are high as a percentage of sales and
significant economies of scale can be achieved as diving activities increase. At
present, infrastructure and equipment is in place within the companies
operations in the BVI to accommodate substantial additional business with only
minor capital expenditures, marketing, sales and administration expense consists
primarily of personnel expenses, accounting, legal expenses and marketing
development, promotion and sales activities, including salary and commissions,
costs of marketing programs and the cost of attending various dive shows and
travel trade shows. These costs are mostly born by the parent company located in
Miami. This expenditure reflects a substantial investment in the Internet
systems, customer support, marketing and sales organizations necessary to
support the company's expanded customer base. Management expects marketing,
sales and administration expenditures to continue to increase in dollar amount,
but to decline as a percentage of revenue. Specifically, the administrative
infrastructure of Baskin is designed to anticipate future travel, and
merchandise sales that have not yet occurred. As these sales occur,
administrative expenses will not increase substantially and will decline as a
percentage of revenue. The company has also incurred significant administrative
costs in fulfilling its regulatory obligations in preparation for and as a
potential public entity. Management expects these expenses to remain constant
and therefore decline as a percentage of revenue. Together, therefore,
management anticipates that marketing, sales and administrative expenses will
increase somewhat more modestly than in the current fiscal year, but decline
sharply as a percentage of revenue as sales of travel and merchandise increase.
The foregoing expectation is a forward looking statement that involves risks and
uncertainties and the actual results could vary materially as a result of a
number of factors.
EXTRAORDINARY CHARGES. In 1997 Deloitte Touche, Tohmatsu were appointed
as auditors and as part of that change there was a mandate to produce an
unqualified audited consolidated financial statement for the parent and
subsidiary that conformed to US GAAP standards. As part of those changes there
were various accounting adjustments required to bring the company's reporting
into compliance.
1. The year end was changed for the subsidiary Baskin In The Sun, Ltd.
to December from September 30. This is not a GAAP requirement, but greatly
reduces costs and difficulty in preparing financial statements and simplifies
comparison of reporting periods.
2. An adjustment to revaluation of vessels to reflect actual cost was
effected in 1997. This caused a corresponding substantial increase in
depreciation charges beginning 1998.
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<PAGE>
3. The goodwill included in the balance sheet of the parent company
reflects the amount paid for the subsidiary company over it's net book value of
assets. This goodwill is amortized over a 20 year period.
4. Accounts payable reflects an amount of $47,822.00 that is accrued
and unpaid interest on the BIC Enterprises note that forms part of related party
loans. This is a result of management electing to amortize the total interest of
the note equally over the 10-year period. Payments of interest and principle
were therefore reduced substantially in the early years of the note. The
financial statements must reflect this accrued liability in past years and it
must be included to comply with US GAAP. The note holders have agreed to modify
the original agreement and accept payment of the unpaid interest in equal
monthly installments over the remaining 5 years allowing the correct interest
and principle payments to be made monthly on the outstanding balance. The
including of this amount in accounts payable is charged to 1998 earnings, but
will actually be paid in monthly installments over the next 5 years.
5. Net loss reflects the following non-cash items: (see above)
* Depreciation $ 86,925
* Amortization of Good Will $ 36,811
* Interest on Bic Ent. Loan $ 47,822
---------
Total $ 171,558
Net Loss on a cash basis for the year ended December 31, 1998 is ($92,055)
NET LOSS. Baskin had a loss of $263,613 for the year ended December 31,
1998, including adjustments. There is no historical data available for
comparative purposes due to the incorporation of the holding company in December
1997.
LIQUIDITY AND CAPITAL RESOURCES
To date, the company has satisfied its cash requirements primarily
through debt, the sale of capital stock and through operating revenues. The
company's principal uses of cash are to fund working capital requirements and
capital expenditures and to service its vendor, payroll and professional
expenses. Net cash used in operating activities for the year ended December 31,
1998 was $24,565. The amount of cash used in operating activities in this period
was primarily impacted by the increased costs of commencing the Miami
operations. Additional cash expenditures were caused by increased costs in
anticipation of the Baskin Internet development program and the expansion of
Baskin's management, sales, marketing and organizational infrastructure.
For the year ended December 31, 1998 cash of $25,111 was generated from
financing activities. The net cash decrease for the year ended December 31, 1998
was $87,403. At December 31, 1998, the company had cash and cash equivalents of
($41,867).
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RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
REVENUE. Revenue totaled $688,495 for the six months ended June 30,
1999. Management expects losses to remain constant during the next 3 months with
improving results during the remainder of the fiscal year ending on December 31,
1999. As the low travel season ends in mid December, travel-booking revenues are
expected to increase with an approximate 60-day lead time. This will coincide
with anticipated deployment of the DiveDepot.Com website. The foregoing
expectation is a forward looking statement that involves risks and uncertainties
and the actual results could vary materially as a result of a number of factors.
COST OF REVENUE. Cost of Sales totaled $183,606 (or 27% of sales) for
the six months ended June 30, 1999. Cost of revenue consists primarily of costs
to provide travel related services to clients, the costs of merchandise sold in
the retail stores and to a minor extent the costs of fuel and training materials
sold to third parties. Management believes that there is significant room for
reducing the relative cost of travel services and retail merchandise as volumes
increase and buying power is more firmly established. Management has reduced
substantially the inventory carried over the last two years and streamlined the
purchasing operations. At present inventory is turned approximately four times
per year. The foregoing expectation is a forward looking statement that involves
risks and uncertainties and the actual results could vary materially as a result
of a number of factors.
OPERATING EXPENSES (Including Marketing, Sales And Administration).
Operating expenses totaled $495,644 for the six months ended June 30,1999.
Operating expenses include all costs of salaries, rent, utilities, repairs, fuel
and all costs associated with the ongoing dive operations in the British Virgin
Islands. Dive operations expenses are high as a percentage of sales and
significant economies of scale can be achieved as diving activities increase. At
present infrastructure and equipment is in place within the companies operations
in the BVI to accommodate substantial additional business with only minor
capital expenditures Marketing, sales and administration expense consists
primarily of personnel expenses, accounting, legal expenses and marketing
development, promotion and sales activities, including salary and commissions,
costs of marketing programs and the cost of attending various dive shows and
travel trade shows. These costs are mostly born by the parent company located in
Miami. This expenditure reflects a substantial investment in the Internet
systems, customer support, marketing and sales organizations necessary to
support the company's expanded customer base. Management expects marketing,
sales and administration expenditures to continue to increase in dollar amount,
but to decline as a percentage of revenue. Specifically, the administrative
infrastructure of DiveDepot.Com is designed to anticipate future travel, and
merchandise sales that have not yet occurred. As these sales occur,
administrative expenses will not increase substantially and will decline as a
percentage of revenue. The company has also incurred significant administrative
costs in fulfilling its regulatory obligations in preparation for and as a
potential public entity. Management expects these expenses to remain constant
and therefore decline as a percentage of revenue. Together, therefore,
management anticipates that marketing, sales and administrative expenses will
increase somewhat more modestly than in the first six months of the current
fiscal year, but decline sharply as a percentage of revenue as sales of travel
and merchandise increase. The foregoing expectation is a forward looking
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statement that involves risks and uncertainties and the actual results could
vary materially as a result of a number of factors.
NET LOSS. DiveDepot.Com had a loss of approximately $121,319 for the
six months ended June 30, 1999 as compared to approximately $131,806 for the six
months ended June 30, 1998 or a loss of $263,613 for the fiscal year ending
December 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
To date, the company has satisfied its cash requirements primarily
through debt, the sale of capital stock and through operating revenues. The
company's principal uses of cash are to fund working capital requirements and
capital expenditures and to service its vendor, payroll and professional
expenses. Net cash used in operating activities for the six months ended June
30, 1999 was approximately $489,021 as compared to approximately $62,245 for the
six months ended June 30, 1998. Net cash used in operating activities in the
fiscal year ending December 31, 1998 was $124,490. The amount of cash used in
operating activities in both periods was primarily impacted by the increased
costs of consolidating operations in the Miami operations and expenses
associated with commencement opening the new dive operations at Peter Island.
Additional cash expenditures were caused by increased costs in supporting the
DiveDepot.Com Internet development program and the expansion of DiveDepot.Com's
management, sales, marketing and organizational infrastructure.
For the six months ended June 30, 1999 cash of approximately $502,484
was generated from financing activities. In the period ending June 30, 1999,
cash of $462,000 (net of sales commissions) was generated by the sale of
DiveDepot.Com's Common Stock in a private placement. The net cash increase for
the six-month period ended June 30, 1999 was $63,862. At June 30, 1999, the
company had cash and cash equivalents of approximately $21,995.
The company does not presently have enough funding to meet its daily
working capital needs.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. The Company will have to
seek loans or equity placements to cover such cash needs.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.
Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.
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YEAR 2000 ISSUES
Year 2000 problems result primarily from the inability of some computer
software to properly store, recall, or use data after December 31, 1999. These
problems may affect many computers and other devices that contain embedded
computer chips. Based on a review of its existing information systems, the
Company does not anticipate that it will incur significant costs in connection
with bring its information systems into compliance with Year 2000 requirements.
Most of DiveDepot.Com's software is non-customized third-party software.
However, there is no guarantee that the company will not experience disruptions
in its operations due to a failure of its vendors, key suppliers, lenders,
utility providers or dealers in addressing their individual Year 2000 compliance
issues effectively.
The Company relies on non-IT systems that may suffer from Year 2000
problems, including telephone systems and facsimile and other, office machines.
