SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31,1999.
Commission File Number 000-28689
SYNDICATE VENTURES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-4737487
--------------- -------------------
(State of organization) (I.R.S. Employer
Identification No.)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CA 90265
-----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (310) 317-6939
Securities registered pursuant to Section 12(b) of the Act,
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, $0.001 par value per share
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [ ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Issuer's revenues for its most recent fiscal year. $0.00
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the average of the high and low prices of the Common Stock
on the OTC Bulletin Board on March 1, 2000, was $0.00. For purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an admission that such directors, officers, or 5% beneficial
owners are, in fact, affiliates of the registrant.
Number of shares of Common Stock, $0.001 Par Value, outstanding at March 1,
2000, was 1,018,400.
Documents incorporated by reference: None
<PAGE>
2
TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT
Page
Numbers
-----------
PART I
Item 1. Business 4
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 7. Financial Statements 8
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 9
Item 10. Executive Compensation 10
Item 11. Security Ownership of Certain Beneficial Owners
and Management 10
Item 12. Certain Relationships and Related Transactions 11
Item 13. Exhibits and Reports on Form 8-K 12
Signatures 13
3
<PAGE>
PART I
Item 1. Business
Syndicate Ventures, Inc. ("Syndicate" or "the Company") was incorporated in
Delaware September 15, 1998.
MARKET OVERVIEW
According to the Mortgage Bankers Association of America, or MBAA, the
mortgage industry originated approximately $1.5 trillion in mortgages in 1998 as
compared to $834 billion in 1997. The MBAA estimates that another $1.1 trillion
in mortgages will be funded in 1999. With the introduction of computer-based
mortgage origination in the 1990s and, more recently, Internet-based mortgage
origination, technology is becoming the central market driver for both consumers
and financial service organizations on every front.
As interest rates maintain an all time low, and estimates that consumers
can save as much as $1500 in application and closing fees by shopping for
mortgages online, the Internet has become one of the easiest, fastest and most
cost-effective mechanisms for consumers to investigate, apply for and fund a
mortgage - drastically changing the face of the financial services industry. In
fact, according to Forrester Research, by 2003, $91 billion - 10 percent of the
projected mortgage market - will be conducted online.
At the same time, the Internet gives banks, lending institutions, Realtors
and other organizations the opportunity to expand and streamline their
traditional mortgage processes in order to broaden consumer reach, offer better
customer service and increase productivity and profitability. The Internet also
enables these organizations to transact business with customers in a more
efficient and low-cost manner, and gives them the flexibility to adjust
features, presentations and prices in response to competition.
Meanwhile, consumers benefit from improved overall convenience, low-cost
access to information regarding available products and services, ease of use,
numerous choices and more competitive pricing.
However, in the face of this booming market, many mortgage originators lack
the expertise to develop their own Internet technologies and have been slow to
take steps towards penetrating the online market. Many still have problems
seamlessly integrating their Internet applications with the systems that assist
in processing, underwriting and closing the mortgage loans. As a result,
mortgage originators have not been leveraging the Internet as a means to
increase borrowers' satisfaction and cost savings.
4
<PAGE>
SYNDICATE: TOUCHING EVERY MORTGAGE
Clearly, the Internet has become a formidable new channel that is impacting
every aspect of the business. In becoming the premier technology enabler in the
mortgage industry, Syndicate intends to leverage the Internet infrastructure and
its innovative technology to maximize efficiency in the mortgage lending
process. Syndicate will do this for its own mortgage banking operation or in
support of the mortgage operations of its future clients, such as banks,
Realtors, mortgage brokers, financial institutions and home builders. Syndicate
intends to provide these benefits through two channels: consumer direct and
business-to-business.
CONSUMER DIRECT: STREAMLINING AND SIMPLIFYING THE MORTGAGE PROCESS FOR CONSUMERS
With its anticipated mortgage portal, Syndicate's website will offer an
easy-to-use, one-stop mortgage lending source for all consumers, including
borrowers with good credit and those with less than perfect credit.
