UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended - September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-28929
RetinaPharma, Inc.
(Name of Small Business Issuer in its charter)
Indiana 35-2089855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
17 North Governor St., Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 425-1050
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
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 (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 [x] NO [ ]
As of September 30, 2000, the Registrant has outstanding 8,272,400 shares
of Common Stock.
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RetinaPharma, Inc.
Form 10-QSB
Quarterly Report
September 30, 2000
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Page
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(1) Financial Statements
Balance Sheet at September 30, 2000 3
Statements of Operations for the three months and nine
months ended September 30, 2000 and 1999 and the period
from inception (January 6, 1997)
to September 30, 2000 4
Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999 and the period
from inception (January 6, 1997)
to September 30, 2000 5
Notes to Unaudited Financial Statements 6
(2) Management's Discussion and Analysis or
Plan of Operation 7
PART II. OTHER INFORMATION
(6) Exhibits and Reports on Form 8-K 8
SIGNATURES 9
</TABLE>
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RetinaPharma, Inc.
(A Development Stage Company)
Balance Sheet
September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Assets
<S> <C>
Current assets:
Total current assets $ -
Other assets:
Organization costs net of amortization of $68 22
--------
Total assets $ 22
========
Liabilities and Stockholders' Equity
Current liabilities:
Total current liabilities $ -
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized,
none issued or outstanding -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,272,400 shares issued and
outstanding 111
Deficit accumulated during the
development stage (89)
--------
Total liabilities and stockholders' equity $ 22
========
</TABLE>
Read the accompanying notes to the financial statements.
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RetinaPharma, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months Inception
Ended Sept. 30, Ended Sept. 30, (January 6, 1997)
--------------- --------------- to
2000 1999 2000 1999 Sept. 30, 2000
--------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Revenue $ - $ - $ - $ - $ -
Costs and expenses:
General and Administrative 4 4 14 14 89
---- ---- ---- ---- -----
Net (loss) $ (4) $ (4) $(14) $(14) $ (89)
==== ==== ==== ==== =====
Per share information:
Weighted average number
of common shares
outstanding
basic and fully diluted 8,519,900 8,519,800 8,519,900 8,519,800 8,516,000
========= ========= ========= ========= =========
(Loss) per share
basic and fully diluted $(.00) $(.00) $(.00) $(.00) $(.00)
===== ===== ===== ===== =====
</TABLE>
Read the accompanying notes to the financial statements.
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RetinaPharma, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Inception
Ended Sept. 30, (January 6, 1997)
------------------------ to
2000 1999 Sept. 30, 2000
----------- ----------- ----------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net (loss) $ (14) $ (14) $ (89)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Amortization 14 14 68
Issuance of common stock for services - - 2
Gift shares issued - - 19
------- - ------- ----------
Net cash provided by (used in)
operations - - -
------- ------- ----------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
------- ------- ----------
Cash flows from financing activities:
Net cash provided by (used in)
financing activities - - -
------- ------- ----------
Net increase (decrease) in cash and
cash equivalents - - -
------- ------- ----------
Beginning cash and cash equivalents - - -
------- ------- ----------
Ending cash and cash equivalents $ - $ - $ -
======= ======= ==========
</TABLE>
Read the accompanying notes to the financial statements.
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RetinaPharma, Inc.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2000
(1) Basis Of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") for interim financial
information and Item 310(b) of Regulation SB. They do not include all of the
information and footnotes required by GAAP for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year. For
further information, refer to the financial statements of the Company as of
December 31, 1999 and for the two years then ended and the period from inception
(January 6, 1997) to December 31, 1999, including notes thereto included in the
Company's Form 10-SB.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented common stock
equivalents were not considered as their effect would be anti-dilutive.
(3) Income Taxes
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
deferred tax asset related to the operating loss carryforward has been fully
reserved.
The Company's net operating loss carryforwards expire through 2020.
(4) Stockholders' Equity
On September 29, 2000 247,500 shares of the Company's $.001 par value common
stock were returned to the Company for no consideration and cancelled.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results of Operations - Inception (January 6, 1997) through September 30, 2000.
The Company is considered to be in the development stage as defined in Statement
of Financial Accounting Standards No. 7. There have been no operations since
inception.
Liquidity and Capital Resources.
The Company has no cash as of September 30, 2000.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made by
or on behalf of the Company herein or orally, whether in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "will result", "are expected to", "will continue", "is
anticipated", "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly, such statements involve estimates,
assumptions, and uncertainties which could cause actual results to differ
materially from those expressed in the forward-looking statements. Such
uncertainties include, among others, the following: (i) the Company's ability
to obtain additional financing to implement its business strategy; (ii) the
financial condition of the Company's clients; (iii) imposition of new
regulatory requirements affecting the Company; (iv) a downturn in general
economic conditions (v) the delay or failure to properly manage growth and
successfully integrate acquired companies and operations; (vi) lack of
geographic diversification; and (vii) other factors which are described in
further detail in the Company's filings with the Securities and Exchange
Commission.
The Company cautions that actual results or outcomes could differ materially
from those expressed in any forward-looking statements made by or on behalf of
the Company. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on the business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
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Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On September 29, 2000, five of our shareholders returned a total of 247,500
shares of our Common Stock for cancellation. We paid no consideration and our
parent company, MAS Capital Inc. agreed to issued 2,500 shares of Common Stock
of MAS Capital Inc. as consideration.
On June 8, 2000, we entered into a Contribution Agreement with RetinaPharma,
Inc. to exchange shares of our Common Stock for property listed on Schedule 2.1.
After RetinaPharma, Inc.'s property contribution, RetinaPharma, Inc. will own
94% of the then outstanding common stocks.
On June 13, 2000, we changed the name of our business from MAS Acquisition
XXII Corp. to RetinaPharma, Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
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EXHIBIT DESCRIPTION OF EXHIBIT
------- --------------------------------------------------------
<S> <C>
2.0 Contribution Agreement
3.0 Articles of Amendment of the Articles of Incorporation
27.1 Financial Data Schedule (For SEC purposes only)
B. Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
RetinaPharma, Inc.
Date: November 1, 2000
By: /s/ Aaron Tsai
----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
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EXHIBIT 2.0 CONTRIBUTION AGREEMNT
CONTRIBUTION AGREEMENT
RetinaPharma, Inc.
THIS CONTRIBUTION AGREEMENT ("Agreement") is entered into on this 8th day
of June 2000 by and between MAS Acquisition XXII Corp., an Indiana corporation
("Pubco"), and the subscribers listed on the signature pages hereto
("Subscribers"), hereinafter collectively referred to as Hopkins Capital Group.
INTRODUCTION
------------
The transaction contemplated by this Agreement is intended to be an
integral part of a "tax free" contribution of property under Section 351 of the
Internal Revenue Code of 1986 as amended. As a single consolidated transaction,
Pubco will simultaneously exchange shares of its stock (the "Pubco Stock") for
the property as listed on Schedule 2.1. After the contribution transaction
contemplated herein, the Hopkins Capital Group will own 94% of the then
outstanding capital stock of Pubco.
AGREEMENT
SECTION 1 - GENERAL
-------------------
Issuance of shares of Pubco shall be part of a single consolidated
transaction. Accordingly, after the conclusion of the transaction, Pubco shall,
in exchange for the property described in Schedule 2.1, issue stock representing
more than 94% of the capital stock of Pubco immediately after Closing. The
current shareholders of Pubco not participating in this transaction shall hold
750,000 shares of Common Stock of Pubco immediately after Closing.
SECTION 2 - CONTRIBUTION FOR PUBCO STOCK
----------------------------------------
2.1 Issuance and Delivery of Pubco Stock. Subject to the terms and
conditions contained in this Agreement, at the Closing, Pubco shall acquire the
property listed in Schedule 2.1 in exchange for 12,125,000 shares of Pubco
Common Stock representing 94% of the then outstanding shares of Pubco. The
shares of Pubco shall be issued to the individuals in the amounts specified in
Schedule 2.1
2.2 Issuance of Pubco Options. No options to acquire shares of Pubco
shall survive the Closing.
2.3 No Lien or Encumbrances on Pubco Stock. The issuance of the Pubco
stock shall be made free and clear of all liens, mortgages, pledges,
encumbrances or charges, whether disclosed or undisclosed, except as the Hopkins
Capital Group and Pubco shall have otherwise agreed in writing.