Moreover, the Company relies on third-parties that may suffer from Year 2000
problems that could affect the Company's operations, including banks,
reservation systems, and utilities. The Company does not believe that such
non-IT systems or third-party Year 2000 problems will affect the Company in a
manner that is different or more substantial than such problems affect other
similarly situated companies or industry generally. Consequently, the Company
does not currently intend to conduct any further readiness assessment of Year
2000 problems or to develop a detailed contingency plan with respect to Year
2000 problems that may affect the Company.
ITEM 3. DESCRIPTION OF PROPERTY
None. The Company leases facilities from a non-affiliate for its
offices at 8890 Coral Way, Suite 220, Miami, Florida.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth as of the date of this Registration
Statement, the number of shares of common Stock owned of record and beneficially
by executive officers, directors and persons who hold 5.0% or more of the
outstanding Common Stock of the Company. Also included are the shares held by
all executive officers and directors as a group.
5% SHAREHOLDERS/ NUMBER OF SHARES OWNERSHIP
BENEFICIAL OWNERS PERCENTAGE
Carl Dilley, 80,871 4.4%
President & Director
8890 Coral Way, Suite 220
Miami, FL 33176
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Donald Mitchell 545,027(1) 29.0%
Chairman & Director
6929 Kenfig Dr.
Falls Church, VA 22042
Frank Horwich, 110,000(2) 5.9%
Secretary & Director
300 S. Jackson St., Suite 100
Denver, CO 80209
Lisa Mitchell, 75,871 4.1%
Vice President & Director
324 Palmetto St.
Oviedo, FL 32765
Baskin in the Sun International, S.A. 200,419 11.0%
8890 Coral Way, Suite 220
Miami, FL 33165
Dr. Martin Preskin 125,000 6.2%
8324 N.W. 40TH Ct.
Coral Springs, FL 33065
Virtacon Corp 100,000 5.4%
4910 Blue Lake Drive
Suite 200
Boca Raton, FL 33431
Q Sound Labs, Inc. 225,000 12.2%
400-3115 12TH St., NE
Calgary, Alberta, Canada
All directors and executive
Officers as a group (4 persons) 811,769 43.4%
Each principal shareholder has sole investment power and sole voting power over
the shares.
(1) Through Exodus Asset Corp.
(2) Includes shares owned by Webulate, LLC which Mr. Horwich controls.
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<TABLE>
<CAPTION>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.
The directors and executive officers currently serving the Company are
as follows:
<S> <C> <C> <C>
NAME AGE POSITION HELD TENURE
- --------- --- ------------------ ------
Carl Dilley 44 President & Director Since 1997
Lisa Mitchell 41 Vice President & Director Since 1997
Frank Horwich 39 Secretary & Director Since 1997
Don Mitchell 66 Chairman & Director Since 1999
</TABLE>
The directors named above will serve until the net annual meeting of
the Company's stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.
CARL DILLEY, President and Director, holds a business degree from the
College of New Caledonia, in British Colombia where he attended from 1973 to
1974 and, later during 1979 to 1982 completed advanced accounting and financial
analysis programs at The University of British Columbia and the University of
West Virginia. He is a fellow of the Canadian Securities Institute and holds a
designation of F.C.S.I. for completing advanced studies in Canadian Investment
Finance. He served for many years in various capacities at the firm of Pemberton
Securities that was eventually purchased by Dominion Securities. From 1990 to
1996 Carl served as project manager and director of finance for Industrial
Bosque Puerto Carrillo S.A., of Costa Rica (a flooring manufacturer). He has
also acted in executive capacity as a CFO for the Firm of Marc M. Harris in
Panama in 1996. He became President and Director of Baskin In The Sun
International, S.A. in 1996. He, together with the executive committee, are
responsible for the hands-on strategic planning of the organization.
FRANK HORWICH, is a Secretary and Director of the Company since 1997.
He studied Administration and Psychology at Southern Illinois University from
1978-1979. From 1998 to present he has been President of Webulate, LLC, an
information technology consulting company. From 1987 to 1998 he was President,
CEO and Director of Secutron Corp. of Denver, Colorado which developed a
software system for broker-dealers.
LISA MITCHELL, Vice President and Director, was the acting General
Manager of Baskin In The Sun, Ltd. (the BVI subsidiary) 1995 -1998 and is one of
the founding shareholders. She has been employed by Sea World in Orlando since
1998. Her experience includes over 18 years as Diving Instructor and dive shop
management activity. Lisa Mitchell was Retail Manager for the DIVI Operation at
the Flamingo Beach Hotel in Bonaire from 1990 to 1993, which is a large dive
operation. Lisa served as Training Director at Lady Cyana Divers in Islamorada,
Florida from 1985 to 1990, Assistant Manager at Sea Dwellers Sports Center in
Key Largo, from 1982 to 1985, and Assistant SCUBA Director at SeaCamp
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Association from 1980 to 1982. She obtained a BA in 1988 in Resort/Management
from George Mason University. She was a Vice President and a Director of Baskin
in the Sun International, S.A. 1996-1997, and has been Vice President and
Director of the Company since inception in 1997.
DON MITCHELL, Chairman of the Board and Director, studied at
Bridgewater, Virginia and at New York University in New York. Prior to becoming
a partner in Asian Strategic Partners in 1998, Mr. Mitchell served as president
of an international investment firm in Central America, The Firm of Marc Harris,
in 1996. He has been an officer and director of Baskin In The Sun International,
Inc. (1997-1999) and Baskin In The Sun International, S.A. (1996-1997). He was a
director of IPAC from 1993 to 1996. He was an officer of Revenge Marine, Inc.
(1997-1998) and has been an officer of Grant Douglas Publishing since July 1999.
The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis, except Carl Dilley is full-time.
None of the Company's officers, except Carl Dilley and/or directors
receives any compensation for their respective services rendered to the Company,
nor have they received such compensation in the past. The all have agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of filing this report,
the Company has no funds available to pay officers or directors. Further, none
of the officers or directors is accruing any compensation pursuant to any
agreement with the Company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.
As permitted by Florida Revised Statutes, the Company may indemnify its
directors and officers against expenses and liabilities they incur to defend,
settle or satisfy any civil or criminal action brought against them on account
of their being or having been Company directors or officers unless, in any such
action, they are adjudged to have acted with gross negligence or willful
misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.
CONFLICTS OF INTEREST
The officers and directors of the Company will not devote more than a
portion of their 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 their 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.
25
<PAGE>
Conflict of Interest - General. Certain of the officers and directors
of the Company may be directors and/or principal shareholders of other companies
and, therefore, could face conflicts of interest with respect to time.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the Company's officers or directors are involved in
the management of any firm with which the Company transact business. The
Company's Board of Directors has adopted a policy that the Company will not seek
a merger with, or acquisition of, any entity in which management serve as
officers or directors, or in which they or their family members own or hold a
controlling ownership interest. Although the Board of Directors could elect to
change this policy, the Board of Directors has no present intention to do so.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ITEM 6. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
Name & Principal Year Salary Bonus Other Annual Restricted Securities
Position ($) ($) Comp- Stock Underlying
ensation ($) Award(s) Options
($) /SARS (#)
- ------------------------------------------------------------------------------------------------------------------
Carl Dilley, 1997 $65,000 0 0 $70,871 0
President 1998 $11,000 0 0 0 0
Frank Horwich, 1997 0 0 0 0 0
Secretary 1998 0 0 0 0 0
Lisa Mitchell, 1997 0 0 0 0 0
Vice President 1998 $48,000 0 0 0 0
Don Mitchell, 1997 0 0 0 0 0
Chairman 1998 0 0 0 0 0
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS' COMPENSATION
Name Year Annual Meet- Consulting Number Number of
Retainer ing Fees/Other of Securities
Fee($) Fees Fees ($) Shares Underlying
($) (#) Options
SARS (#)
A. Director, Carl Dilley 1998 0 0 0 0 0
B. Director, Frank Horwich 1998 0 0 0 10,000 0
C. Director, Lisa Mitchell 1998 0 0 0 0 0
D. Director, Don Mitchell 1998 0 0 0 0 0
</TABLE>
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End
Option/SAR value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Prior to the date of this filing, the Company issued shares to its
founders, officers, directors and to the shareholders. Certificates evidencing
the Common stock issued by the Company to these persons have all been stamped
with a restrictive legend, and are subject to stop transfer orders by the
Company.
a. In 1996 the Company acquired all of the assets and liabilities
of Baskin in the Sun International, S.A., a Panamanian
corporation, in exchange for 220,418 shares (post split) of
common stock of the Company and the assumption of debt of the
Panamanian corporation. Messrs. Carl Dilley and Donald
Mitchell, Frank Horwich and Lisa Mitchell were officers and
directors of Baskin in the Sun International, S.A. at the time
of the acquisition. The additional consideration for the
acquisition of assets were as follows:
* Assumption by BITS INT, Inc. of the note and account payable to Donald
Mitchell and Exodus Assets Corp., in the amount of $216,471.22.
* The return to Baskin In The Sun International,S.A. of all of shares of
Baskin In The Sun International,S.A. (1,083,939 shares) currently held
by 15 S.A. and Exodus Assets Corp.
* A promissory note from Baskin In The Sun International, Inc. to Baskin
In The Sun International, S.A. for $365,247.53.
* Assumption of long-term debt in the amount of $352,917.00.