Intending to be one of the first sites to offer consumers mortgages over
the Internet, Syndicate's website will provide all the information and features
a consumer needs to make an informed mortgage decision, including educational
information on the lending process; real time rates; mortgage payment
calculator; accurate, up-to-date closing cost estimates; application, processing
and funding - all from one company and all on the same site. Syndicate's website
will be specifically designed to make the mortgage lending process
understandable and easy, and it will be the only online mortgage lender in the
industry with the ability to control the entire mortgage transaction - from
making the credit decision to funding the loan - saving consumers from several
hundred to several thousand dollars per loan.
Moreover, Syndicate's website will personalize the Internet borrowing
experience, enabling users to speak with loan officers directly at any time to
get answers or direction on what's right for them. The site will also offer an
easy-to-use online application process and provide a secure environment for
consumers to submit their personal information. Additionally, because Syndicate
will also be the lender, the site will give consumers an added comfort level of
knowing that they are dealing directly with their mortgage lender, rather than
simply a Web intermediary with a mortgage site. As a result of Syndicate's
innovative technology and mortgage lending expertise, consumers that will visit
the website will enjoy a more satisfying, less frustrating mortgage experience
because they will benefit from:
- more efficient and cost-effective mortgage transactions.
- real-time interactive selection of loan products and services
tailored to their needs and qualifications;
- faster applications and pre-qualifications;
- the ability to track the status of mortgage loans, anytime,
anywhere, through the Internet; and
- personalized customer care with the convenience of shopping
online
5
<PAGE>
In addition to its own consumer web portal, Syndicate intends to create and
maintain customized "private label" consumer mortgage lending Web sites for
banks, credit unions, and other organizations that lack the technical expertise
and other resources to maintain a comprehensive, effective online presence. In
this role, Syndicate will give mortgage lenders of any size the ability to offer
remote (telephone and Internet) mortgage counseling, mortgage application and
mortgage origination services, with minimum initial investment and with low
overhead. Costs to the client bank/lender will be a fraction of the expense to
develop or manage their own call center and will be used in support of, or as a
replacement for, a loan officer-based retail network.
BUSINESS-TO-BUSINESS: MAXIMIZING EFFICIENCIES FOR BANKS, REALTORS,
BROKERS AND LENDERS
In addition to the direct-to-consumer channels, Syndicate intends to
provide mortgage technology and outsourcing solutions to mortgage bankers,
mortgage brokers, financial institutions, realtors and homebuilders that are
looking to implement Internet-based mortgage solutions to ensure competitive
advantage and meet increasing customer demand. In this role, Syndicate will
reduce the cost of mortgage origination and funding for these organizations by
supplying its state-of-the-art Internet technology, business management, loan
processing, call center and mortgage funding capabilities.
Additionally, Syndicate is developing a technology and a new web site,
which will provide participating mortgage lenders, mortgage brokers, mortgage
loan correspondents and mortgage insurance companies a neutral environment to
conduct their daily business. Its website will be the first to bridge the
electronic gap between lenders and brokers by providing common connectivity to
services, thereby giving lenders and sponsored brokers all the necessary tools
to deliver underwriting decisions at the point-of-sale in a wholesale
environment.
The communications efficiencies provided by the website will give borrowers
lower cost mortgages and a better chance of finding a mortgage loan tailored to
their needs.
6
<PAGE>
Item 2. Properties
The Company's executive and administrative offices are located at 22147 Pacific
Coast Highway, Suite 4, Malibu, CA 90265. The Company pays no rent for use of
the office and does not believe that it will require any additional office space
in the foreseeable future in order to carry out its plan of operations described
herein.
Item 3. Legal Proceedings
Syndicate Ventures, Inc. is not currently a party to any pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No items were submitted to a vote of the security holders by the Company during
the year ended December 31, 1999.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company registered its common stock on a Form 10-SB Registration Statement
on a voluntary basis, which became effective on February 28, 2000. There is
currently no market for Syndicate's securities. Syndicate has never paid cash
dividends on its common stock. Payment of future dividends will be within the
discretion of Syndicate's Board of Directors and will depend on, among other
factors, retained earnings, capital requirements and the operating and financial
condition of Syndicate.
