SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-28951
INDEPENDENT ACQUISITION CORPORATION
(Exact name of small business issuer in its charter)
Delaware 52-2201500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization)
Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: 202/387-5400
Securities registered under Section 12(g) of the Exchange Act: Common
Stock, $.0001 par value per share
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes No X
The issuer has been subject to the filing requirements for less than 90
days.
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. $ 0
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $ 0
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at December 31, 1999
Common Stock, par value $0.0001 5,000,000
Documents incorporated by reference: None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Independent Acquisition Corporation (the "Company") was incorporated on
March 24, 1999 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental stage
since inception and has no operations to date other than issuing shares to
its original shareholder.
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a class
of securities registered under the Exchange Act. The Company will not
restrict its search to any specific business, industry, or geographical
location and it may participate in a business venture of virtually any kind
or nature. Management anticipates that it will be able to participate in
only one potential business venture because the Company has nominal assets
and limited financial resources.
The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and current reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and
annual reports Form 10-KSB.
The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination"). In most
instances the target company will wish to structure the business combination
to be within the definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that the Company will be successful in locating or
negotiating with any target business.
The Company has entered into an agreement with TPG Capital Corporation,
its sole shareholder, to supervise the search for target companies as
potential candidates for a business combination. The agreement will
continue until such time as the Company has effected a business combination.
TPG Capital Corporation has agreed to pay all expenses of the Company until
such time as a business combination is effected, without repayment. James
M. Cassidy, the sole officer and director of the Company, is the sole
officer and director and controlling shareholder of TPG Capital Corporation.
TPG Capital Corporation may only locate potential target companies for
the Company and is not authorized to enter into any agreement with a
potential target company binding the Company. The Company's agreement with
TPG Capital Corporation is not exclusive and TPG Capital Corporation has
entered into agreements with other companies similar to the Company on
similar terms. TPG Capital Corporation may provide assistance to target
companies incident to and following a business combination, and receive
payment for such assistance from target companies.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of
management at no cost to the Company. Management has agreed to continue
this arrangement until the Company completes an acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the
fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which
file reports under Sections 13 or 15(d) of the Exchange Act. As a result,
sales of the Company's common stock in the secondary market by the holders
thereof may be made pursuant to Section 4(1) of the Securities Act (sales
other than by an issuer, underwriter or broker) without qualification under
state securities acts.
Following a business combination, a target company will normally wish
to cause the Company's common stock to trade in one or more United States
securities markets. The target company may elect to take the steps required
for such admission to quotation following the business combination or at
some later time.
In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net tangible assets
of $2,000,000 or market capitalization of $35,000,000 or net income for two
of the last three years of $500,000; (ii) a public float of 500,000 shares
with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two
market makers; and (v) 300 shareholders.
If, after a business combination, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company may
apply for quotation of its securities on the NASD OTC Bulletin Board. In
certain cases the Company may elect to have its securities initially quoted
in the "pink sheets" published by the National Quotation Bureau, Inc.
To have its securities quoted on the NASD OTC Bulletin Board a company
must:
(1) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance regulators;
(2) has at least one market maker who completes and files a Form 211
with NASD Regulation, Inc.
The NASD OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted
on the NASD OTC Bulletin Board, only market makers can initiate quotes, and
quoted companies do not have to meet any quantitative financial
requirements. Any equity security of a reporting company not listed on the
Nasdaq Stock Market or on a national securities exchange is eligible.
In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market, less on the NASD OTC Bulletin Board, and least
through quotation by the National Quotation Bureau, Inc. on the "pink
sheets". It is not possible to predict where, if at all, the securities of
the Company will be traded following a business combination.
During the past three years, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
March 25, 1999 TPG Capital Corporation(1) 5,000,000 $500
(1) Mr. Cassidy, the president and sole director of the Company, is
the sole director and controlling shareholder of TPG Capital Corporation and
is therefore considered to be the beneficial owner of the common stock of
the Company issued to it.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has been in the developmental stage since inception and
has no operations to date. Other than issuing shares to its original
shareholder, the Company has not commenced any operational activities.
The Company will not restrict its search for any specific kind of
businesses, but may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict at this time the
status of any business in which the Company may become engaged, in that such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, the Company may agree
to register all or a part of such securities immediately after the
transaction is consummated or at specified times thereafter. If such
registration occurs, it will be undertaken by the surviving entity after the
Company has entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional securities
and their potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is no
assurance.
While the terms of a business transaction to which the Company may be
a party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended. Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their
shareholdings. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of shares
held by the Company's shareholders at such time.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms of
such agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.