27
<PAGE>
Carl Dilley became President and Director of the Registrant in
December 1997 and received 80,871 shares of common stock of Registrant in
December 1997 for services in organizing companies. Lisa Mitchell became Vice
President and Director of Registrant and received 75,871 shares of common stock
of Registrant for services in organizing the company. Donald Mitchell, through
Exodus Assets Corp., received 545,027 shares of common stock of the Registrant
in consideration of the conversion of $216,471 in debt owed Mr. Mitchell for
cash advances.
b. Frank Horwich, a Director and Secretary received 10,000 shares
of common stock of Registrant in 1998 for agreeing to serve as
Director and Secretary. His company Webulate, LLC received
100,000 shares of common stock of Registrant in 1999 for its
services in building the software for the database for the
travel reservations system of Registrant.
c. Q Sound Labs received 225,000 shares of common stock of
Registrant in 1999 for its services in building the Website -
DiveDepot.com.
d. Virtacon Corp. received 100,000 shares of common stock of
Registrant in 1999 for its services in designing parts of the
website DiveDepot.com.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of Common Stock $.001 par value. Each record holder of Common
Stock is entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not permitted by the Articles of Incorporation. As of December
1, 1999, there were 1,835,498 shares issued and outstanding.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out of
legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued, the
relative interests of then existing stockholders may be diluted.
TRANSFER AGENT
The Company has engaged Mountain Share Transfer, Inc., 1625 Abilene
Drive, Broomfield, Colorado 80020 as its transfer agent.
28
<PAGE>
REPORTS TO STOCKHOLDERS
The Company plans to furnish its stockholders with an annual report for
each fiscal year containing financial statements audited by its independent
certified public accountants. In the event the Company enters into a business
combination with another company, it is the present intention of management to
continue furnishing annual reports to stockholders. The Company intends to
comply with the periodic reporting requirements of the Securities Exchange Act
of 1934 for so long as it is subject to those requirements, and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS
No public trading market exists for the Company's securities and all of
its outstanding securities are restricted securities as defined in Rule 144.
There were 1,835,498 holders of record of the Company's common stock on December
1, 1999. No dividends have been paid to date and the Company's Board of
Directors does not anticipate paying dividends in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
The Company is a party to only one legal action. That action is in the
Circuit Court for Miami - Dode County, Florida, Plaintiff, the firm of Marc M.
Harris, on behalf of others has alleged breach of contract, fraud, conversion,
and constructive trust. The total amount of the claim by the firm of Marc M.
Harris is recorded as long-term debt on the company books and audited statement.
This debt was acquired in the acquisition of all liabilities and assets of
Baskin In The Sun International, S.A. The Company is vigorously defending the
action and believes the action is without foundation because the Plaintiff
offset accounts containing funds of Defendant in similar amounts to those
claimed. In the event Plaintiff were fully successful, Defendant could sustain a
judgment exceeding $217,000, plus interest, which could have a material impact
on the Company. The Company will be filing a counter claim that in settlement
can only reduce the liabilities of the company as they currently stand and not
further worsen or negatively impact the corporation.
No director, officer or affiliate of the Company, and no owner of
record or beneficial owner of more than 5.0% of the securities of the Company,
or any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company in
reference to any litigation.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Not applicable.
29
<PAGE>
<TABLE>
<CAPTION>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Since December 1997 (the date of the Company's formation), the Company
has sold its Common Stock to the persons listed in the table below in
transactions summarized as follows:
<S> <C> <C> <C>
Name and Address Purchase Date # of Shares Consideration
Issued
- -------------------------------------------------------------------------------------------------------------
Exodus Asset Corp. 11/01/97 545,027 Services/Founder
6829 Kenfig Dr
Falls Church, VA 22042
Carl Dilley 11/01/97 80,871 Services/Founder
8890 Coral Way, Suite 220
Miami, FL 33176
Lisa Mitchell 11/01/97 5,871 Services/Founder
324 Palmetto St.
Oviedo, FL 32765
Claire Abrehart 06/04/98 2,964 Employee Bonus
P.O. Box 3012
RoadTown,
British Virgin Islands
Kevin Dobb 02/15/99 3,976 Employee Bonus
2191 Parkway Blvd.
Coquitlam, BC Canada
Mike Littman 02/15/99 9,880 Services
10200 W. 44TH Ave.
Suite 400
Wheat Ridge, CO 80033
Chris Winter 02/15/99 9,880 Services
7101 Lexington Farm Dr.
Alpharetta, GA 30004
John Hluska 02/15/99 1,988 Employee Bonus
Prospect Reef Resort
RoadTown,
British Virgin Islands
30
<PAGE>
Baskin In The Sun 11/01/97 200,419 Founder/Services
International, S.A.
8890 Coral Way, Suite 220
Miami, FL 33165
Frank Horwich 06/09/99 10,000 Director/Stock Bonus
300 S. Jackson St., Suite 100
Denver, CO 80209
Sue Thompson 02/15/99 1,000 Employee Stock Bonus
Prospect Reef Resort
RoadTown,
British Virgin Islands
Jane Barnes 02/15/99 1,000 Employee Bonus
10241 SW 128TH St.
Miami, FL 33176
Barry Potter 07/01/98 329 Services
3087 N.E. 183 Lane
Aventure, FL 33160
Hylton Wright 07/01/98 3,293 $ 4,700
900 Greenhill Rd.
Mt. Airy, NC 27030
Abraham Garfinkel 04/06/99 5,000 $ 10,000
879 E. 27TH Street
Brooklyn, NY 11210
Isaac Tietelbaum 04/06/99 5,000 $ 10,000
C/O Moses Gluck
14 Quickway Rd. Unit 101
Monroe, NY 10950
Irwin B. Finch 03/29/99 50,000 $100,000
134 Wood Dale Dr.
Ballston Lake, NY 10219
Paul Sachter 03/24/99 10,000 $ 29,000
1785 Whispering Oaks
Ogden, UT
31
<PAGE>
Dr. Martin Preskin 04/0699 50,000 $100,000
8324 N.W. 40TH Ct.
Coral Springs, FL 33065
Sheldon L. Miller 03/17/99 50,000 $100,000
3000 Town Center,
Suite 1700
Southfield, MI 48074-1188
Earth Care Corp. 04/06/99 10,000 $ 20,000
12535 W. Lisbin Rd.
Brookfield, WI 53005
Rex Schuette 03/30/99 10,000 $ 20,000
25 Cider Hill Lane
Sherborn, MA 01770
Dr. Ira Kalfus 04/06/99 10,000 $ 20,000
135 W. 70TH St.
New York, NY 10023-4458
Wayne Home 04/06/99 12,500 $ 25,000
Pine Haven Cir.
Boca Raton, FL
Ruth Schuler 04/06/99 2,500 $ 5,000
4188 NW 83 Lane
Coral Springs, FL 33065-1316
Dr. Luis Cruz 4/06/99 15,000 $ 30,000
2260 SW 8TH St.
Miami, FL 33135
Nico R. Pronk 4/06/99 12,500 $ 25,000
1140 SW 21 Ave.
Boca Raton, FL 33486
Kyle Kennedy 04/01/99 48,500 Services
710 Oakfield Dr.
Suite 206
Brandon, FL 33511
32
<PAGE>
Kyle Kennedy 04/01/99 25,000 Services
710 Oakfield Dr.
Suite 206
Brandon, FL 33511
Magnus Opus Capital, Inc. 08/04/99 23,000 Services
4910 Blue Lake Drive,
Suite 200
Webulate 08/31/99 100,000 Services
300 S. Jackson St.
Suite 300
Denver, CO
Virtacon, Corp., Inc. 08/31/99 100,000 Services
4910 Blue Lake Drive
Suite 200
Boca Raton, FL 33431
Q Sound Labs, Inc. 08/31/99 225,000 Services
400-3115 12TH St., NE
Calgary, Alberta, Canada
</TABLE>
Each of the sales listed above was made for cash or service as listed.
All of the listed sales were made in reliance upon the exemption from
registration offered by Section 4 (2) of the Securities Act of 1933, as amended.
Based upon Subscription Agreements completed by each of the subscribers, the
Company had reasonable grounds to believe immediately prior to making an offer
to the private investors, and did in fact believe, when such subscriptions were
accepted, that such purchasers (1) were purchasing for investment and not with a
view to distribution, and (2) had such knowledge and experience in financial and
business matters that they were capable of evaluating the merits and risks of
their investment and were able to bear those risks. The purchasers had access to
pertinent information enabling them to ask informed questions. The shares were
issued without the benefit of registration. An appropriate restrictive legend is
imprinted upon each of the certificates representing such shares, and
stop-transfer instructions have been entered in the Company's transfer records.
All such sales were effected without the aid of underwriters, and no sales
commissions were paid.
All of the investors were sophisticated and were known by principals in
the company to have business investment experience. The company provided a
personal interview with a principal in the company for each investor who
explained the business plan, and provided a copies of any documents requested by
an investor. Each subscriber executed a subscription agreement in which the
subscriber acknowledged a) an understanding of the investment risks, b) an
understanding of the nature of the securities as being unregistered, and
restricted from transfer c) an ability to hear economic risk of loss and
illiquidity, and d) an investment intent and not a purchase for redistribution.
33
<PAGE>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Revised Statutes provide that the Company may indemnify its
officers and directors for costs and expenses incurred in connection with the
defense of actions, suits, or proceedings where the officer or director acted in
good faith and in a manner he reasonably believed to be in the Company's best
interest and is a party by reason of his status as an officer or director,
absent a finding of negligence or misconduct in the performance of duty.
EXCLUSION OF LIABILITY
The Florida Corporation Act excludes personal liability for its
directors for monetary damages based upon any violation of their fiduciary
duties as directors, except as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, acts in violation of the Florida
Corporation Act, or any transaction from which a director receives an improper
personal benefit. This exclusion of liability does not limit any right which a
director may have to be indemnified and does not affect any director's liability
under federal or applicable state securities laws.