RECENT SALES OF UNREGISTERED SECURITIES
In September 1998, Syndicate issued 9,200 shares of common stock to both
Appletree Investment Company ("Appletree") and PageOne Business Productions, LLC
("PageOne") for aggregate consideration of $18.00. The purchases were made
pursuant to a Rule 504 Private Placement Offering.
In March 1999, Syndicate issued 900,000 shares of common stock to Appletree and
100,000 shares of common stock to Page One. The purchase price for these shares
was $0.001 per share. The purchases were made pursuant to a Rule 504 Private
Placement Offering. There was no underwriter or placement agent involved in the
offer or sale of these securities and there was no public solicitation or
advertisement by Syndicate in connection with the offer or sale of these
securities. The foregoing issuances of common stock were exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof.
7
<PAGE>
Item 6 Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this Registration Statement. For the period since inception (September 15,
1998) through December 31, 1999, during the Company's development stage, the
Company has a zero cash balance and has generated a net loss of ($1,113).
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued 1,018,400 shares of Common
Stock for net proceeds of $1,018.00.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
Item 7. Financial Statements
The financial statements and supplemental data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
8
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act
The following table sets forth certain information with respect to the directors
and executive officers of Syndicate.
Name Age(1) Position
- ---- --- --------
George Todt........................ 46 Director
Mary Elizabeth Rowbottom........... 28 President and Secretary
Jim Walters........................ 47 Treasurer
Larry Todt 45 Vice President
- ----------------------
(1) The ages of Messrs. Todt and Walters and Ms. Rowbottom are listed as of
December 31, 1999.
Our director and executive officers devote such time and attention to the
affairs of Syndicate as they believe reasonable and necessary. Set forth below
is a description of the background of our director and executive officers.
GEORGE A. TODT was the President from inception until December 1999. He has
been the sole director since the inception of Syndicate. Since 1996, Mr. Todt
has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability company. From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO, Inc., a worldwide designer and builder of environmental
facilities.
JAMES WALTERS has been the Treasurer of Syndicate since its inception. For
more than 20 years, Mr. Walters has been engaged as a certified public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.
MARY ELIZABETH ROWBOTTOM became Secretary of Syndicate in June 1999 and
President in December 1999. She has been employed by PageOne since 1997 and has
served as its Vice President since March 1999. From 1994 to 1997, Ms. Rowbottom
served as a talent agent at HSI Productions, a Chicago, Illinois-based video
production company.
LARRY TODT became Vice President of Syndicate in December 1999. He owned
and operated a construction company in the Midwest from 1975 to December 1996.
During that time was involved in multi-million dollar projects and managed the
activities of more than two hundred personnel.
Our board of directors currently consists of one member, who serves in such
capacity for a one-year term or until his successor has been elected and
qualified, subject to earlier resignation, removal or death. The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum number required by applicable law) from time to time by
resolution of the board of directors. Our officers serve at the discretion of
the board of directors, subject to any effective contractual arrangements.
9
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, file reports of ownership
and changes in ownership with the Securities and Exchange Commission. The
Company was not subject to the reporting requirements of Section 16(a) during
fiscal 1999.
Item 10. Executive Compensation
Consistent with our present policy, no director or executive officer of
Syndicate receives compensation for services rendered to the company. However,
these persons are entitled to be reimbursed for expenses incurred by them in
pursuit of our business objectives.
Item 11. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth as of December 31, 1999 certain information
relating to the ownership of the common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 1,018,400(3) 100.00%
PageOne Business Productions, LLC 109,200 10.00%
George Todt 109,200(4) 10.00%
Besty Rowbottom 109,200(4) 10.00%
Larry Todt 0 0.00%
James Walters 109,200(4) 10.00%
All officers and directors as a group 109,200(4) 10.00%
(3 persons)
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Syndicate Ventures, Inc., 22147 Pacific Coast Highway, Suite 4,
Malibu, CA 90265.