2.4 Fractional Shares. Notwithstanding any other term or provision of
this Agreement, no fractional share of Pubco Common Stock and no certificates or
scrip therefore, or other evidence of ownership thereof, will be issued and
neither shall the Hopkins Capital Group have any right to receive cash in lieu
thereof. Hopkins Capital Group's pro rata share of Pubco Common Stock shall be
rounded up to the nearest whole number of shares.
2.5 No Registration of the Pubco Stock; Legend. None of the Pubco
Stock issued to the Hopkins Capital Group shall, at the time of Closing, be
registered under federal or state securities laws, but rather, shall be issued
pursuant to an exemption therefrom and shall be considered "restricted stock""
within the meaning of Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). The Pubco Common Stock so issued shall bear a
legend worded substantially as follows:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" AS
DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SHARES
REPRESENTED BY THE CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, TRANSFERRED OR ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION
STATEMENT THEN IN EFFECT UNDER THE SECURITIES ACT, (2) IN COMPLIANCE WITH
RULE 144, OR (3) PURSUANT TO AN OPINION OF COUNSEL TO THE ISSUER HEREOF,
SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER, THAT SUCH REGISTRATION OR
COMPLIANCE IS NOT REQUIRED AS TO SUCH SALE, OFFER TO SELL, PLEDGE,
HYPOTHECATION, TRANSFER OR ASSIGNMENT"
<PAGE>
Pubco's transfer agent shall annotate its records to reflect the restrictions on
transfer embodied in the legend set forth above.
SECTION 3 - CLOSING
-------------------
3.1 Closing of Transaction. The Closing of the Exchange Transaction
(the "Closing" or "Closing Date") shall take place at a date and time to be
mutually agreed upon by the parties, not more than 30 days from the date hereof.
3.2 Deliveries at Closing of Agreement. At the execution of this
Agreement, Pubco shall provide Board Minutes or consents approving the terms of
this Agreement and the transaction contemplated herein.
3.3 Deliveries at Closing by Pubco.
3.3.1 Pubco shall deliver or cause to be delivered at the Closing:
3.3.1.0 a copy of the consent of Pubco's Board of Directors
authorizing Pubco to take the necessary steps toward closing the transaction
described by this Agreement;
3.3.1.1 a copy of a Certificate of Good Standing for Pubco
issued not more than 90 days prior to the Closing by the appropriate Secretary
of State;
3.3.1.2 issue stock certificates as shown in Schedule 2.1 to
the Hopkins Capital Group as provided herein;
3.3.1.3 Corporate Record Book complete through date of
Closing;
3.3.1.4 copies of all filings with the SEC and NASD, complete
through Closing;
3.3.1.5 copies of all filings of state and federal tax
returns, complete through Closing; and
3.3.1.6 copies of all financial statements, audit reports and
correspondence with auditors, complete through Closing.
3.4 Deliveries at Closing by Hopkins Capital Group. Hopkins Capital
Group shall deliver to Pubco at the Closing the property described in Schedule
2.1.
SECTION 4 - REPRESENTATIONS AND WARRANTIES BY PUBCO
---------------------------------------------------
Pubco represents and warrants to the Hopkins Capital Group as follows:
4.1 Organization and Good Standing. Pubco is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Indiana and has full corporate power and authority to own or lease its
properties and to carry on its business as now being conducted and as proposed
to be conducted.
4.2 Capitalization. Pubco's authorized capital stock consists of
80,000,000 shares of $.001 par value Common Stock (defined above as "Pubco
Common Stock"), of which 750,000 shares of Pubco Common Stock are outstanding at
the date of this Agreement and held by approximately 151 shareholders and
20,000,000 shares of Preferred Stock at $.001 par value, of which there are no
shares outstanding. Attached as Schedule 4.2, is a list of Pubco's shareholders
and their respective share ownership as of the date of this Agreement. Pubco is
not authorized to issue any class or classes of stock other than such above-
described Common Stock. There will be, immediately prior to the Closing,
750,000 shares of Pubco Common Stock outstanding, representing 5.5% of Pubco
shares outstanding immediately after Closing. No warrants, options or other
rights to acquire Pubco Shares outstanding or contemplated except as otherwise
provided herein.
4.3 Authority to Execute Agreement. The Board of Directors of Pubco,
pursuant to the power and authority legally vested in it, has duly authorized
the execution and delivery by Pubco of this Agreement, and has duly agreed to
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each of the transactions hereby contemplated. Pubco has the power and authority
to execute and deliver this Agreement, to approve the transactions hereby
contemplated and to take all other actions required to be taken by it pursuant
to the provisions hereof. Pubco has taken all actions required by law, its
Certificate of Incorporation, as amended, or otherwise to authorize the
execution and delivery of this Agreement and this Agreement is valid and binding
upon Pubco. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby will constitute a violation
or breach of the Certificate of Incorporation, as amended, or the Bylaws, as
amended, of Pubco, or any agreement, stipulation, order, writ, injunction,
decree, law, rule or regulation applicable to Pubco.
4.4 Subsidiaries. Pubco has no subsidiaries and no investments,
directly or indirectly, or other financial interest in any other corporation or
business organization, joint venture or partnership of any kind whatsoever.
4.5 Financial Statements. Copies of Pubco's audited financial
statements from inception including for the fiscal year ended December 31, 1998
and December 31, 1999, and its unaudited financial statements for the period
ended May 31, 2000 (collectively, the "Pubco Financial Statements"), all of
which are true, accurate, and complete and are attached as Schedule 4.5.
4.6 Absence of Financial Changes. Since the Pubco financial statements
attached as Schedule 4.5, there has been no material change in Pubco's financial
condition, assets or liabilities, which expenses, incurred prior to the Closing,
shall be paid by Pubco prior to the Closing and shall not be the responsibility
of Pubco thereafter. Upon the Closing, Pubco shall have no debts, liens,
liabilities, payables or other obligations except as expressly permitted herein.
4.7 Absence of Certain Changes. Since the Pubco financial statements
attached as Schedule 4.5:
4.7.1 other than in the normal course of business, Pubco has not
entered into any material transaction;
4.7.2 there has been no material adverse change in the condition
(financial or otherwise), business, property, prospects, assets or liabilities
of Pubco as shown on the Pubco Financial Statements, other than changes that
both individually and in the aggregate do not have a consequence that is
materially adverse to such condition, business, property, prospects, assets or
liabilities;
4.7.3 there has been no material damage to, destruction of or loss
of any of the properties or assets of Pubco (whether or not covered by
insurance) materially and adversely affecting the condition (financial or
otherwise), business, property, prospects, assets or liabilities of Pubco;
4.7.4 Pubco has not declared or paid any dividend or made any
distribution on its capital stock, redeemed, purchased or otherwise acquired
any of its capital stock, granted any options to purchase shares of its stock;
4.7.5 there has been no material change, except in the ordinary
course of business, in the contingent obligations of Pubco by way of guaranty,
warranty or otherwise;
4.7.6 there have been no loans made by Pubco to its employees,
officers or directors;
4.7.7 other than in the normal course of business, there has been
no extraordinary increase in the compensation of any of Pubco's employees;
4.7.8 there has been no other event or condition of any character
which might reasonably be expected either to result in a material adverse change
in the condition (financial or otherwise) business, property, prospects, assets
or liabilities of Pubco or to impair materially the ability of Pubco to conduct
the business now being conducted.
4.8 Assets. All of the assets reflected on the Pubco Financial
Statements or acquired and held as of the Closing Date, other than any capital
leases, are, and on the Closing Date will be, owned by Pubco. Except as set
forth in Schedule 4.8, Pubco owns outright and has good and marketable title, or
holds valid and enforceable leases, to all of such assets, and no liens exist,
except for liens placed upon the property at the time of purchase or lease or
through one or more financing transactions. To the best of Pubco's knowledge,
none of Pubco's equipment has any material defects and in all material respects
is in good operating condition and repair, except for ordinary, routine
maintenance and repair.
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4.9 Absence of Undisclosed Liabilities. At Closing, Pubco will have no
other liabilities of any nature, whether accrued, absolute, contingent, or
otherwise.
4.10 Litigation. There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory body or
arbitration tribunal against Pubco or its properties. There are no actions,
suits or proceedings pending, or, to the knowledge of Pubco, threatened against
or relating to Pubco. Pubco is not in default under or with respect to any
judgment, order, writ, injunction or decree of any court or of any federal,
state, municipal or other governmental authority, department, commission, board,
agency or other instrumentality.
4.11 Compliance with Laws. To the best of Pubco's knowledge, the
operations and affairs of Pubco do not violate any law, ordinance, rule or
regulation currently in effect, or any order, writ, injunction or decree of any
court or governmental agency, the violation of which would substantially and
adversely affect the business, financial condition or operations of Pubco.