34
<PAGE>
PART F/S
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is included as a separate Exhibit to this
report. Please see pages F-1 through F-23.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules. The following financial statements
and schedules for the Registrant as of June 30, 1999 and for the fiscal year of
1998 are filed as part of this report.
(1) Financial statements of DiveDepot.com, Inc. (formerly Baskin In The Sun
International, Inc.) and subsidiaries.
<TABLE>
<CAPTION>
<S> <C>
PAGE
Cover Page
Index to Financial Statements F-1
Independent Auditor's Report for years ended
December 31, 1998 and December 31, 1997 F-2
Consolidated Balance Sheet at end of December 31, 1998 F-3
Consolidated Statement of Operations at end of December 31, 1998 F-4
Consolidated Statement of Stockholders' Equity at end of December 31, 1998 F-5
Consolidated Statement of Cash Flows at end of December 31, 1998 F-6
Notes to the Consolidated Financial Statements F-7 - F-12
Interim Financial Statements for period ended June 30, 1999 (unaudited) F-13
Balance Sheet F-14
Income Statement & Retained Deficit F-15
Statement of Cash Flows F-16
Notes to Financial Statements F-17 - F-21
35
</TABLE>
<PAGE>
SIGNATURES:
Pursuant to the requirements of Section 12 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: December 22,1999
DIVEDEPOT.COM, INC.
BY: /S/CARL DILLEY
Carl Dilley, President
BY: /S/FRANK HORWICH
Frank Horwich, Secretary
BY: /S/LISA MITCHELL
Lisa Mitchell, Vice President
DIRECTORS:
BY: /S/CARL DILLEY
Carl Dilley, Director
BY: /S/FRANK HORWICH
Frank Horwich, Director
BY: /S/LISA MITCHELL
Lisa Mitchell, Director
BY: /S/DON MITCHELL
Don Mitchell, Director
36
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
INDEX TO FINANCIAL STATEMENTS
PAGE
Cover Page
Index to Financial Statements F-1
Independent Auditor's Report for years ended
December 31, 1998 and December 31, 1997 F-2
Consolidated Balance Sheet at end of December 31, 1998 F-3
Consolidated Statements of Loss and Retained Deficit
at end of December 31, 1998 F-4
Consolidated Statement of Stockholders' Equity at end of December 31, 1998 F-5
Consolidated Statement of Cash Flows at end of December 31, 1998 F-6
Notes to the Consolidated Financial Statements F-7 - F-12
Interim Financial Statements for period ended June 30, 1999 (unaudited) F-13
Consolidated Balance Sheet F-14
Income Statement & Retained Deficit F-15
Consolidated Statement of Cash Flows F-16
Notes to Financial Statements F-17-F-21
F-1
</TABLE>
<PAGE>
DELOITTE & TOUCHE Omar Hodge Building Telephone: (284)494-2868
Wickhams Cay 1 Facsimile: (284) 494-7889
P.O. BOX 3083 E-MAIL: [email protected]
Road Town, Tortola
British Virgin Islands
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Baskin In The Sun International, Inc.
We have audited the accompanying balance sheet of Baskin In The Sun
International, Inc. and its subsidiary (the "Group") as of December 31, 1998 and
1997 and the related consolidated statements of loss and retained deficit, of
cash flows and changes in shareholders' equity for the year ended December 31,
1998 and for the period from December 1, 1997 (date of incorporation) to
December 31, 1997 (all expressed in United States dollars). These financial
statements are the responsibility of the Group's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated 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 present fairly, in all material
respects, the financial position of the Group as of December 31, 1998 and 1997,
and the results of its operations, cash flows and changes in shareholders'
equity for the year ended December 31, 1998 and the period from December 1, 1997
to December 31, 1997, in accordance with accounting principles generally
accepted in the United States of America.
/s/Deloitte Touch & Co.
May 20, 1999
British Virgin Islands
F-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
BASKIN IN THE SUN INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
December 31, 1998 and 1997
(Expressed in United States dollars)
1998 1997 (Note 12)
------------------------- ----------------------
CURRENT ASSETS
Cash 27,482 45,536
Accounts Receivable (Note 3) 83,883 86,801
Inventory (Note 4) 51,169 77,806
------------------------- ----------------------
162,534 210,143
Fixed Assets (Note 5) 263,449 337,077
Goodwill (Note 6) 699,415 736,226
Deferred Costs (Note 7) 35,701 -
------------------------- ----------------------
$1,161,099 $1,283,446
========================= ======================
LIABILITIES
Current Liabilities
Bank overdraft 69,349 -
Accounts payable (Note 8) 269,741 177,708
Customer deposits 500 30,354
Income taxes - 6,687
Bank loan (Note 9) 7,075 6,291
Related party loans (Note 10) 55,000 55,000
------------------------- ----------------------
401,665 276,040
Long Term Liabilities
Bank loan (Note 9) 3,743 10,818
Related party loans (Note 10) 657,067 685,436
------------------------- ----------------------
660,810 696,254
Shareholders' Equity
Share Capital (Note 11) 4,200 1,562
Contributed Surplus 358,037 335,564
Retained Deficit (263,613) (25,974)
------------------------- ----------------------
98,624 311,152
========================= ======================
$1,161,099 $1,283,446
========================= ======================
Approved by the Board of Directors:
/s/Carl Dilley, Director
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
BASKIN IN THE SUN INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF LOSS AND RETAINED DEFICIT
December 31, 1998 and 1997
(Expressed in United States dollars)
Year ended Period Ended
December 31, 1998 December 31, 1997
(Note 12)
--------------------------- ----------------------------
Sales 1,326,414 78,474
Cost of Sales 569,930 19,859
--------------------------- ----------------------------
Gross Profit 756,484 58,615
Operating Expenses 957,312 84,589
Amortization of Goodwill 36,811 -
--------------------------- ----------------------------
Operating Loss before Income Taxes (237,639) (25,974)
Income Taxes - -
--------------------------- ----------------------------
Net Loss (237,639) (25,974)
Retained Deficit, Beginning of (25,974) -
Year/Period
--------------------------- ----------------------------
Retained Deficit, End of Year/Period $(263,613) $(25,974)
=========================== ============================
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
BASKIN IN THE SUN INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
December 31, 1998 and 1997
(Expressed in United States dollars)
Shares Share Capital Contributed Retained Total
Outstanding Surplus deficit Shareholders'
Equity
--------------- --------------- --------------- ------------- ---------------
SHAREHOLDERS' EQUITY
AT DECEMBER 1, 1997
Additions 1,561,571 1,562 335,564 - 337,126
Net loss - - - (25,974) (25,974)
--------------- --------------- --------------- ------------- ---------------
SHAREHOLDERS' EQUITY 1,561,571 1,562 335,564 (25,974) 311,152
AT DECEMBER 1, 1998
Additions 2,638,000 2,638 22,473 - 25,111
Net loss - - - (237,639) (237,639)
--------------- --------------- --------------- ------------- ---------------
SHAREHOLDERS' EQUITY 4,199,571 $4,200 $358,037 $(263,613) $98,624
AT DECEMBER 31, 1998
=============== =============== =============== ============= ===============
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
BASKIN IN THE SUN INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
December 31, 1998 and 1997
(Expressed in United States dollars)
Year ended Period ended December
December 31, 1998 31, 1997 (Note 12)
---------------------- --------------------------
CASH FLOW PROVIDED BY/(USED IN):
OPERATING ACTIVITIES
Net loss (237,639) (25,974)
Adjustments for items not involving the movement of cash:
Depreciation 86,925 3,236
Amortization of goodwill 36,811 -
Loss on sale of fixed assets 4,291 -
Changes in non-cash working capital
Accounts receivable 2,918 (86,801)
Inventory 26,637 (77,806)
Accounts payable 92,033 177,708
Customer deposits (29,854) -
Income taxes (6,687) 6,687
---------------------- --------------------------
(24,565) (2,950)
---------------------- --------------------------
FINANCING ACTIVITIES
Proceeds from sale of shares 2,638 337,126
Contributed surplus 22,473 -
Deferred costs (35,701) 30,354
Proceeds from bank loans - 17,109
Repayment of bank loans (6,291) -
Related party loans (28,369) 740,436
---------------------- --------------------------
(45,250) 1,125,025
---------------------- --------------------------
INVESTING ACTIVITIES
Purchase of subsidiary (net of cash acquired) - (1,041,013)
Purchase of fixed assets (17,588) (35,526)
---------------------- --------------------------
(17,588) (1,076,539)
---------------------- --------------------------
(DECREASE)/INCREASE IN CASH (87,403) 45,536
CASH, BEGINNING OF YEAR/PERIOD 45,536 -
---------------------- --------------------------
CASH, END OF YEAR/PERIOD $(41,867) $45,536
====================== ==========================
Represented by:
Cash 27,482 45,536
Bank overdraft (69,349) -
---------------------- --------------------------
$(41,867) $45,536
====================== ==========================
F-6
</TABLE>
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997
(Expressed in United States dollars)
1. INCORPORATION AND ACTIVITY
Baskin In The Sun International, Inc. (the "Company") was incorporated
on December 1, 1997 in the State of Florida (USA) under the Florida Business
Corporation Act. The principal activity of the Company is that of a holding
company.
On December 1, 1997 the Company acquired Baskin In The Sun Limited, a
company incorporated in the British Virgin Islands. The subsidiary's principal
activities are the sale of dive equipment and the provision of ocean dive
courses.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America and the
significant accounting policies are as follows:
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the results of the
Company and its subsidiary.
INVENTORY
Inventory is valued at the lower of cost and net realizable value on a
first in, first out basis. Cost includes any expenditure incurred in
bringing the inventory to its present condition. Net realizable value
is the expected selling price less any associated selling costs.