10
<PAGE>
(2) Unless otherwise indicated, Syndicate believes that all persons named in
the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within
60 days from the date of this registration statement upon the exercise of
options, warrants or convertible securities. Each beneficial owner's
percentage of ownership is determined by assuming all options, warrants or
convertible securities that are held by such person (but not held by any
other person) and which are exercisable or convertible within 60 days of
this registration statement have been exercised or converted. Percent of
Class (third column above) assumes a base of 1,018,400 shares of common
stock outstanding as of December 31, 1999.
(3) Consists of 909,200 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 109,200 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 109,200 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. George
Todt, Mr. Walters and Appletree Investment Company, Ltd. are managing
members and Ms. Rowbottom is Vice President.
Item 12. Certain Relationships and Related Transactions
In March 1999, Syndicate issued 100,000 shares of common stock to PageOne
Business Productions, LLC, of which George Todt and James Walters are managing
members and Ms. Rowbottom is Vice President. The purchase price for these shares
was $0.001 per share.
11
<PAGE>
Item 13. Exhibits and Reports on Form 8-K
(a)(1) The following financial statements are contained on Pages F-1
through F-8:
REPORT OF INDEPENDENT AUDITORS, WEINBERG & COMPANY, P.A., DATED APRIL
11, 2000
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD FROM
SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999
NOTES TO FINANCIAL STATEMENTS
(a)(3) Exhibits
The following exhibits are filed with this report.
3.1.1 Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to the Company's Registration
Statement on Form 10-SB 12(g), File No. 000-28689)
3.2.1 ByLaws of Registrant (incorporated herein by reference to the
Company's Registration Statement on Form 10-SB 12(g), File No.
000-28689)
27.1 Financial Data Schedule
12
<PAGE>
WEINBERG & COMPANY, P.A.
6100 Glades Road, Suite 314
Boca Raton, FL 33434
(561) 487-5765
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Syndicate Ventures, Inc.
We have audited the accompanying balance sheet of Syndicate Ventures, Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from September 15, 1998 (inception) to December 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Syndicate Ventures, Inc. (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
September 21, 1998 (inception) to December 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has had accumulated operating losses of $1,113 since inception
and a working capital deficiency of $95. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 11, 2000
F-1
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
TOTAL ASSETS $ -
- ------------
==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to principal stockholder $ 95
------------
TOTAL LIABILITIES 95
------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 1,018,400 issued and outstanding 1,018
Accumulated deficit during development stage (1,113)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (95)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ============
See accompanying notes to financial statements
F-2
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
September 25,
1998
For the Year (Inception) to
Ended December December
31, 1999 31, 1999
-------------- --------------
REVENUES $ - $ -
-------------- --------------
EXPENSES
Accounting fees 500 500
Bank charges 95 95
Consulting fees - 18
Legal fees 500 500
-------------- --------------
NET LOSS $ (1,095) $ (1,113)
-------------- --------------
Net loss per share - basic and diluted $ (0.0015) $ (0.0019)
-------------- --------------
Weighted average number of shares
outstanding during the period -
basic and diluted 752,647 584,996
-------------- --------------
See accompanying notes to financial statements
F-3
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM September 15, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock During
--------------------- Development
Shares Amount Stage Total
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common stock issued for services 18,400 $ 18 $ - $ 18
Net loss for the year ended December 31, 1998 - - (18) (18)
--------- --------- --------- ---------
Balance, December 31, 1998 18,400 18 (18) -
Common stock issued for cash 1,000,000 1,000 - 1,000
Net loss for the year ended December 31, 1999 - - (1,095) (1,095)
--------- --------- --------- ---------
Balance, December 31, 1999 1,018,400 $ 1,018 $ (1,113) $ (95)
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
September 15,
Year 1998
Ended (Inception)
December to December
31, 1999 31, 1999
-------- ------------
Cash flows from operating activities
Net loss $(1,095) $ (1,113)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services - 18
-------- ------------
Net cash used in operating activities (1,095) (1,095)
-------- ------------
Cash flows from financing activities
Proceeds from issuance of common stock 1,000 1,000
Loan proceeds from principal stockholder 95 95
-------- ------------
Net cash provided by financing activities 1,095 1,095
-------- ------------
Net increase in cash - -
Cash and cash equivalents - Beginning - -
-------- ------------
Cash and cash equivalents - ending $ - $ -
-------- ------------
See accompanying notes to financial statements
F-5
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(A) Organization and Description of Business
---------------------------------------------
Syndicate Ventures, Inc. (a development stage company) (the
"Company") was incorporated in the State of Delaware on September
15, 1998 to engage in an internet-based business. At December 31,
1999, the Company had not yet commenced any revenue-generating
operations, and all activity to date relates to the Company's
formation, proposed fund raising and business plan development.