4.12 Contracts. Except for this Agreement, Pubco is not a party to any
contract, nor is Pubco a party to any written or oral commitment which will
extend beyond the closing of this Agreement.
4.13 Tax Matters. All federal, foreign, state and local tax returns,
reports and information statements required to be filed by or with respect to
the activities of Pubco have been filed for all the years and periods for which
such returns and statements were due, including extensions thereof. Pubco has
not incurred any liability with respect to any federal, foreign, state or local
taxes except in the ordinary and regular course of business. Pubco is not
delinquent in the payment of any such tax or assessment, and no deficiencies for
any amount of such tax have been proposed or assessed.
4.14 Pubco:
4.14.1 is in compliance with Federal securities law and its SEC
filings are current, accurate and complete.
4.14.2 is not in any violation of any applicable State securities
law and the transaction contemplated herein will not be in violation of any
Federal or applicable State securities law.
4.14.3 has not received any shareholder complaints or shareholder
actions and there is no outstanding shareholder litigation nor does Pubco have
any knowledge of any pending lawsuits.
4.14.4 the transaction contemplated by this Agreement will comply
with all the rules and regulations of the SEC and all other governmental
agencies or bodies.
4.15 Books and Records. The books and records of Pubco are complete
and correct and accurately present, in all material respects, all of the
transactions therein described.
4.16 Finder's Fees. Pubco is not liable or obligated to pay any
finder's, agent's or broker's fee arising out of or in connection with this
Agreement or the transactions contemplated by this Agreement except for such
broker's commissions, if any, payable by Pubco in connection with the Private
Placement, all of which shall be paid and satisfied solely by Pubco.
4.17 Disclosure. Pubco has disclosed all events, conditions and facts
materially affecting the business and prospects of Pubco. No representation or
warranty by Pubco in this Agreement nor in any certificate, exhibit, schedule or
other written document, furnished to the Hopkins Capital Group by Pubco in
connection with the transactions contemplated by this Agreement contains any
untrue statement of a material fact or omits to state a material fact necessary
to be stated in order to make the statements contained herein or therein not
misleading.
SECTION 5 - ACCESS AND INFORMATION
----------------------------------
5.1 As to Pubco. Pubco shall give to Hopkins Capital Group, their
accountants and other representatives, full access, during normal business hours
throughout the period prior to the Closing, to all of Pubco's books and records
concerning Pubco's affairs as the Hopkins Capital Group shall reasonably
request.
4
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SECTION 6 - CONDUCT OF PARTIES PENDING CLOSING
----------------------------------------------
6.1 Conduct of Pubco Pending Closing. Pubco covenants that, pending
the Closing:
6.1.1 Pubco will conduct business only in the ordinary course.
6.1.2 No change will be made in Pubco's Certificate of
Incorporation or Bylaws or in Pubco's authorized shares of stock except as may
be first approved in writing by the Hopkins Capital Group.
6.1.3 No dividends shall be declared, no stock options granted
(other than as provided herein) and no employment agreements shall be entered
into with officers or directors of Pubco.
6.1.4 Except as otherwise requested by the Hopkins Capital Group,
Pubco and the Pubco Shareholders will use their best efforts to preserve Pubco's
business organization intact; to keep available to the Hopkins Capital Group the
services of its present officers and employees; and to preserve the goodwill of
those having business relations with Pubco.
SECTION 7 - CONDITIONS PRECEDENT TO CLOSING
-------------------------------------------
7.1 Conditions Precedent to the Hopkins Capital Group Obligations. The
obligations of the Hopkins Capital Group to consummate the transaction
contemplated by this agreement are subject to the fulfillment prior to or at the
Closing, of all conditions elsewhere herein set forth, including, but not
limited to, their receipt of all deliveries required by Section 3 herein, and
fulfillment, prior to the Closing, of each of the following conditions:
7.1.1 As a result of the exchange of Pubco shares contemplated by
this Agreement, immediately following the Closing of this Agreement, the
recipients of shares under Section 2 and Section 6 of this Agreement shall, in
the aggregate, hold 94% of the outstanding shares of Pubco.
7.1.2 Receipt of all necessary approvals of regulatory authorities
having jurisdiction over the Acquisition.
7.1.3 There shall be no material adverse change in the business,
assets, financial condition or prospects of Pubco through the Closing date and,
upon the Closing, Pubco shall have no balance sheet debt, accounts payable or
other obligations or indebtedness of any description.
7.1.4 Appropriate confirmations shall be given as to compliance
with representations, warranties and covenants.
7.1.5 Written confirmation to the Hopkins Capital Group that there
will be immediately prior to the Closing 750,000 shares of Pubco Common Stock
outstanding representing less than 5.5% of Pubco shares outstanding immediately
after Closing. No outstanding options, warrants or stock rights will be
outstanding.
7.1.6 The Hopkins Capital Group shall have reasonably satisfied
themselves that, since the date of this Agreement, the business of the Pubco has
been conducted in the ordinary course; no withdrawals of cash or other assets
have been made and no indebtedness has been incurred since the date of this
Agreement, except which have occurred in the ordinary course of business or with
respect to services rendered or expenses incurred in connection with the Closing
of this Agreement, unless said withdrawals or indebtedness were either
authorized by the terms of this Agreement or subsequently disclosed in writing
by the parties.
7.1.7 Pubco shall have granted the Hopkins Capital Group (acting
through its management personnel, counsel, accountants or other representatives
designated by it) full opportunity to examine its books and records, properties,
plants and equipment, proprietary rights and other instruments, rights and
papers of all kinds in accordance with Section 6 hereof and the Hopkins Capital
Group shall be reasonably satisfied to proceed with the transactions
contemplated by this Agreement upon completion of such examination and
investigation.
5
<PAGE>
7.1.8 The Hopkins Capital Group shall have reasonably satisfied
themselves that all transactions contemplated by this Agreement shall be legal
and binding.
7.1.9 The Hopkins Capital Group has completed its due diligence
inquiry of Pubco and Pubco documents.
7.2.0 The execution of this Agreement by all Hopkins Capital Group
participants unless otherwise agreed by Pubco
SECTION 8 - ADDITIONAL COVENANTS OF THE PARTIES
-----------------------------------------------
8.1 Cooperation. The Hopkins Capital Group and Pubco will cooperate
with each other and their respective agents in carrying out the transactions
contemplated by this Agreement, and in delivering all documents and instruments
deemed reasonably necessary or useful by the other party.
8.2 Expenses. Prior to Closing, Pubco shall pay all of its respective
costs and expenses (including attorneys' and accountants' fees, finder's fees,
costs and expenses) incurred in connection with this transaction, except for
$5,000 expense reimbursement due to MAS Financial Corporation at Closing.
8.3 Publicity. Pubco shall not, without prior written consent of the
Hopkins Capital Group, publish any press releases or disseminate any news
regarding this Agreement or transaction contemplated herein prior to closing
unless required to do so by law.
8.4 Name Change. Pubco will amend its Articles of Incorporation prior
to Closing to change its name to a name chosen by the Hopkins Capital Group and
eligible for filing with the Secretary of State.
SECTION 9 - REMEDIES
--------------------
9.1 Mutual Termination. The Hopkins Capital Group and Pubco may agree
to mutually terminate this Agreement prior to Closing without any liability to
each other.
9.2 Defaults Permitting Termination. If either Hopkins Capital Group
or Pubco materially default in the due and timely performance of any of their
warranties, covenants, or agreements under this Agreement, or upon failure of a
condition precedent, the non-defaulting party or parties may on or prior to the
Closing Date give notice of termination of this Agreement, in the manner
provided in Section 13.6. The notice will specify with particularity the
default or defaults on which the notice is based. The termination will be
effective five business days after the addressee receives the notice, unless the
specified default or defaults have been cured on or before the effective date
for termination. Except as otherwise expressly provided herein, upon
termination here under neither party shall continuing have any responsibility to
the other party
9.3 Arbitration. Any controversy or claim arising from or relating to
this Agreement, or its making, performance, or interpretation, will be
exclusively and solely settled by binding arbitration before three arbitrators
under the commercial arbitration rules of the American Arbitration Association
then existing. Judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy. The arbitration
shall be exclusively held in Sarasota, Florida.
SECTION 10 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
------------------------------------------------------------------
10.1 As to Pubco. The representations, warranties and covenants of
Pubco contained herein shall survive the execution and delivery of this
Agreement, the Closing and the consummation of the transactions called for by
this Agreement of two years from the Closing.