FIXED ASSETS
Fixed assets are recorded at cost. Depreciation, which is based on the
cost of the asset, is computed using the straight-line method at the
following annual rates:
Compressor equipment 15%
Computer equipment 33%
Furniture & Fixtures 15%
Machinery and other equipment 15%
Motor vehicles 25%
Motor vessels 15%
Rental equipment 10%
GOODWILL
The goodwill originated on purchase of the subsidiary and is amortized
over 20 years commencing of January 1, 1998.
F-7
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
December 31, 1998
2. SIGNIFICANT ACCOUNTING POLICIES (CON'T)
INCOME TAXES
The subsidiary is liable to income taxes at 15% of its operating income
and accounts for this using the liability method.
3. ACCOUNTS RECEIVABLE
1998 1997
(Note 12)
------------- --------------
Trade 71,162 70,737
Utility 6,352 3,533
Prepaid expenses 6,369 12,531
------------- --------------
$ 83,883 $ 86,801
============= ==============
4. INVENTORY
1998 1997
(Note 12)
------------- --------------
Merchandise 34,397 34,232
Spares 13,514 9,307
Teaching materials 1,987 3,071
Fuel 1,271 1,196
------------- --------------
$ 51,169 $ 77,806
============= ==============
F-8
<PAGE>
<TABLE>
<CAPTION>
BASKIN IN THE SUN INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Expressed in United States dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Compressor Computer Furniture Machinery Motor Motor Rental Total
Equipment Equipment & & Vehicles Vessels Equipment
Fixtures Equipment
------------ ------------ ----------- ------------ ---------- ---------- ------------ ---------
COST
January 1, 1998 46,373 13,214 19,597 63,528 35,300 327,438 81,623 587,073
Additions 8,095 2,907 2,155 1,370 - 1,226 1,835 17,588
Disposals - - - - - - (8,254) (8,254)
------------ ------------ ----------- ------------ ---------- ---------- ------------ ---------
December 31, 1998 54,468 16,121 21,752 64,898 35,300 328,664 75,204 596,407
============ ============ =========== ============ ========== ========== ============ =========
ACCUMULATED DEPRECIATION
January 1, 1998 37,379 11,113 14,429 23,876 28,429 92,141 42,629 249,996
Charge for the year 7,186 2,046 2,900 7,561 6,651 49,300 11,281 86,925
Disposals - - - - - - (3,963) (3,963)
------------ ------------ ----------- ------------ ---------- ---------- ------------ ---------
December 31, 1998 44,565 13,159 17,329 31,437 35,080 141,441 49,947 332,958
============ ============ =========== ============ ========== ========== ============ =========
NET BOOK VALUE
December 31, 1998 $9,903 $2,962 $4,423 $33,461 $ 220 $187,223 $25,257 $263,449
============ ============ =========== ============ ========== ========== ============ =========
December 31, 1997 $8,994 $2,101 $5,168 $39,652 $6,871 $235,297 $38,994 $337,077
============ ============ =========== ============ ========== ========== ============ =========
F-9
</TABLE>
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Expressed in United States dollars)
6. GOODWILL
1998 1997
(Note 12)
-------------- -------------
Goodwill 736,226 736,226
Amortization of goodwill (36,811) -
-------------- -------------
$ 699,415 $ 736,226
============== =============
7. DEFERRED COSTS
These costs were incurred in the preparation of an offering circular. On
its completion an offering of 500,000 shares of common stock will be made.
8. ACCOUNTS PAYABLE
1998 1997
(Note 12)
--------------- --------------
Trade 218,752 172,283
Accrued expenses 3,167 5,425
Interest payable 47,822 -
--------------- --------------
$ 269,741 $ 177,708
=============== ==============
F-10
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Expressed in United States dollars)
9. BANK LOAN
The bank loan bears interest at 2.5% above Barclays Bank Prime Rate, and is
repayable over a maximum of three years. The loan is secured by a debenture
registered over the subsidiary company's assets.
1998 1997
(Note 12)
-------------- --------------
Bank loan is secured by a charge
over the assets of the subsidiary
company and a director's personal
guarantee up to $90,000. It bears
interest at 2.5% above Barclays prime
rate and is repayable by June 2000,
in monthly installments of $655
including interest. 10,818 17,109
Less: current portion (7,075) (6,291)
--------------- --------------
$ 3,743 $ 10,818
=============== ==============
F-11
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
December 31, 1998 and 1997
(Expressed in United States dollars)
10. RELATED PARTY LOANS
1998 1997
(Note 12)
------------- --------------
Related party promissory note bears
interest at 10% per annum and is
repayable on October 31, 2000. 369,392 365,248
Related party loan which bears interest
at 3% over New York prime rate. It is
repayable in monthly installments of
$4,583 plus interest 288,750 347,188
Related party loan which is unsecured
bears no interest and has no fixed
terms of repayment. It is not
expected to be repaid within the
next year. 25,925 -
Unsecured loan which bears interest
at 8% per annum. It is repayable
in quarterly installments of $560. 28,000 28,000
-------------- --------------
712,067 740,436
Less: current portion (55,000) (55,000)
-------------- --------------
$ 657,067 $ 685,436
============== ==============
11. SHARE CAPITAL
1998 1997
(Note 12)
-------------- --------------
Authorized
50,000,000 Ordinary shares of $0.001
par value each $ 50,000 $ 50,000
============== ==============
Issued and fully paid
4,199,571 (1997-1,561,571
Ordinary shares $ 4,200 $ 1,562
============== ==============
12. COMPARATIVES
Comparative figures are shown as at December 31, 1997 and for the fifteen
months ended December 31, 1997. Certain comparative figures have been
reclassified to conform with the current year's presentation.
F-12
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 1999
(Unaudited)
F-13
<PAGE>
<TABLE>
<CAPTION>
BASKIN IN THE SUN INTERNATIONAL, INC.
BALANCE SHEET
June 30, 1999 and 1998
(Expressed in United States dollars)
(Unaudited)
<S> <C> <C>
1999 1998
(Note 12)
--------------------- ----------------------
CURRENT ASSETS
Cash 84,392 36,509
Accounts Receivable (Note 3) 57,460 85,342
Inventory 79,034 64,488
--------------------- ----------------------
220,886 186,339
FIXED ASSETS (Note 5) 1,195,047 300,263
GOODWILL (Note 6) 681,009 717,821
DEFERRED COSTS (Note 7) 102,201 17,850
--------------------- ----------------------
$2,199,143 $1,222,272
===================== ======================
CURRENT LIABILITIES
Bank Overdraft 62,397 34,674
Accounts payable (Note 8) 284,718 223,725
Customer deposits 1,500 15,427
Income taxes - 0
Bank loan (Note 9) 8,672 11,345
--------------------- ----------------------
$ 357,287 $285,171
LONG TERM LIABILITIES
Related party loans (Note 10) 729,551 733,532
--------------------- ----------------------
$ 729,551 $733,532
SHARE CAPITAL (Note 11) 1,139,200 1,562
CONTRIBUTED SURPLUS 358,037 346,801
EARNINGS (121,319) (118,820)
RETAINED DEFICIT (263,613) (25,974)
--------------------- ----------------------
TOTAL SHAREHOLDERS EQUITY $1,112,305 $ 203,569
===================== ======================
$2,199,143 $1,222,272
===================== ======================
Approved by the Board of Directors:
/s/Carl Dilley, Director
F-14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BASKIN IN THE SUN INTERNATIONAL, INC.
INCOME STATEMENT AND RETAINED DEFICIT
December 31, 1998 to June 30, 1999
(Expressed in United States dollars)
(Unaudited)
<S> <C> <C>
6 months ended June 30,
6 months ended June 30, 1998
1999 (Note 12)
------------------------- --------------------------
SALES 688,495 663,207
COST OF SALES 183,606 284,965
------------------------- --------------------------
GROSS PROFIT 504,889 378,242
------------------------- --------------------------
OPERATING EXPENSES 495,644 435,194
OPERATING INCOME 9,245 (56,952)
DIVEDEPOT DEVELOPMENT COSTS 33,976 -
STOCK SALES COMMISSIONS 23,000 -
AMORTIZATION OF GOODWILL 18,406 18,406
DEPRECIATION 55,182 43,462
NET LOSS $(121,319) $(118,820)
RETAINED DEFICIT, BEGINNING OF YEAR (263,613) (25,974)
========================= ==========================
RETAINED DEFICIT, END OF PERIOD $(384,932) $(144,794)
========================= ==========================
F-15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BASKIN IN THE SUN INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
December 31, 1998 to June 30, 1999
(Expressed in United States dollars)
(Unaudited)
<S> <C> <C>
6 months ended
6 months ended June 30, 1998
June 30, 1999 (Note 12)
-------------------- --------------------
CASH FLOW PROVIDED BY/(USED IN):
OPERATING ACTIVITIES
Net Loss (121,319) (118,820)
Adjustments for items not involving the movement of cash:
Depreciation 55,182 43,462
Amortization of goodwill 18,406 18,405
Loss on sale of fixed assets - 2,146
Changes in non-cash working capital
Accounts receivable 26,423 1,459
Inventory (27,865) 13,318
Accounts payable 14,977 46,017
Customer deposits 1,000 (14,927)
Income taxes - -
-------------------- --------------------
(33,196) (11,858)
-------------------- --------------------
FINANCING ACTIVITIES
Proceeds from sale of shares 1,135,000 1,319
Contributed surplus - (11,237)
Deferred costs (10,770) -
Bank loans (2,146) -
Related party loans 17,484 (13,132)
-------------------- --------------------
1,139,568 (23,050)
-------------------- --------------------
INVESTING ACTIVITIES
Purchase of fixed assets (1,042,510) (8,794)
-------------------- --------------------
(1,042,510) (8,794)
-------------------- --------------------
(DECREASE)/INCREASE IN CASH 63,862 (43,701)
CASH, BEGINNING OF YEAR/PERIOD (41,867) 45,536
==================== ====================
CASH, END OF YEAR/PERIOD $ 21,995 $ 1,835
==================== ====================
Represented By:
Cash 84,392 36,509
Bank overdraft (62,397) (36,674)
==================== ====================
$ 21,995 $ 1,835
==================== ====================
F-16
</TABLE>
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 to June 30, 1999
(Expressed in United States Dollars)
(Unaudited)
1. INCORPORATION AND ACTIVITY
Baskin In The Sun International, Inc. (the "Company") was incorporated
on December 1, 1997 in the State of Florida (USA) under the Florida
Business Corporation Act. A shareholders meeting was held June 10, 1999
approving the name change of the corporation to DiveDepot.Com, Inc. The
principal activity of the Company is that of a holding company,
adventure travel, and internet transactional development and
advertising entity focused on the Sport Diving Industry.