TPG Capital Corporation will pay all expenses in regard to its search
for a suitable target company. The Company does not anticipate expending
funds itself for locating a target company. James M. Cassidy, the officer
and director of the Company, provides his services without charge or
repayment. The Company will not borrow any funds to make any payments to
the Company's management, its affiliates or associates. If TPG Capital
Corporation stops or becomes unable to continue to pay the Company's
operating expenses, the Company may not be able to timely make its periodic
reports required under the Exchange Act nor to continue to search for an
acquisition target. In such event, the Company would seek alternative
sources of funds or services, primarily through the issuance of its securities.
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek a business combination with any entity in
which the Company's officer, director, shareholders or any affiliate or
associate serves as an officer or director or holds any ownership interest.
As part of a business combination agreement, the Company intends to
obtain certain representations and warranties from a target company as to
its conduct following the business combination. Such representations and
warranties may include (i) the agreement of the target company to make all
necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act (ii) imposing certain restrictions
on the timing and amount of the issuance of additional free-trading stock,
including stock registered on Form S-8 or issued pursuant to Regulation S
and (iii) giving assurances of ongoing compliance with the Securities Act,
the Exchange Act, the General Rules and Regulations of the Securities and
Exchange Commission, and other applicable laws, rules and regulations.
ITEM 7. FINANCIAL STATEMENTS
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 1999
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 1999
PAGES 6 -8 - NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Independent Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Independent Acquisition
Corporation (a development stage company) as of December 31, 1999 and the
related statements of operations, changes in stockholder's equity and cash
flows for the period from March 24, 1999 (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 Independent Acquisition
Corporation (a development stage company) as of December 31, 1999, and the
results of its operations and its cash flows for the period from March 24,
1999 (inception) to December 31, 1999 in conformity with generally accepted
accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
March 23, 2000
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 100 million
shares authorized, 5,000,000 issued
and outstanding 500
Additional paid-in capital 1,330
Deficit accumulated during development stage (1,330)
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements.
2
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
Income $ -
Expenses
Organization expense 580
Professional fees 750
Total expenses 1,330
NET LOSS $ (1,330)
See accompanying notes to financial statements.
3
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
Deficit
Additional Accumulated
Common Paid-In During Devel-
Stock Capital opment Stage Total
Common stock issuance $ 500 $ - $ - $ 500
Fair value of
expenses contributed - 1,330 - 1,330
Net loss for the period
ended December 31, 1999 - - (1,330) (1,330)
BALANCE AT December 31,
1999 $ 500 $ 1,330 $ (1,330) $ 500
See accompanying notes to financial statements.
4
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO DECEMBER 31, 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (1,330)
Adjustment to reconcile net loss
to net cash used by operating activities:
Capitalized expenses 1,330
Net cash used in operating activities -
CASH FLOWS FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 500
Net cash provided by financing activities 500
INCREASE IN CASH AND CASH EQUIVALENTS 500
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 500
See accompanying notes to financial statements.
5
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Independent Acquisition Corporation (a development stage company)
("the Company") was incorporated in Delaware on March 24, 1999 to
serve as a vehicle to effect a merger, exchange of capital stock,
asset acquisition or other business combination with a domestic or
foreign private business. At December 31, 1999, the Company had not
yet commenced any formal business operations, and all activity to
date relates to the Company's formation and proposed fund raising.
The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
B. Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
6
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. There were no
current or deferred income tax expense or benefits due to the Company
not having any material operations for the period ending December 31,
1999.
NOTE 2 - STOCKHOLDER'S EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock
at $.0001 par value. The Company issued 5,000,000 shares of its
common stock to TPG Capital Corporation ("TPG") pursuant to Rule 506
for an aggregate consideration of $500.
7
INDEPENDENT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 2 - STOCKHOLDER'S EQUITY - (CONT'D)
C. Additional Paid-In Capital
Additional paid-in capital at December 31, 1999 represents the fair
value of the amount of organization and professional costs incurred
by TPG on behalf of the Company. (See Note 3)
NOTE 3 - AGREEMENT
On March 24, 1999, the Company signed an agreement with TPG, a
related entity (See Note 4). The Agreement calls for TPG to provide
the following services, without reimbursement from the Company, until
the Company enters into a business combination as described in Note 1A:
1. Preparation and filing of required documents with the
Securities and Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and other costs
incurred by the Company.
NOTE 4 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns a controlling interest in the outstanding stock
of TPG. (See Note 3)
8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants
on accounting and financial disclosure for the period covered by
this report.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices
Held
----------------- -----------
James M. Cassidy 64 President, Secretary, Director
There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor
will act at the direction of any other person.
Set forth below is the name of the director and officer of
the Company, all positions and offices with the Company held,
the period during which he has served as such, and the business
experience during at least the last five years:
JAMES MICHAEL CASSIDY, ESQ., LL.B., LL.M., received a Bachelor
of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic
University School of Law in 1963, and a Master of Laws in
Taxation from The Georgetown University School of Law in 1968.