SECTION 11 - MISCELLANEOUS
--------------------------
11.1 Entire Agreement; Amendments. This Agreement contains the entire
agreement between the parties with respect to the transactions contemplated
hereby, and supersedes all negotiations, representations, warranties,
commitments, offers, contracts, letters of intent, and writings prior to the
6
<PAGE>
date hereof. No waiver and no modification or amendment of any provision of
this Agreement shall be effective unless specifically made in writing and duly
signed by the parties to this Agreement bound thereby.
11.2 Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective assigns and successors
in interest; provided, that neither this Agreement nor any right hereunder shall
be assignable by Pubco, or Hopkins Capital Group without the prior written
consent of the other parties.
11.3 Attorney's Fees. Except as otherwise provided herein, in the
event of any controversy, claim or dispute among the parties to this Agreement
arising out of or relating to this Agreement or breach thereof, each party
hereto shall pay his, her or its own legal expenses, attorney's fees and costs.
Mr. Duffey is a licensed attorney and consultant, and from time to time, may
have or may, in the future, provide legal or non-legal consulting services to
the Hopkins Capital Group and may deliver similar services to Pubco following
Closing. Pubco and the Hopkins Capital Group waive any conflict of interest
arising from the described relationship. It is understood that expenses and
fees may be paid to Mr. Duffey or his affiliates or to consulting companies or
to law firms with which he may have a relationship in connection with services
or consulting provided to Hopkins Capital Group or Pubco either before or after
the Closing. It is expressly agreed by Pubco that Mr. Duffey has provided no
legal or consulting services to Pubco prior to the Closing and that Pubco has
relied solely upon its own access to legal, tax and financial advisors.
Further, it is expressly acknowledged by each participant in the Hopkins Capital
Group that Mr. Duffey has provided no legal, tax, financial or other consultive
services to or for the benefit of any of said participants in the Hopkins
Capital Group or to Hopkins Capital Group itself. Each individual participant
in the Hopkins Capital Group and the Hopkins Capital Group itself have been
advised by Mr. Duffey to consult with and rely upon their own independent legal,
tax, financial or other advisors in connection with this transaction and all
matters related thereto.
11.4 Severability. If any provision hereof shall be held invalid or
unenforceable by any court of competent jurisdiction or as a result of future
legislative action, such holding or action shall be strictly construed and shall
not affect the validity or effect on any other provisions hereof.
11.5 Governing Law. In any action or proceeding arising out of or
related to this Agreement, the law of the State of Florida shall be followed.
11.6 Notices. All notices or other communications required hereunder
shall be in writing and shall be sufficient in all respects and shall be deemed
delivered after 3 days if sent via registered or certified mail, postage
prepaid; the next day if sent by overnight courier service; or upon completion
of transmission if sent by facsimile:
To Hopkins Capital Group:
Hopkins Capital Group
709 The Hamptons Lane
Chesterfield, MO 63017
Fax: (314) 474-7030
To Pubco:
MAS Acquisition XXII Corp.
1710 East Division Street
Evansville, IN 47711
Fax: (812) 479-7267
or if by facsimile to the facsimile number provided by the party, or by personal
delivery.
11.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of, which may be deemed an original, but all of which
together, shall constitute one and the same instrument.
7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
MAS Acquisition XXII Corp. Contributors:
(Hopkins Capital Group Participants)
By: /s/Aaron Tsai as President Hopkins Capital Group IV, LLC
--------------------------
Authorized Signatory
By: /s/ Francis E. O'Donnell Jr.
--------------------------------
Friday Harbour LLC
By: /s/ Debra L. Finehout
--------------------------------
Debra L. Finehout, Manager
By: /s/ James McNulty
--------------------------------
James McNulty
By: /s/ Carlos Santos
--------------------------------
Carlos Santos
By: /s/ Nicole Longridge
--------------------------------
Nicole Longridge
William W. Dolan, Trustee of
the Spencer Charles Duffey
Irrevocable Trust Under
Agreement Dated the 29th Day of
July, 1998
By: /s/ William W. Dolan
--------------------------------
William W. Dolan, Trustee of
the Elizabeth Rosemary Duffey
Irrevocable Trust Under
Agreement Dated the 29th Day of
July, 1998
By: /s/ William W. Dolan
--------------------------------
By:
--------------------------------
8
<PAGE>
RetinaPharma
Schedule 2.1
Hopkins Capital Group Contributors
</TABLE>
<TABLE>
<CAPTION>
Number of
Pubco Price Per Description of
Shares to be Pubco Property
Name of Contributors Received Share Contributed
------------------------------ ------------ ----------- --------------
<S> <C> <C> <C>
Hopkins Capital Group IV, LLC 10,925,000 $.001 $100,000
Friday Harbour LLC 180,000 .001 180
James McNulty 360,000 .001 360
Carlos Santos 360,000 .001 360
Nicole Longridge 120,000 .001 120
William W. Dolan, Trustee of the 90,000 .001 90
Spencer Charles Duffey Irrevocable
Trust Under Agreement Dated the
29th Day of July,m 1998
William W. Dolan, Trustee of the 90,000 .001 90
Elizabeth Rosemary Duffey
Irrevocable Trust Under Agreement
Dated the 29th Day of July, 1998
<PAGE>
Schedule 4.2
List of Pubco Shareholders at Closing
MAS Acquisition XXII Corp.