The Company's ability to commence revenue-generating operations
is contingent upon its ability to implement its business plan and
raise the additional capital it will require through the issuance
of equity securities, debt securities, bank borrowings or a
combination thereof.
(B) Use of Estimates
---------------------
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results
could differ from those estimates.
(C) Cash and Cash Equivalents
------------------------------
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at time of purchase to be cash equivalents.
(D) Income Taxes
-----------------
The Company accounts for income taxes under the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 109. "Accounting for Income Taxes" ("Statement
No.109"). Under Statement No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There was no current income tax expense due to
the Company not having any material operations for the year
ending December 31, 1999.
F-6
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- ------- ------------------------------------------
(E) Loss Per Share
-------------------
Net loss per common share for the year ended December 31, 1999
and for the period from September 15, 1998 (inception) to
December 31, 1999 is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting
Standards No. 128 "Earnings Per Share". There were no common
stock equivalents outstanding at December 31, 1999.
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
- ------- -------------------------------------
The loan payable to principal stockholder is a
non-interest-bearing loan payable to PageOne Business
Productions, LLC. The amount is due and payable on demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
- ------- ------------------------
The Company was originally authorized to issue 100,000 shares of
preferred stock at $.01 par value, with such designations,
preferences, limitations and relative rights as may be determined
from time to time by the Board of Directors.
The Company was also originally authorized to issue 10,000,000
shares of common stock at $.001 per share par value. The Company
issued 909,200 and 109,200 shares to AppleTree Investment
Company, Ltd. and PageOne Business Productions, LLC,
respectively. No preferred shares were issued as of December 31,
1999.
Management subsequently filed an amendment to the articles of
incorporation with the State of Delaware, which increased the
number of authorized common shares to 100,000,000, increased the
number of authorized preferred shares to 8,000,000, and decreased
the par value of the preferred shares to $0.001 per share.
The financial statements at December 31, 1999 give retroactive
effect to common stock split, new authorized share amounts, and
par values enumerated in the amended certificate of
incorporation.
F-7
<PAGE>
SYNDICATE VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 4 GOING CONCERN
- ------- -------------
As reflected in the accompanying financial statements, the
Company has had accumulated losses of $1,113 since inception, a
working capital deficiency of $95 and has not generated any
revenues since it has not yet implemented its business plan. The
ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital
and implement its business plan. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt
securities or may seek a combination with another company already
engaged in its proposed business. Management believes that
actions presently being taken provide the opportunity for the
Company to continue as a going concern.
F-8
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SYNDICATE VENTURES, INC.
/s/ Mary Elizabeth Rowbottom
By: ---------------------------
Mary Elizabeth Rowbottom
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ George A. Todt Director April 24, 2000
/s/ Mary Elizabeth Rowbottom President April 24, 2000
/s/ James Walters Treasurer April 24, 2000
13
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<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 95
<BONDS> 0
0
0
<COMMON> 1,018
<OTHER-SE> (1,113)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,095
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,095)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,095)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