From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer
B. Wyatt of the United States District Court for the Southern
District of New York. From 1964-1965, Mr. Cassidy was law clerk
to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia. From 1969-1975, Mr.
Cassidy was an associate of the law firm of Kieffer & Moroney
and a principal in the law firm of Kieffer & Cassidy,
Washington, D.C. From 1975 to date, Mr. Cassidy has been a
principal in the law firm of Cassidy & Associates, Washington,
D.C. and its predecessors, specializing in securities law and
related corporate and federal taxation matters. Mr. Cassidy is a
member of the bars of the District of Columbia and State of New
York and is admitted to practice before the United States Tax
Court and the United States Supreme Court.
OTHER SIMILAR COMPANIES
James M. Cassidy, the president of the Company, has been
and is currently involved with companies similar to this one.
The initial business purpose of each of these companies was is
to engage in a business combination with an unidentified company
or companies.
CONFLICTS OF INTEREST
A conflict may arise in the event that a similar company
with which Mr. Cassidy is affiliated also actively seeks a
target company. It is anticipated that target companies will be
located for the Company and other similar companies in
chronological order of the date of formation of such companies
or, in the case of companies formed on the same date,
alphabetically. However, other companies may differ from the
Company in certain items such as place of incorporation, number
of shares and shareholders, working capital, types of authorized
securities, or other items. It may be that a target company may
be more suitable for or may prefer a certain company formed
after the Company. In such case, a business combination might
be negotiated on behalf of the more suitable or preferred
similar company regardless of date of formation. However, Mr.
Cassidy's beneficial and economic interest in all similar
companies with which he is currently involved is identical.
Mr. Cassidy is the principal of Cassidy & Associates, a law
firm located in Washington, D.C. As such, demands may be placed
on the time of Mr. Cassidy which would detract from the amount
of time he is able to devote to the Company. Mr. Cassidy
intends to devote as much time to the activities of the Company
as required. However, should such a conflict arise, there is no
assurance that Mr. Cassidy would not attend to other matters
prior to those of the Company.
The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or
the continuing securities or other legal work of the Company
being handled by the law firm of which Mr. Cassidy is the
principal. The terms of a business combination may provide for
a payment by cash or otherwise to TPG Capital Corporation for
the purchase of its common stock by a target business. Mr.
Cassidy would directly benefit from such employment or payment.
Such benefits may influence Mr. Cassidy's choice of a target
business.
Management may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a target business
to the Company where that reference results in a business
combination. The amount of any finder's fee will be subject to
negotiation, and cannot be estimated at this time. No finder's
fee will be paid to the management or promoters of the Company,
or to their associates or affiliates. No loans of any type
have, or will be, made to management or promoters of the Company
or to any of their associates or affiliates.
The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management or promoters of the Company, or any affiliates or
associates have any interest, direct or indirect.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to
resolve conflicts of interest in favor of the Company could
result in liability of management to the Company. However, any
attempt by shareholders to enforce a liability of management to
the Company would most likely be prohibitively expensive and
time consuming.
ITEM 10. EXECUTIVE COMPENSATION
The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has
he received such compensation in the past. Further, the officer
and director is not accruing any compensation pursuant to any
agreement with the Company.
The officer and director of the Company will not receive any
finder's fee as a result of his efforts to implement the
Company's business plan outlined herein. However, the officer
and director of the Company anticipates receiving benefits as a
beneficial shareholder of the Company and as a principal of TPG
Capital Corporation.
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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of December 31, 1999,
each person known by the Company to be the beneficial owner of
five percent or more of the Company's common stock and the
director and officer of the Company. Except as noted, the
holder thereof has sole voting and investment power with respect
to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
-------------------
TPG Capital Corporation 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy(1) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
All Executive Officers and
Directors as a Group
(1 Person) 5,000,000 100%
(1) Mr. Cassidy is the sole director and controlling
shareholder of TPG Capital Corporation and is therefore
considered the beneficial owner of the 5,000,000 shares of
common stock owned by it.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 25, 1999, the Company issued a total of 5,000,000
shares of Common Stock to the following entity for a total of
$500 in cash:
NUMBER OF TOTAL
NAME SHARES CONSIDERATION
TPG Capital Corporation 5,000,000 $500
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek an acquisition
or merger with any entity in which the Company's officer,
director or shareholder or their affiliates or associates serve
as officer or director or hold any ownership interest.
Management is not aware of any circumstances under which this
policy may be changed.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(b) There were no reports on Form 8-K filed by the
Company during the quarter ended December 31, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
INDEPENDENT ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Dated: March 29, 2000
Pursuant to the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
NAME OFFICE
James M. Cassidy Director
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