Stockholders List
At Closing
Shares Date
1 MAS Capital Inc.
1710 E. Division St.
Evansville, IN 47711
659,203 1/6/1997
659,203
2 Stanislav Nikolaevich Gemes
Lva Tolstogo St., 22-27
Khabarovsk 68000
Russia
250 3/31/1997
250
3 Sergei Konstantinovich Afon
Svetlanskay St., 123-18
Vladivostok 681235
Russia
250 3/31/1997
250
4 Pavel Alexandrovich Sidorkin
Volochaevskaya St., 122-18
Khabarovsk 680000
Russia
250 3/31/1997
250
5 Stepan Alexandrovich Dybov
Volochaevskaya St., 122-18
Khabarovsk 680000
Russia
250 3/31/1997
250
6 Ilona Yanochevna Nerba
Sluzebnaya St., 3-14
Khabarovsk 680013
Russia
250 3/31/1997
250
7 Larisa Nikolaevna Timoshina
Dikopoltzeva St., 128-15
Khabarovsk 680028
Russia
250 3/31/1997
250
8 Natalya Petrovna Timoshilova
Stepnaya St., 3-118
Khabarovsk 680078
Russia
250 3/31/1997
250
9 Anatoly Ivanovich Kim
Sheronova St., 18-27
Khabarovsk 680049
Russia
250 3/31/1997
250
10 Nina Nikolaevna Kern
Dikopoltzeva St., 18-25
Khabarovsk 680013
Russia
250 3/31/1997
250
11 Alexei Dmitrievich Basuk
Zaparina St., 38-1002
Khabarovsk 680000
Russia
250 3/31/1997
250
12 Vadim Alexandrovich Yuchno
Dzershinsky St., 91-88
Khabarovsk 680039
Russia
250 3/31/1997
250
13 Maxim Vladimirovitch Golodnitsky
Zaparina St., 35-164
Khabarovsk 680020
Russia
250 3/31/1997
250
14 Ludmila Viktorovna Sandaluk
Amursky Blvd., 27-6
Khabarovsk 680005
Russia
250 3/31/1997
250
15 Vladimir Viktorovich Knyshov
Oblachnay St., 6-27
Khabarovsk 680014
Russia
250 3/31/1997
250
16 Michael Dmitrievich Nerba
Sluzhebnaya St., 3-14
Khabarovsk 680013
Russia
250 3/31/1997
250
17 Irina Vladimirovna Kern
Lermontova St., 32-27
Khabarovsk 680013
Russia
250 3/31/1997
250
18 Sergei Michaelovich Nerba
Sluzhebnaya St., 3-14
Khabarovsk 680013
Russia 500 1/6/1997
250 3/31/1997
750
19 Vitaly Alexandrovich Boyarkin
Leningradskaya St., 3-61
Khabarovsk 680013
Russia
250 3/31/1997
250
20 Victoria Vitalyevna Boyarkina
Leningradskaya St., 3-61
Khabarovsk 680013
Russia
250 3/31/1997
250
21 Natalya Alexandrovna Boyarkina
Leningradskaya St., 3-61
Khabarovsk 680013
Russia
250 3/31/1997
250
22 Evgeni Nikolaevich Kern
Lermontova St., 32-27
Khabarovsk 680013
Russia
250 3/31/1997
250
23 Elena Viktorovna Dobrynina
Zaparina St., 32-164
Khabarovsk 680026
Russia
250 3/31/1997
250
24 Alexander Nilolaevich Dobrynin
Zaparina St., 32-164
Khabarovsk 680026
Russia
250 3/31/1997
250
25 Denis Michaelovich Nevzorov
Zaparina St., 123-55
Khabarovsk 680028
Russia
250 3/31/1997
250
26 Tatyana Alexandrovna Nevzorova
Fruuze St., 56-36
Khabarovsk 680000
Russia
250 3/31/1997
250
27 Michael Nikolaevich Nevzorov
Fruuze St., 56-36
Khabarovsk 680000
Russia
250 3/31/1997
250
28 Olga Nikolaevna Nerba
Lermontova St., 6-27
Khabarovsk 680013
Russia
250 3/31/1997
250
29 Tatyana Tichonovna Rumina
Lermontova St., 6-27
Khabarovsk 680013
Russia
250 3/31/1997
250
30 Nikolai Petrovich Rumin
Lermontova St., 6-27
Khabarovsk 680013
Russia
250 3/31/1997
250
31 Vladimir Yrevich Dobrov
Serysheva St., 13-3
Khabarovsk 680028
Russia
250 3/31/1997
250
32 Natalya Vladimirovna Prishkolnik
Kalinina St., 92-178
Khabarovsk 680042
Russia
250 3/31/1997
250
33 Charles S. Roberson
6212 O'hara Dr.
Evansville, IN 47711
100 1/6/1997
100
34 David E. Carra
1319 S. Elliott St.
Evansville, IN 47713
100 1/6/1997
100
35 April K. Carlisle
327 West 1st St., Apt. No. 19
Bloomington, IN 47403 500
100 1/6/1997
600
36 Rich Hemmer
2108 Adams Ave.
Evansville, IN 47711 500 1/6/1997
100 1/6/1997
600
37 Stephen Lee
300 Third St., Apt. No. 703
San Francisco, CA 941007 500 1/6/1997
100 1/6/1997
600
38 Susan Elizabeth Cormell
76 Goldthorne Avenue
Sheldon, B'ham. B26 3LE
England
100 9/30/1998
100
39 Julie Caroline Avery
43 Arden Oak Rd.
Sheldon, B'ham. B26 3NA
England
100 9/30/1998
100
40P Pamela Avery
43 Arden Oak Rd.
Sheldon, B'ham. B26 3NA
England
100 9/30/1998
100
41 Robert George William Avery
43 Arden Oak Rd.
Sheldon, B'ham. B26 3NA
England
100 9/30/1998
100
42 Roger Thomas Sant
19 Hunts Farm Close
Tollesbury, Maldon CM9 8QX
England
100 9/30/1998
100
43 Victor Charles Bowmer
8 Bellamy Farm Rd.
Shirley, Solihull, B90 3DH
England
100 9/30/1998
100
44 Robert Charles Bowmer
23 Clandon Close
Birmingham, B14 5QL
England
100 9/30/1998
100
45 Barbara Jean Ellson
68 Fernhill Rd.
Olton, Solihull, B92 7RU
England
100 9/30/1998
100
46 John Peter Debney
68 Fernhill Rd.
Olton, Solihull, B92 7RU
England
100 9/30/1998
100
47 Emma Weight
23 Clandon Close
Kings Heath, B'ham. B14 5QL
England
100 9/30/1998
100
48 Jean Weight
23 Clandon Close
Kings Heath, B'ham. B14 5QL
England
100 9/30/1998
100
49 Jose Luis Guevara Diaz
1-Ra Av. Sur Altamira
Edificio San Antonio, Piso 5, Apto 1-E, Altamira
Caracas 10060
Venezuela
100 9/30/1998
100
50 David Guevara Diaz
1-Ra Av. Sur Altamira
Edificio San Antonio, Piso 5, Apto 1-E, Altamira
Caracas 10060
Venezuela 500 1/31/1998
100 9/30/1998
600
51 Mevert Aurelio Serrano Selazco
Urb La Alamada calle B Res
Canaveral P-B-1B, Sta Fe Norte
Caracas 10080
Venezuela
100 9/30/1998
100
52 Pablo Hernandez Gallon
Av. Luis Roche
Edificio Torre Altamira, piso 12, Apto 124
Caracas 10060
Venezuela
100 9/30/1998
100
53 Juan Dario Hernandez Cano
Av. Luis Roche
Edificio Torre Altamira, piso 12, Apto 124
Caracas 10060
Venezuela
100 9/30/1998
100
54 Mario J. Lemoine Iragorri
Av. Paez, Resd. Las Mercedes
Piso 2, Apto 2-4, El Paraiso
Caracas 100100-A
Venezuela
100 9/30/1998
100
55 Frank Enrique Ladera Ladera
Urb. Sta. Cecilia-Res Town
City # APB#1 Valencia, Ed.Carabobo
Valencia
Venezuela
100 9/30/1998
100
56 Felipe Enrique Betancourt Garcia
Urb. Jardines de Sta Rosa # 35 Qta Andis
Vereda # 20, Cua Edo Miranda
Caracas 10060
Venezuela
100 9/30/1998
100
57 Fernandez Quintero Reinaldo Alberto
Av. Venezuela
Edf. El Amado, Piso 5, Apt.13 Bello Monte
Caracas 10060
Venezuela
100 9/30/1998
100
58 Mena Matute Mayerling Daliath
Urb La Alameda calle B
Res. Canaveral,Torre B - PB1-B Sta Fe Norte
Baruta Edo Miranda 10080
Venezuela
100 9/30/1998
100
59 Guevara Diaz Monica
1-Ra Av. Sur Altamira
Edificio San Antonio, Piso 5, Apto 1-E, Altamir
Caracas 10060
Venezuela
100 9/30/1998
100
60 Carlos Jesus Guevara Diaz
1-Ra Av. Sur Altamira
Edificio San Antonio, Piso 5, Apto 1-E, Altamira
Caracas 10060
Venezuela
100 9/30/1998
100
61 Eduardo Jose Banco
Av. Inter Comunal
Rs. Acuarius Piso 3, Apto 303
Caracas 10091
Venezuela
100 9/30/1998
100
62 Jose Luis Loreto Gutierrez
Av. Inter Comunal
Rs. Rinconada Piso 6, Apt. 603
Caracas 10091
Venezuela
100 9/30/1998
100
63 Alexander Luis Barretto