The only subsidiary at the end of the period is Baskin In The Sun
Limited, a company incorporated in the British Virgin Islands. The
subsidiary's principal activities are the sale of dive equipment and
the provision of ocean dive courses. The parent wholly owns the
subsidiary Baskin In The Sun Limited.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America and the
significant accounting policies are as follows:
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the results of the
Company and its subsidiary.
INVENTORY
Inventory is valued at the lower of cost and net realizable value on a
first in, first out basis. Cost includes any expenditure incurred in
bringing the inventory to its present condition. Net realizable value
is the expected selling price less any associated selling costs. In
preparation of un-audited interim statements complete inventory
accounts are not realized. Inventory balances are based upon selective
sampling and examining the appropriate inventory ledgers.
FIXED ASSETS
Fixed assets are recorded at cost. Depreciation, which is based on the
cost of the asset, is computed using the straight-line method at the
following annual rates:
Computer Equipment 33%
Machinery and other equipment 15%
Motor vehicles 25%
Motor vessels 15%
Rental equipment 10%
It should be noted that some estimates are used in calculating the
interim depreciation on certain categories of fixed assets such as
furniture and fixtures.
F-17
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 to June 30, 1999
(Expressed in United States Dollars)
(Unaudited)
2. SIGNIFICANT ACCOUNTING POLICIES (con't)
GOODWILL
The goodwill originated on purchase of the subsidiary and is amortized over
20 years commencing on January 1, 1998.
INCOME TAXES
The subsidiary is liable to income taxes at 15% and accounts for this using
the liability method.
3. ACCOUNTS RECEIVABLE
June 30, 1999
--------------------
Trade 49,059
Utility 6,352
Prepaid expenses 2,049
--------------------
$ 57,460
====================
4. INVENTORY
June 30, 1999
--------------------
Merchandise 62,262
Spares 13,514
Teaching materials 1,987
Fuel 1,271
--------------------
$ 79,034
====================
5. FIXED ASSETS
June 30-99
------------------
Cost
Compressor Equip. $64,468
Computer Equip. $27,237
Furniture & Fixtures $27,637
Machinery & Equip. $71,850
Motor Vehicles $35,300
Motor Vessels $466,376
Rental Equip. $90,319
Divedepot web site $800,000
-------------------
TOTAL $1,583,187
Accumulated Depreciation $388,140
-------------------
Net Book Value $1,195,047
-------------------
F-18
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 TO JUNE 30, 1999
(Expressed in United States dollars)
(Unaudited)
6. GOODWILL
June 30, 1999
--------------
Goodwill 736,226
Amortization of goodwill (55,217)
--------------
$ 681,009
==============
7. DEFERRED COSTS
These costs were incurred in the preparation of an offering circular. On
its completion an offering of 500,000 shares of common stock will be made.
8. ACCOUNTS PAYABLE
June 30, 1999
---------------
Trade 235,922
Accrued expenses 3,167
Interest payable 45,629
---------------
$ 269,718
===============
9. BANK LOAN
The bank loan bears interest at 2.5% above Barclays Bank Prime Rate, and is
repayable over a maximum of three years. The loan is secured by a debenture
registered over the subsidiary company's assets. The balance of this loan
is now considered to be a current liability although final payment may
extend into the year 2000.
June 30, 1999
----------------
Bank loans
Current portion 8,672
----------------
$ 8,672
================
F-19
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 to June 30, 1999
(Expressed in United States Dollars)
(Unaudited)
10. RELATED PARTY LOANS
These loans include a promissory note to the value of $358,248, which
bears interest at 10% per annum and is repayable on October 31, 2000.
They also include a loan of $288,750, which bears interest at 3% over
prime. The remainder of the loans are interest free and have no fixed
terms of repayment.
11. SHARE CAPITAL
The corporation realized a 1 for 3.0363 share consolidation in April of
1999. There have been to date 345,793 common shares issued pursuant to
the private offering.
June 30, 1999
---------------
Authorized
50,000,000 Ordinary shares of $0.001 par value each $50,000
===============
Issued and fully paid
1,587,500 shares $1,139,200
===============
325,000 shares have been issued pursuant to divedepot web development
contracts at a value of $2.00 per share.
* Shares to be issued pursuant to Web Development contracts
* 100,000 common shares
* 250,000 share options exercisable at an average of $1.70 per share
* As these shares were not earned and or issued prior to the June 30-99
financial statement date they are not included in current outstanding
shares.
F-20
<PAGE>
BASKIN IN THE SUN INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 TO JUNE 30, 1999
(Expressed in United States dollars)
(Unaudited)
11. SHARE CAPITAL (con't)
*OTHER STOCK OPTIONS
Mr. Carl Dilley has the right to convert a note in the amount of $55,458.00
into common shares at a price of $2.00 per share.
* None of these share options have been exercised as of the date of issue
of this statement.
12. COMPARATIVES
Comparative figures are shown for the six months ended June 30, 1998 and
for the six months ended June 30, 1999. Certain figures have been
reclassified to conform to the current year's presentation.
F-21
<PAGE>
INDEX TO EXHIBITS
EXHIBIT #
3.1 Articles of Incorporation of Baskin in the Sun International, Inc.
3.2 Articles of Amendment to the Articles of Incorporation of Baskin in
the Sun International, Inc.
3.3 Bylaws
27.1 Financial Data Schedules
37
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF BASKIN IN THE SUN INTERNATIONAL, INC.
<PAGE>
ARTICLES OF INCORPORATION
OF
BASKIN IN THE SUN INTERNATIONAL, INC.
The undersigned incorporator, for the purpose of forming a corporation
under the Florida Business Corporation Act, hereby adopts the following Articles
of Incorporation.
ARTICLE I: NAME
The name of the corporation is Baskin in the Sun International, Inc.
ARTICLE II: PRINCIPAL OFFICE AND REGISTERED OFFICE
The principal office and registered office of the business and mailing
address of the corporation is 1855 S. Kanner, Suite 6, Stuart, FL 34995.
ARTICLE III: CAPITAL STOCK
The number of shares of stock that this corporation is authorized to
have outstanding at any one time is fifty million 50,000,000 shares having a par
value of $0.001 per share.
ARTICLE IV: INITIAL REGISTERED AGENT AND ADDRESS
The name and address of the initial registered agent is Michael A.
Littman, 1855 S. Kanner, Suite 6, Stuart, FL 34995.
ARTICLE V: INCORPORATOR
The name and address of the incorporator of these Articles of
Incorporation is Michael A. Littman, 1855 S. Kanner, Suite 6, Stuart, FL 34995.
ARTICLE VI: INITIAL BOARD OF DIRECTORS
The name and address of each member of the initial Board of Directors
of the corporation is Michael A. Littman, 1855 S. Kanner, Suite 6, Stuart, FL
34995.
The undersigned has executed these Articles of Incorporation this 1st
day of December, 1997.
/s/Michael A. Littman
----------------------
Michael A. Littman, Incorporator
<PAGE>
CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
Pursuant to the provisions of section 607.0501, Florida Statutes, the
mentioned corporation, organized under the laws of the State of Florida, submits
the following statement in designating the registered agent/registered office,
in the state of Florida.
1. The name of the corporation is Baskin in the Sun International, Inc.
2. The name and address of the registered agent and office is Michael
A. Littman, 1855 S. Kanner Highway, Suite 6, Stuart, FL 34995.
Having been named as Registered Agent and to accept service of process
for the above stated corporation at the place designated in this certificate, I
hereby accept the appointment as Registered Agent and agree to act in this
capacity.
/s/Michael A. Littman
------------------------------
Michael A. Littman, Registered Agent
<PAGE>
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
December 4, 1997
Michael A. Littman, Esquire
10200 W. 44TH Ave., #400
Wheat Ridge, CO 80033
The Articles of Incorporation for BASKIN IN THE SUN INTERNATIONAL, INC. were
filed on December 1, 1997 and assigned document number P97000102123. Please
refer to this number whenever corresponding with this office regarding the above
corporation.
PLEASE NOTE: COMPLIANCE WITH THE FOLLOWING PROCEDURES IS ESSENTIAL TO
MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO MAY RESULT IN DISSOLUTION OF
YOUR CORPORATION.