Av. Inter Comunal
Rs. El Poliedro, Piso 2, Apto 205
Caracas 10091
Venezuela
100 9/30/1998
100
64 Leonardo Pedrin Vargas
Av. Inter Comunal
Los Cedros La Floresta Edf. 1, Apt. No. 2
Caracas 10091
Venezuela
100 9/30/1998
100
65 Jeans Carlos Herrera
Av. Inter Comunal
El Valle Res. Tequendana, Piso 12-1204
Caracas 10091
Venezuela
100 9/30/1998
100
66 David Curbenos Garcia
Res. La Floresta
Av. Inter Comunal, Los Cedros Apt. 3-2
Caracas 10091
Venezuela
100 9/30/1998
100
67 Pedro Pablo Gutierrez Moreno
Av. Inter Comunal
El Valle Rs. Savoy Entada 2, Piso 100, Apt. 100-02
Caracas 10091
Venezuela
100 9/30/1998
100
68 Julio Cesar Rodriguez Revette
Av. Inter Comunal
El Valle Rs. Tokio, Piso 17, Apt. 17-5
Caracas 10091
Venezuela
100 9/30/1998
100
69 Neil Alberto Alcala Bello
Av. Inter Comunal
Res. El Parque, Piso 2, Apt. 205
Caracas 10091
Venezuela
100 9/30/1998
100
70 Victor Jose Monillo
Chacao Av. El Colesio
Edf. Primavera, Piso 5, Apt 5A
Caracas 10032
Venezuela
100 9/30/1998
100
71 Angel Jose Oneca
Edf. Quesera UD-4
Caricuao Piso 11, Apt. 11002
Caracas 10041
Venezuela
100 9/30/1998
100
72 Leonel Antonio Borreso Herrera
Altos De Caricuao
Edf. Guasdualito, Piso 8, Apt. 805
Caracas 10041
Venezuela
100 9/30/1998
100
73 Carlos Alberto Armas
Urb. Caraballeda Qta
Los Corales Av. Principal
La Guaira 10018
Venezuela
100 9/30/1998
100
74 Hector Jose Alvarez Mejias
Urbanisacion Castillejo
Duatine Res Castillejo Casa No. 18
Duatine 10012
Venezuela
100 9/30/1998
100
75 Jose Luis Vegas
Av. Principal Antimano
Edf. Pedredal Apto. 5-5
Caracas 10081
Venezuela
100 9/30/1998
100
76 Daisy Oviedo De Lara
Edf. Banvendez Reducto A Glorieta
Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
77 Mitzy Capriles De Ledezma
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
78 Rosalia Romero
Edf. Banvendez Reducto A Glorieta
Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
79 Jesus Amoyo Gomez
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
80 Amadeo Leyba
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
81 Mercedes Vargas
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
82 Daniela Schadendorf De Esparis
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
83 Leonardo Velazquez
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
84 Susana Prada De Allulli
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
85 Jose Pimentel Latvaa
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
86 Esdgan Mujica
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
87 Jose Feliz Oletta
Edf. Banvendez Mezzanina
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
88 Dulce Delgado
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
89 Maria Cristina Parra
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
90 Nelson Jose Lara
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
91 Nancy Montero
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
92 Luis Enrique Oberto
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
93 Mariztza Matiozzi
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
94 Jorge Carvajal Morales
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
95 Fernando Pereira
Edf. Banvendez
De Reducto A Glorieta Av. Lecuna
Caracas 10058
Venezuela
100 9/30/1998
100
96 Wilmer Jose De Abrev Vazquez
Rs. Venezuela, Edf. Orinoco
Piso. 3, Apt. 3-1 Coche
Caracas 10091
Venezuela
100 9/30/1998
100
97 Jacqueline Carrasco Gamez
Casa # 4312
La Pastora, Av. Baralt
Caracas 10060
Venezuela
100 9/30/1998
100
98 Iraida De La Corteza Carrasco De John
Casa # 4312
La Pastora, Av. Baralt
Caracas 10060
Venezuela
100 9/30/1998
100
99 Victor Jovanny Suarez Valdes Pino
Rs. Bravos Deapure
Piso 5, Apt. 504, Caricuao
Caracas 10041
Venezuela
100 9/30/1998
100
100 Abranham Giraud L.
Avenida Sur 17 Qta Santa Eduvigis
# 41 El Conde, El Centro
Caracas 10058
Venezuela
100 9/30/1998
100
101 Pablo Rafael Barretto
Rs. Ayacucho UD-4
Piso 2, Apt. 201 Caricuao
Caracas 10041
Venezuela
100 9/30/1998
100
102 Jhonny Emiliano Diaz Pacheco
Urbanisacion Montana Alta
San Antonio Losaltos
Los Teques 100100
Venezuela
100 9/30/1998
100
103 Jorge A. Briones Torrealba
Av. Venezuela Torre Amenica
Piso 8, Ofic. 816 Bello Monte
Caracas 10085
Venezuela
100 9/30/1998
100
104 Omar Antonio Morales Mancano
Rs. Bolivarianas Bloque 5
Entrada 1, Piso 3, Apt. 303 Coche
Caracas 10091
Venezuela
100 9/30/1998
100
105 Williams Montes
Rs. Longaray
Piso 13, Apt. 13-4 Elvalle
Caracas 10090
Venezuela
100 9/30/1998
100
106 Pedro Pacheco
Carretera Panamericana
Urb. Carrizal No. 14 Qta Lacima
Los Teques 100100
Venezuela
100 9/30/1998
100
107 Manuel Antonio Gonzalez Gonzalez
Av. Univercidad
Edf. Miracielos Piso 2, Apt 1
Caracas 10010030
Venezuela
100 9/30/1998
100
108 Rafael Chenubini Ocando
Centro Ejeutivo La Piramide
Mezz. Ofic. 21-E Elcentro
Caracas 10058
Venezuela
100 9/30/1998
100
109 Pedro Miguel Cardozo Azuaje
3rd. Tranvesal Los Cortijos
Edif. Los Cortisos II Semisotano
Caracas 10021
Venezuela
100 9/30/1998
100
110 Jose Luis Ferreira
Carretera Panamericana
Km. 16 Via Los Teques Minicentro La Mina Pb.
Los Teques 100100
Venezuela
100 9/30/1998
100
111 Brieda Aular Perez
Calle Bermudez Coussin
No. 1009-92 Entre Av. Padre Alfonzo Yamanzun
Valencia 1120
Venezuela
100 9/30/1998
100
112 Henry Rossenschein
Av. Leonardo DaVinci
Edf. Pisalle, Piso 5, Apto. 52 Bellomonte
Caracas 10085
Venezuela
100 9/30/1998
100
113 Ernesto Fernandez
Calle Del Naranjal
Qinta Patricia San Jose Los Altos
Los Teques 100100
Venezuela
100 9/30/1998
100
114 Dumas Roberto Gomez Gonzalez
Av. Principal Los Cortisos
De Loudes Los Ruices Ofil Piso 1
Caracas 10021
Venezuela
100 9/30/1998
100
115 Guillermo Paredes
Cruz Verde A Velazquez
No. 77 Santa Teresa El Centro
Caracas 10058
Venezuela
100 9/30/1998
100
116 Jose Dominguez
Avda. Solo Edf. Marlene
El Rosal No. 51
Caracas 10020
Venezuela
100 9/30/1998
100
117 Hugo Cesar Bastidas
Calle 3B Edf. C2-08PB
Zona Industrialla Urbina
Caracas 10045
Venezuela
100 9/30/1998
100
118 Richard Tovar
Av. Libertador Bello
Campo Edif. Terot Piso 1, Ofc. 4
Caracas 6334
Venezuela
100 9/30/1998
100
119 Feliz Morales Marcano
Calle Real Manicomio
Av. Principal Lidice No. 41
Caracas 10058
Venezuela
100 9/30/1998
100
120 Mario Olivares Marcano
Calle Rio Caura Centro
Comercial La Piramide PB Local 17
Caracas 10015
Venezuela
100 9/30/1998
100
121 George Dao Dao
Km. 13 Detras De La Oveja
Negra San Antonio Los Altos
Los Teques 100100
Venezuela
100 9/30/1998
100
122 Alejandro Andres H.
Rs. Venezuela Edf.
Carabobo Apt. 100-4 Piso 100 Coche
Caracas 10091
Venezuela
100 9/30/1998
100
123 Francis Carolina Maldonado Gonzalez
Centro Financiero Latino
Piso 22 Av. Urdaneta
Caracas 10058
Venezuela
100 9/30/1998
100
124 Leonardo George Bastardo
Carretera Panamericana
Km. 14 San Antonio Los Altos
Los Teques 100100
Venezuela
100 9/30/1998
100
125 Elba Elena Diaz Acero
1 Av. Altammira Sur Res. San Antonio
Piso 5, Apto 1-E
Caracas 10060
Venezuela
100 9/30/1998
100
126 Roberto Carlos Diaz
Av. Prinsipal San Bernadino
Quinta Patricia
Caracas 10041
Venezuela
100 9/30/1998
100
127 Silio Antonio Manzanero Lariva
Plaza Candelaria
Edf. Ruiz Senor Piso 4, Apt. 404
Caracas 10041
Venezuela
100 9/30/1998
100
128 Eduardo Jose Crespo
Av. Baralt Bucare Acarmen
Edf. Bucare, Piso 2, Apt. 2-3
Caracas 10058
Venezuela
100 9/30/1998
100
129 Josueismael Gomez
Abanico a Socorro
Edf. Remi, Piso 2, Apt 202 Altagracia
Caracas 10058
Venezuela
100 9/30/1998
100
130 Eduardo Palomar Lopez
Rs. Araguaney Piso 12, Apt. 1205
Carretera Petare
Guarenas 100100
Venezuela
100 9/30/1998
100
131 Miguel Enrique Ravelo Vouteris
Av. Principal Bello Monte
Edf. Pigalle PB
Caracas 10021
Venezuela
100 9/30/1998
100
132 Ibain Gregorio Lopez Artiaga
Av. Principal Las Minas
Urbanisacion Las Minas Casa No. 15
Baruta 10081
Venezuela
100 9/30/1998
100
133 Gabriel Antonio Caraballo Soto
Av. Principal Caurimare
Edf. Orinoco, Piso 9, Apt. 9-2 Entrada B
Caracas 10018
Venezuela
100 9/30/1998
100
134 Edgar Jose Maldonado Garcia
Av. Victoria, Edf. La Victoria
Piso 3, Apt. 3-2
Caracas 10032
Venezuela
100 9/30/1998
100
135 Maria Particia Pichardo
Rs. Hipodromomo
Piso 12, Apt. 12-02
Caracas 10091
Venezuela
100 9/30/1998
100
136 Rafael Angel Chavez
Av. Principal El Cafetal
Edf. El Ruka Mate, Piso 4, Apt. 42
Caracas 10081
Venezuela
100 9/30/1998
100
137 Eric David Domingo Azaujo
El Cafetal Edf. Taraus
Piso 3, Apt. 3-1
Caracas 10081
Venezuela
100 9/30/1998
100
138 Maikel Lopez Lopez
Urb. Sta. Maria Cafetal
Res. Caribe, Piso 2 Apto. 1
Caracas 10045
Venezuela
100 9/30/1998
100
139 Gustavo Heiten Aguylar
La Florida Qta. Lanena
El Bosque Alta Florida
Caracas 10021
Venezuela
100 9/30/1998
100
140 Carlos Alfredo Ferreira Moron
Urbanisacion Los Chaguaramos
Qta. Fuler No. 40
Caracas 100100
Venezuela
100 9/30/1998
100
141 Maria Josefa Cheda Saavedra
Principal El Marqez
Edf. Primavera Piso 5, Apto. 5A
Caracas 10051
Venezuela
100 9/30/1998
100
142 Hermogenes Francisco Gil Suarez
Urbanisacion Atlantida
Catia La Mar Casa No. 19
La Guaira 10018
Venezuela
100 9/30/1998
100
143 William Rommel Montes Rojas
Av. Intercomunal
El Valle Res. Longaray Piso 100, Apt. 100-03
Caracas 10091
Venezuela
100 9/30/1998
100
144 Miguel Antonio Flores Vargas
Av. Nueva Grananda
Quinta Larurayma
Caracas 10080
Venezuela
100 9/30/1998
100
145 Ruben Silva Boico
Res. Intercomunal
Piso 1, Apt. 1A Coche
Caracas 10091
Venezuela
100 9/30/1998
100
146 Ersel Susar
265 E. 66th St.
New York, NY 10021
100 9/30/1998
100
147 Jeriah D. Civlei
2604 Winding Creek
Evansville, IN 47715
100 9/30/1998
100
148 John Tsai
8328D Lincoln Ave.
Evansville, IN 47715
350 9/30/1998
350
149 Guillermo Guevara
619 S. Harlan Ave.
Evansville, IN 47714
100 9/30/1998
100
150 Elizabeth Hudson
2604 Wexford Dr.
Evansville, IN 47715
100 9/30/1998
100
151 Graham Bowmer
5344 E. Timberwood Dr.
Newburgh, IN 47630
100 10/1/1999
100
152 Huei Lee
4532 Old Carriage Tr.
Oviedo, FL 32765
68,397
68,397
MAS Acquisition XXII Corp.
Total Common Shares: 750,000
Stockholders:
Certificates
<PAGE>
Schedule 4.5
Pubco Financial Statements
Audited for the year ended December 31, 1998 - attached
Audited for the year ended December 31, 1999 - attached
Unaudited for the period ended March 31, 2000 - attached
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
MAS Acquisition XXII Corp.
We have audited the accompanying balance sheet of MAS Acquisition XXII
Corp. (a development stage Company) as of December 31, 1999, and the
related statements of operations, changes in stockholders' equity, and
cash flows for each of the years ended December 31, 1998 and 1999, and
the period from January 6, 1997 (date of 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of MAS
Acquisition XXII Corp. (a development stage Company) as of December 31,
1999, and the results of its operations, and its cash flows for each
of the years ended December 31, 1998 and 1999, and the period from
January 6, 1997 (date of 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
the Company has been in the development stage since inception.
Realization of the Company's assets is dependent upon the Company's
ability to meet its future financing requirements, and the success of
future operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
/s/Stark Tinter & Associates, LLC
Stark Tinter & Associates, LLC
Certified Public Accountants
Denver, Colorado
January 5, 2000
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Balance Sheet
As of December 31, 1999
</TABLE>
<TABLE>
<CATION>
Assets
<S> <C>
Current assets:
Total current assets $ -
Other assets:
Organization costs net of amortization of $54 36
--------
Total assets $ 36
========
Liabilities and Stockholders' Equity
Current liabilities:
Total current liabilities $ -
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized,
none issued or outstanding -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,519,900 shares issued and
outstanding 111
Deficit accumulated during the
development stage (75)
--------
Total liabilities and stockholders' equity $ 36
========
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Statements of Operations
For the Years Ended December 31, 1998 and 1999 and
the Period From Inception (January 6, 1997) to December 31, 1999
<TABLE>
<CAPTION>
Year Year Inception
Ended Ended to
December 31, December 31, December 31,
1998 1999 1999
------------ ----------- ------------
<S> <C> <C> <C>
Revenue $ - $ - $ -
Costs and expenses:
General and Administrative 30 18 75
---------- --------- ---------
Net (loss) $ (30) $ (18) $ (75)
========== ========= =========
Per share information:
Weighted average number
of common shares
outstanding - basic and fully diluted 8,512,100 8,519,825 8,512,746
========= ========= =========
(Loss) per share - basic and fully diluted $ (.00) $ (.00) $ (.00)
========= ========= =========
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From (Inception) January 6, 1997, through
December 31, 1999
<TABLE>
<CAPTION>
Deficit Accumulated
During the
Common Stock Development Stage Total
---------------- ------------------- -----
Shares Amount
------ ------
<S> <C> <C> <C> <C>
Shares issued at inception
for organization costs
aggregating $90 8,500,000 $ 90 $ - $ 90
Shares issued for
services at $.001
per share during
January, 1997 500 1 1
Gift shares issued
during March, 1997 at
$.001 per share 7,750 8 8
Net (loss) for the year - - (27) (27)
--------- -------- --------- ---------
Balance December 31, 1997 8,508,250 99 (27) 72
Shares issued for
services at $.001
per share during
September, 1998 750 1 1
Gift shares issued
during September, 1998 at
$.001 per share 10,800 11 11
Net (loss) for the year - - (30) (30)
--------- -------- --------- ---------
Balance December 31, 1998 8,519,800 111 (57) 54
Shares issued for
services at $.001
per share during
October, 1999 100 - -
Net (loss) for the year - - (18) (18)
--------- -------- --------- ---------
Balance December 31, 1999 8,519,900 $ 111 $ (75) $ 36
========= ======== ========= =========
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended December 31, 1998 and 1999, and
the Period From Inception (January 6, 1997) to December 31, 1999
<TABLE>
<CAPTION>
Year Year Inception
Ended Ended to
December 31, December 31, December 31,
1998 1999 1999
----------- ----------- ----------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net (loss) $ (30) $ (18) $ (75)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Amortization 18 18 54
Issuance of common stock for services 1 - 2
Gift shares issued 11 - 19
---------- ----------- ----------
Net cash provided by (used in)
operations - - -
---------- ----------- ----------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
---------- ----------- ----------
Cash flows from financing activities:
Net cash provided by (used in)
financing activities - - -
---------- ----------- ----------
Net increase (decrease) in cash and
cash equivalents - - -
---------- ----------- ----------
Beginning cash and cash equivalents - - -
---------- ----------- ----------
Ending cash and cash equivalents $ - $ - $ -
========== =========== ==========
Supplemental disclosure of cash flow information:
Cash paid for: Income taxes $ - $ - $ -
Interest $ - $ - $ -
Supplemental schedule of non-cash investing and financing activities:
Common shares issued for organization
costs $ - $ - $ 90
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 1999
Note 1. SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The Company was incorporated on January 6, 1997, in the State of Indiana.
The Company is in the development stage and its intent is to locate
suitable business ventures to acquire. The Company has had no significant
business activity to date and has chosen December 31, as a year end.
B. Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
C. Intangible assets
The cost of intangible assets is amortized using the straight line method
over the estimated useful economic life (five years for organization
costs). They are stated at cost less accumulated amortization. The
Company reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances
indicate that the carrying value of the asset may not be recoverable.
An impairment loss would be recognized when estimated future cash flows
expected to result from the use of the asset and its eventual
disposition is less than its carrying amount. No such impairment losses
have been identified in the periods presented.
D. Net loss per share
Net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
E. Use of estimates
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates.