A CORPORATION ANNUAL REPORT MUST BE FILED WITH THIS OFFICE BETWEEN JANUARY 1 AND
MAY 1 OF EACH YEAR BEGINNING WITH THE CALENDAR YEAR FOLLOWING THE YEAR OF THE
FILING DATE NOTED ABOVE AND EACH YEAR THEREAFTER. FAILURE TO FILE THE ANNUAL
REPORT ON TIME MAY RESULT IN ADMINISTRATIVE DISSOLUTION OF YOUR CORPORATION.
A FEDERAL EMPLOYER IDENTIFICATION (FEI) NUMBER MUST BE SHOWN ON THE ANNUAL
REPORT FORM PRIOR TO ITS FILING WITH THIS OFFICE. CONTACT THE INTERNAL REVENUE
SERVICE TO INSURE THAT YOU RECEIVE THE FEI NUMBER IN TIME TO FILE THE ANNUAL
REPORT. TO OBTAIN A FEI NUMBER, CONTACT THE IRS AT 1-800-829-3676 AND REQUEST
FORM SS-4.
SHOULD YOUR CORPORATE MAILING ADDRESS CHANGE, YOU MUST NOTIFY THIS OFFICE IN
WRITING, TO INSURE IMPORTANT MAILINGS SUCH AS THE ANNUAL REPORT NOTICES REACH
YOU.
Should you have any questions regarding corporations, please contact this office
at the address given below.
Beth Register, Corporate Specialist Supervisor
New Filings Section Letter Number 797A00057284
Division of Corporations - P.O. Box 6327 - Tallahassee, Florida 32314
EXHIBIT 3.2
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BASKIN IN THE SUN INTERNATIONAL, INC.
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BASKIN IN THE SUN INTERNATIONAL, INC.
FILED
99 OCT 18 AM 9:00
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted:
ARTICLE I: NAME
The name of the corporation is hereby changed to: DIVEDEPOT.COM, INC.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows: N/A
THIRD: The date of each amendment's adoption: June 10, 1999
<PAGE>
FOURTH: Adoption of Amendment(s): (check one)
X The amendment(s) was/were approved by the shareholders. The number of votes
cast for the amendment(s) was/were sufficient for approval.
__ The amendment(s) was/were approved by the shareholders through voting groups.
The following statement must be separately provided for each voting group
entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by ____________________________________."
voting group
__ The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
__ The amendment(s) was/were adopted by the incorporators without shareholder
action and shareholder action was not required.
SIGNED THIS 6TH day of October, 1999
Signature: /s/ Carl E. Dilley, President
<PAGE>
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on October 18, 1999, to Articles of Incorporation for BASKIN IN THE SUN
INTERNATIONAL, INC. which changed its name to DIVEDEPOT.COM, INC., a Florida
corporation, as shown by the records of this office.
The document number of this corporation is P97000102123.
Given under my hand and the Great Seal of the State of Florida at Tallahassee,
the Capitol, this the Twenty-seventh day of October, 1999
/s/Katherine Harris
-------------------
Katherine Harris, Secretary of State
GREAT SEAL OF THE STATE OF FLORIDA
EXHIBIT 3.3
BYLAWS 3.3
OF
BASKIN IN THE SUN INTERNATIONAL, INC.
n/k/a DIVEDEPOT.COM, INC.
<PAGE>
BY-LAWS
OF
BASKIN IN THE SUN INTERNATIONAL, INC.
a Florida Corporation
ARTICLE I
The initial principal office of the Corporation shall be in Miami,
Florida. The Corporation may have offices at such other places within or without
the State of Florida as the Board of Directors may from time to time establish.
ARTICLE II
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Whenever the vote
of stockholders at a meeting thereof is required or permitted to be taken in
connection with corporate action, by any provisions of the statutes of the
Certificate of Incorporation, the meeting and vote of stockholders may be
dispensed with, if all the stockholders who should have been entitled to vote
upon the action if such meeting were held, shall consent in writing to such
corporate action being taken.
ARTICLE III
Board of Directors
Section 1. GENERAL POWERS. The business of the Corporation
shall be managed by the Board of Directors, except as otherwise provided by
statute or by the Certificate of Incorporation.
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors
shall consist of up to three (3) members. Except as provided in the Certificate
of Incorporation, this number can be increased only by the vote or written
consent of the holders of ninety (90) percent of the stock of the Corporation
outstanding and entitled to vote. The current number of Directors shall be
determined by the Board of Directors at its annual meeting. No Director need be
a stockholder.
Section 3. ELECTION AND TERM OF OFFICE. The Directors shall be
elected annually by the stockholders, and shall hold office until their
successors are respectively elected and qualified.
Election of Directors need not be by ballot.
Section 4. COMPENSATION. The members of the Board of Directors
shall be paid a fee of $10.00 for attendance at all annual, regular, special and
adjourned meetings of the Board. No such fee shall be paid any director if
absent. Any director of the Corporation may also serve the Corporation in any
other capacity, and receive compensation therefor in any form. Members of
special or standing committees may be allowed like compensation for attending
committee meetings.
<PAGE>
Section 5. REMOVAL AND RESIGNATIONS. The stockholders may, at
any meeting called for the purpose, by vote of two-thirds of the capital stock
issued and outstanding, remove any directors from office, with or without cause;
provided however, that no director shall be removed in case the vote of a
sufficient number of shares are cast against his removal, which if cumulatively
voted at any election of directors would be sufficient to elect him, if
cumulative voting is allowed by the Articles of Incorporation.
The stockholders may, at any meeting, by vote of a majority of
such stock represented at such meeting accept the resignation of any director.
Section 6. VACANCIES. Any vacancy occurring in the office of
director may be filled by a majority of the directors then in office, though
less than a quorum, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and qualified,
unless sooner displaced.
When one or more directors resign from the Board, effective at
a future date, a majority of the directors then in office, including those who
have so resigned, shall have powers to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations become effective.
ARTICLE IV
Meetings of Board of Directors
Section 1. REGULAR MEETINGS. A regular meeting of the Board of
Directors may be held without call or formal notice immediately after and at the
same place as the annual meeting of the stockholders or any special meeting of
the stockholders at such places within or without the State of Florida and at
such times as the Board may by vote from time to time determine.
Section 2. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any place whether within or without the State of
Florida at any time when called by the President, Treasurer, Secretary or two or
more directors. Notice of the time and place thereof shall be given to each
director at least three (3) days before the meeting if by mail or at least
twenty-four hours if in person or by telephone or telegraph. A waiver of such
notice in writing, signed by the person or persons entitled to said notice,
either before or after the time stated therein, shall be deemed equivalent to
such notice. Notice of any adjourned meeting of the Board of Directors need not
be given.
Section 3. QUORUM. The presence, at any meeting, of one-third
of the total number of directors, but in no case less than two (2) directors,
shall be necessary and sufficient to constitute a quorum for the transaction of
business except as otherwise required by statute or by the Certificate of
Incorporation, the act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present at the time and place
of any meeting may adjourn such meeting from time to time until a quorum be
present.
Section 4.a. CONSENT OF DIRECTORS IN LIEU OF MEETING. Unless
otherwise restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board or committee, and such
written consent is filed within the minutes of the Corporation.
<PAGE>
b. The Board of Directors may hold regular or special meetings
by telephone conference call, provided that any resolutions adopted shall be
recorded in writing within 3 days of such telephone conference, and written
ratification of such resolutions by the directors shall be provided within 10
days thereafter.
ARTICLE V
Committees of Board of Directors
The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the directors of the Corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.
The committees of the Board of Directors shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.
ARTICLE VI
Officers
Section 1. NUMBER. The Corporation shall have a President, one
or more Vice Presidents, a Secretary and a Treasurer, and such other officers,
agents and factors as may be deemed necessary. One person may hold any two
offices except the offices of President and Vice President and the offices of
President and Secretary.
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATION. The
officers specifically designated in Section 1 of this Article VI shall be chosen
annually by the Board of Directors and shall hold office until their successors
are chosen and qualified. No officer need be a director.
Section 3. SUBORDINATE OFFICERS. The Board of Directors from
time to time may appoint other officers and agents, including one or more
Assistant Secretaries and one or more Assistant Treasurers, each of whom shall
hold office for such period, have such authority and perform such duties as are
provided in these By-Laws or as the Board of Directors from time to time may
determine. The Board of Directors may delegate to any office the power to
appoint any such subordinate officers, agents and factors and to prescribe their
respective authorities and duties.
Section 4. REMOVALS AND RESIGNATIONS. The Board of Directors
may at any meeting called for the purpose, by vote of a majority of their entire
number, remove from office any officer or agent of the Corporation, or any
member of any committee appointed by the Board of Directors.
The Board of Directors may at any meeting, by vote of a
majority of the directors present at such meeting, accept the resignation of any
officer of the Corporation.
<PAGE>
Section 5. VACANCIES. Any vacancy occurring in the office of
President, Vice President, Secretary, Treasurer or any other office by death,
resignation, removal or otherwise shall be filled for the expired portion of the
term in the manner prescribed by these By-Laws for the regular election or
appointment to such office.
Section 6. THE PRESIDENT. The President shall be the chief
executive officer of the Corporation and, subject to the direction and under the
supervision of the Board of Directors, shall have general charge of the
business, affairs and property of the Corporation, and control over its
officers, agents and employees. The President shall preside at all meetings of
the stockholders and of the Board of Directors at which he is present. The
President shall do and perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these By-Laws or by the
Board of Directors.
Section 7. THE VICE PRESIDENT. At the request of the President
or in the event of his absence or disability, the Vice President, or in case
there shall be more than one Vice President, the Vice President designated by
the President, or in the absence of such designation, the Vice President
designated by the Board of Directors, shall perform all the duties of the
President, and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President. Any Vice President shall perform such
other duties and may exercise such other powers as from time to time may be
assigned to him by these By-Laws or by the Board of Directors, or the President.