Note 2. STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value
common stock to an officer as reimbursement of organization costs paid by
the officer. Fair value used for this transaction of $90 is based upon the
actual cost of incorporation.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 1999
(Continued)
During January, 1997 the Company issued 500 shares of its $.001 par value
common stock to directors as compensation valued at $1.
During March, 1997 the Company issued 7,750 shares of its common stock to
foreign citizens as a gift with an aggregate fair value of $8.
During September, 1998 the Company issued 750 shares of its $.001 par
value common stock to directors as compensation valued at $1.
During September, 1998 the Company issued 10,800 shares of its common stock
to foreign citizens as a gift with an aggregate fair value of $11.
During October, 1999 the Company issued 100 shares of its $.001 par value
common stock for services valued at $0.
Note 3. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-
current, depending on the classifications of the assets and liabilities to
which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences are
expected to reverse. The deferred tax asset related to the operating loss
carryforward has been fully reserved.
The Company's net operating loss carryforwards expire in 2012 through 2014.
Note 4. GOING CONCERN CONSIDERATION
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the
continuation of the Company as a going concern.
As discussed in Note 1 the Company is in the development stage and the
realization of its assets is dependent upon its ability to meet its future
financing requirements, and the success of its future operations.
Management plans include obtaining additional equity financing and the
acquisition of a suitable business venture to provide the opportunity for
the Company to continue as a going concern.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
Assets
March 31, December 31,
2000 1999
--------- ------------
<S> <C> <C>
Current assets:
Total current assets $ - $ -
Other assets:
Organization costs net of amortization of $59 31 36
and $54
-------- --------
Total assets $ 31 $ 36
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Total current liabilities $ - $ -
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized,
none issued or outstanding - -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,519,900 shares issued and
outstanding 111 111
Deficit accumulated during the
development stage (80) (75)
-------- --------
Total liabilities and stockholders' equity $ 31 $ 36
======== ========
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------------------
2000 1999
------------ -----------
<S> <C> <C>
Revenue $ - $ -
Costs and expenses:
General and Administrative 5 5
---------- ---------
Net (loss) $ (5) $ (5)
========== =========
Per share information:
Weighted average number
of common shares
outstanding - basic and fully diluted 8,519,900 8,519,825
========= =========
(Loss) per share - basic and fully diluted $ (.00) $ (.00)
========= =========
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
Deficit Accumulated
During the
Common Stock Development Stage Total
---------------- ------------------- -----
Shares Amount
------ ------
<S> <C> <C> <C> <C>
Balance December 31, 1999 8,519,900 111 (75) 36
Net (loss) for the period - - (5) (5)
--------- -------- --------- ---------
Balance March 31, 2000 8,519,900 $ 111 $ (80) $ 31
========= ======== ========= =========
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Statements of Cash Flows
</TABLE>
<TABLE>
<CAPTION>
Three Months
Ended March 31,
------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net (loss) $ (5) $ (5)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Amortization 5 5
Issuance of common stock for services - -
Gift shares issued - -
---------- -----------
Net cash provided by (used in)
operations - -
---------- -----------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - -
---------- -----------
Cash flows from financing activities:
Net cash provided by (used in)
financing activities - -
---------- -----------
Net increase (decrease) in cash and
cash equivalents - -
---------- -----------
Beginning cash and cash equivalents - -
---------- -----------
Ending cash and cash equivalents $ - $ -
========== ===========
Supplemental disclosure of cash flow information:
Cash paid for: Income taxes $ - $ -
Interest $ - $ -
Supplemental schedule of non-cash investing and financing activities:
Common shares issued for organization
costs $ - $ -
</TABLE>
Read the accompanying notes to the financial statements.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 2000
Note 1. SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The Company was incorporated on January 6, 1997, in the State of Indiana.
The Company is in the development stage and its intent is to locate
suitable business ventures to acquire. The Company has had no significant
business activity to date and has chosen December 31, as a year end.
B. Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
C. Intangible assets
The cost of intangible assets is amortized using the straight line method
over the estimated useful economic life (five years for organization
costs). They are stated at cost less accumulated amortization. The
Company reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances
indicate that the carrying value of the asset may not be recoverable.
An impairment loss would be recognized when estimated future cash flows
expected to result from the use of the asset and its eventual
disposition is less than its carrying amount. No such impairment losses
have been identified in the periods presented.
D. Net loss per share
Net loss per share is computed by dividing the net loss for the period
by the weighted average number of common shares outstanding for the
period.
E. Use of estimates
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates.
Note 2. STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value
common stock to an officer as reimbursement of organization costs paid by
the officer. Fair value used for this transaction of $90 is based upon the
actual cost of incorporation.
<PAGE>
MAS Acquisition XXII Corp.
(A Development Stage Company)
Notes to Financial Statements
As of December 31, 1999
(Continued)
During January, 1997 the Company issued 500 shares of its $.001 par value
common stock to directors as compensation valued at $1.
During March, 1997 the Company issued 7,750 shares of its common stock to
foreign citizens as a gift with an aggregate fair value of $8.
During September, 1998 the Company issued 750 shares of its $.001 par
value common stock to directors as compensation valued at $1.
During September, 1998 the Company issued 10,800 shares of its common stock
to foreign citizens as a gift with an aggregate fair value of $11.
During October, 1999 the Company issued 100 shares of its $.001 par value
common stock for services valued at $0.
Note 3. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-
current, depending on the classifications of the assets and liabilities to
which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences are
expected to reverse. The deferred tax asset related to the operating loss
carryforward has been fully reserved.
The Company's net operating loss carryforwards expire in 2012 through 2014.
Note 4. GOING CONCERN CONSIDERATION
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the
continuation of the Company as a going concern.
As discussed in Note 1 the Company is in the development stage and the
realization of its assets is dependent upon its ability to meet its future
financing requirements, and the success of its future operations.
Management plans include obtaining additional equity financing and the
acquisition of a suitable business venture to provide the opportunity for
the Company to continue as a going concern.
<PAGE>
EXHIBIT 3.0 Articles of Amendment of the Articles of Incorporation
ARTICLES OF AMENDMENT OF THE SUE ANNIE GILROY
ARTICLES OF INCORPORATION SECRETARY OF STATE
State form 38333 (R8 / 12-96) CORPORATIONS DIVISION
Approved by State Board of Accounts 1995 302 W. Washington St., Rm.E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
INSTRUCTIONS: Use 8 1/2" x 11" white paper Indiana Code 23-138-1 et seq.
for inserts.
Present original and two copies Filing Fee: $30.00
to address in upper right hand
corner of this
Please TYPE of PRINT
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
Name of Coporation Date of incorporation
MAS Acquisition XXII Corp. January 6, 1997
The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)
X Indiana Business Indiana Professional
Coporation Law Corporation Act of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
ARTICLE I Amendment(s)
The exact text of Article(s) I of the Articles
(NOTE: If amending the name of corporation, write Article "I" in space
above and write "The name of the Corporation is ----------," below.)
The name of the corporation is RetinaPharma, Inc.
ARTICLE II
Date of each amendment's adoption:
June 8, 2000
<PAGE>
ARTICLE III Manner of Adoption and Vote
Mark applicable section: NOTE - Only in limited situations does Indiana law
permit an Amendment without shareholder approval. Because a name change
requires shareholder approval, Section 2 must be marked and either A or B
completed.
SECTION 1 This amendment was adopted by the Board of Director or
incorporators and shareholder action was not required.
X SECTION 2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment. The
amendment was adopted by: (Shareholder approval may be by
either A or B.)
A. Vote of such shareholders during a meeting called by the
Board of Directors. The result of such vote is as
follows:
8,519,900 Shares entitled to vote
8,250,000 Number of shares represented at the meeting
8,250,000 Shares voted in favor
0 Shareds voted against
B. Unanimous written consent executed on June 8, 2000 and
signed by all shareholders entitled to vote.
ARTICLE IV Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by which
they were adopted constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to penalties of perjury, that the statements contained
herein are true, this eighth day of June, 2000.
Signature of current officer or Printed name of officer or
chairman of the board chairman of the board
/s/ Aaron Tsai Aaron Tsai
Signature's Title
President
<PAGE>
This schedule contains summary financial information extracted from the
Balance Sheet at September 30, 2000 (unaudited) and the Statement of
Operations for the nine months ended September 30, 2000 (unaudited) and
is qualified in its entirety by reference to such financial statements.
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-END] SEP-30-2000
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 22
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 111
[OTHER-SE] (89)
[TOTAL-LIABILITY-AND-EQUITY] 22
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] (14)
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (14)
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (14)
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
<PAGE>