Section 8. THE SECRETARY. The Secretary shall:
a. Record all the proceedings of the meetings of the
Corporation and directors in a book to be kept for that purpose;
b. Have charge of the stock ledger (which may, however, be
kept by any transfer agent or agents of the Corporation under the direction of
the Secretary), an original or duplicate of which shall be kept at the principal
office or place of business of the Corporation in the State of Florida;
c. Prepare and make, at least ten (10) days before every
election of directors, a complete list of the stockholders entitled to vote at
said election, arranged in alphabetical order;
d. See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by statute;
e. Be custodian of the records of the Corporation and the
Board of Directors, and of the seal of the Corporation, and see that the seal is
affixed to all stock certificates prior to their issuance and to all documents,
the execution of which on behalf of the Corporation under its seal have been
duly authorized;
f. See that all books, reports, statements, certificates and
the other documents and records required by law to be kept or filed are properly
kept or filed; and
g. In general, perform all duties and have all powers incident
to the office of Secretary and perform such other duties and have such powers as
from time to time may be assigned to him by these By-Laws or by the Board of
Directors or the President.
<PAGE>
Section 9. THE TREASURER. The Treasurer shall:
a. Have supervision over the funds, securities, receipts, and
disbursements of the Corporation;
b. Cause all monies and other valuable effects of the
Corporation to be deposited in its name and to its credit, in such depositories
as shall be selected by the Board of Directors or pursuant to authority
conferred by the Board of Directors.
c. Cause the funds of the Corporation to be disbursed by
checks or drafts upon the authorized depositories of the Corporation, when such
disbursements shall have been duly authorized;
d. Cause to be taken and preserved proper vouchers for all
monies disbursed;
e. Cause to be kept at the principal office of the Corporation
correct books of account of all its business and transactions;
f. Render to the President or the Board of Directors, whenever
requested, an account of the financial condition of the Corporation and of his
transactions as Treasurer;
g. Be empowered to require from the officers or agents of the
Corporation reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation; and
h. In general, perform all duties and have all powers incident
to the office of Treasurer and perform such other duties and have such power as
from time to time may be assigned to him by these By-Laws or by the Board of
Directors or President.
Section 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretaries and Assistant Treasurers shall have such duties as
from time to time may be assigned to them by the Board of Directors or the
President.
Section 11. SALARIES. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of Directors, except
that the Board of Directors may delegate to any person the power to fix the
salaries or other compensation of any officers or agents appointed in accordance
with the provisions of Section 3 of this Article VI. No officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
Section 12. SURETY BOND. The Board of Directors may secure the
fidelity of any or all of the officers of the Corporation by bond or otherwise.
<PAGE>
ARTICLE VII
Execution of Instruments
Section 1. EXECUTION OF INSTRUMENTS GENERALLY. All documents
or writings of any nature shall be signed, executed, verified, acknowledged and
delivered by such officer or officers or such agent of the Corporation and in
such manner as the Board of Directors from time to time may determine.
Section 2. CHECKS, DRAFTS, ETC. All notes, drafts,
acceptances, checks, endorsements, and all evidence of indebtedness of the
corporation whatsoever, shall be signed by such officer or officers or such
agent or agents of the Corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositories shall be made in such
manner as the Board of Directors from time to time may determine.
Section 3. PROXIES. Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of the Corporation
may be executed and delivered from time to time on behalf of the Corporation by
the President or Vice President and the Secretary or Assistant Secretary of the
Corporation or by any other person or persons duly authorized by the Board of
Directors.
ARTICLE VIII
Section 1. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed in the name of the
Corporation by the Chairman or Vice President of the Board of Directors, the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation; provided, however, that where
such certificate is signed by a transfer agent or an assistant transfer agent or
by a transfer clerk acting on behalf of the Corporation and a registrar, the
signature of any such Chairman of the Board of Directors, President, Vice
President, Treasurer, Assistant Treasurer, Secretary, or Assistant Secretary may
be facsimile. In case any officer or officers who shall have signed, or whole
facsimile signature or signatures shall have been used thereon, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be such officer or officers of the
Corporation, and any such delivery shall be regarded as an adoption by the
Corporation of such certificate or certificates.
Certificates of stock shall be in such form as shall, in
conformity to law, be prescribed from time to time by the Board of Directors.
Section 2. TRANSFER OF STOCK. Shares of stock of the
Corporation shall only be transferred on the books of the Corporation by the
holder of record thereof or by his attorney duly authorized in writing, upon
surrender to the Corporation of the certificates for such shares endorsed by the
appropriate person or persons, with such evidence of the authenticity of
<PAGE>
such endorsement, transfer, authorization and other matters as the Corporation
may reasonably require, and accompanied by all necessary stock transfer tax
stamps. In that event, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction on its books.
Section 3. RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED
OWNERS. Prior to the surrender to the Corporation of the certificates for shares
of stock with a request to record the transfer of such shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner.
Section 4. CLOSING STOCK TRANSFER BOOK. The Board of Directors
may close the Stock Transfer Book of the Corporation for a period not exceeding
fifty (50) days preceding the date of any meeting of the stockholders or the
date for payment of any dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock shall go into
effect or for a period of not exceeding (50) days in connection with obtaining
the consent of stockholders for any purpose. However, in lieu of closing the
Stock Transfer Book, the Board of Directors may fix in advance a date, not
exceeding fifty (50) days preceding the date of any meeting of stockholders or
the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders, and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section 5. LOST, DESTROYED AND STOLEN CERTIFICATES. Where the
owner of a Certificate for shares claims that such certificate has been lost,
destroyed or wrongfully taken, the Corporation shall issue a new certificate in
place of the original certificate if the owner (a) so requests before the
Corporation has notice that the shares have been acquired by a bona fide
purchaser; (b) files with the Corporation a sufficient indemnity bond; and (c)
satisfies such other reasonable requirements, including evidence of such loss,
destruction, or wrongful taking, as may be imposed by the Corporation.
ARTICLE IX
Dividends
Section 1. SOURCES OF DIVIDENDS. The directors of the
Corporation, subject to any restrictions contained in the statutes and
Certificate of Incorporation, may declare and pay dividends upon the shares of
the capital stock of the Corporation either (a) out of its new assets in excess
of its capital, or (b) in case there shall be no such excess, out of its net
profits for the fiscal year then current or the current and preceding fiscal
year.
<PAGE>
Section 2. RESERVES. Before the payment of any dividend, the
directors of the Corporation may set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any proper
purpose, and the directors may abolish any such reserve in the manner in which
it was created.
Section 3. RELIANCE ON CORPORATE RECORDS. A director shall be
fully protected in relying in good faith upon the books of account of the
Corporation or statements prepared by any of its officials as to the value and
amount of the assets, liabilities and net profits of the Corporation, or any
other facts pertinent to the existence and amount of surplus or other funds from
which dividends might properly be declared and paid.
Section 4. MANNER OF PAYMENT. Dividends may be paid in cash,
in property, or in shares of the capital stock of the Corporation at par.
ARTICLE X
Seal
The Corporate seal, subject to alteration by the Board of
Directors, shall be in the form of a circle and shall bear the name of the
Corporation and shall indicate its formation under the laws of the State of
Florida. Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE XI
Fiscal Year
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the calendar year.
ARTICLE XII
Amendments
Section 1. BY THE STOCKHOLDERS. Except as otherwise provided
in the Certificate of Incorporation or in these By-Laws, these By-Laws may be
amended or repealed, or new By-Laws may be made and adopted by a majority vote
of all the stock of the Corporation issued and outstanding and entitled to vote
at any annual or special meeting of the stockholders, provided that notice of
intention to amend shall have been contained in the notice of meeting.
Section 2. BY THE DIRECTORS. Except as otherwise provided in
the Certificate of Incorporation or in these By-Laws, these By-Laws, including
amendments adopted by the stockholders, may be amended or repealed by a majority
vote of the whole Board of Directors at any regular or special meeting of the
Board, provided that the stockholders may from time to time specify particular
provisions of the By-Laws which shall not be amended by the Board of Directors.
<PAGE>
ARTICLE XIII
Indemnification
The Board of Directors hereby adopt the provision of Florida
Revised Statutes (as it may be amended from time to time) relating to
Indemnification and in corporate such provisions by this reference as fully as
if set forth herein.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-END> DEC-31-1998 JUN-30-1999
<CASH> 27,482 84,392
<SECURITIES> 0 0
<RECEIVABLES> 83,883 57,460
<ALLOWANCES> 0 0
<INVENTORY> 51,169 79,034
<CURRENT-ASSETS> 162,534 220,886
<PP&E> 263,449 1,195,047
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,161,099 2,199,143
<CURRENT-LIABILITIES> 401,665 357,287
<BONDS> 0 0
0 0
0 0
<COMMON> 4,200 1,139,200
<OTHER-SE> 94,424 (26,895)
<TOTAL-LIABILITY-AND-EQUITY> 1,161,099 2,119,143
<SALES> 1,326,414 688,495
<TOTAL-REVENUES> 1,326,414 688,495
<CGS> 569,930 183,606
<TOTAL-COSTS> 957,312 495,644
<OTHER-EXPENSES> 36,811 130,564
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (237,639) (121,319)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (237,639) (121,319)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (237,639) (121,319)
<EPS-BASIC> (.17) (.07)
<EPS-DILUTED> (.17) (.07)
<FN>
(1) This footnote refers to EPS Basic and EPS Diluted above.
Adjusted for subsequent 3.0363 to one reverse split of stock.
</FN>
</TABLE>