As filed with the Securities and Exchange Commission on April __, 2000
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAS Acquisition XXVI Corp.
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(Name of small business issuer in its charter)
Indiana 6770 35-2089865
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(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
1710 E. Division St., Evansville, Indiana 47711 (812) 479-7266
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(Address and telephone number of principal executive offices)
1710 E. Division St., Evansville, Indiana 47711 (812) 479-7266
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(Address of principal place of business or intended principal place of business)
Aaron Tsai, 1710 E. Division St., Evansville, Indiana 47711 (812) 479-7266
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(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of the registration statement and date of the
prospectus.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
Title of Each Class of Amount Proposed Proposed Amount of
Securities Being Being Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
Price Per Offering
Unit (1) Price(1)
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Shares of Common Stock 8,519,900 $.01 $85,199 $22.49
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TOTAL $85,199 $22.49
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(1) Estimated for purposes of computing the registration fee pursuant to
Rule 457.
The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that the registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
Cross Reference Sheet
Showing the Location In Prospectus of
Information Required by Items of Form SB-2
Part I. Information Required in Prospectus
Item
No. Required Item Location or Caption
- ---- ------------- --------------------
1. Front of Registration Statement Front of Registration
and Outside Front Cover of Statement and Outside
Prospectus Front Cover of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page
Cover Pages of Prospectus of Prospectus and Outside
Front Cover Page of
Prospectus
3. Summary Information and Risk Prospectus Summary;
Factors Risk Factors
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
and Plan of Distribution
8. Plan of Distribution Selling Security Holders
and Plan of Distribution
9. Legal Proceedings Legal Proceedings
10. Directors, Executive Officers, Management
Promoters and Control Persons
11. Security Ownership of Certain Principal Stockholders
Beneficial Owners and Management
12. Description of Securities Description of Securities
13. Interest of Named Experts and Legal Matters; Experts
Counsel
14. Disclosure of Commission Position Management -
on Indemnification for Securities Indemnification of
Act Liabilities Directors and Officer
15. Organization Within Last Certain Transactions
Five Years
16. Description of Business The Company
17. Management's Discussion The Company - Plan of
and Analysis or Plan of Operation
Operation
18. Description of Property The Company - Property
19. Certain Relationships and Related Certain Transactions
Transactions
20. Market for Common Stock and Market for Common Stock
Related Stockholder Matters and Related Stockholders
Matters
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements Changes in and Disagreements
with Accountants on Accounting with Accountants on
and Financial Disclosure Accounting and Financial
Disclosure
<PAGE>
The information in this prospectus is not complete and may be changed.
The selling stockholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SELLING STOCKHOLDER
PROSPECTUS
SUBJECT TO COMPLETION
MAS Acquisition XXVI Corp.
8,519,900 Shares of Common Stock
This Prospectus relates to the sale of 8,519,900 shares of common stock
of MAS Acquisition XXVI Corp. issued to all of the existing stockholders of
the Company.
All shares registered are to be offered by the selling stockholders. We
will not receive any of the proceeds from the sale of these shares by the
selling stockholders.
Prior to the offering, no public market has existed for shares of our
common stock. We cannot guarantee that a trading market in the shares of our
common stock will ever develop. We hope to have our common stock quoted on
the OTC Bulletin Board.
The selling stockholders have not entered into any underwriting
arrangements. The sale of the shares by the selling stockholders may occur in
one or more transactions that may take place on the over-the-counter market,
including ordinary broker's transactions, privately negotiated transactions,
and sales to one or more dealers for transfer of the shares as principals, at
market prices prevailing at the time of transfer, or at negotiated prices.
Brokerage fees or commissions may be paid by the selling stockholders in
connection with the sales of the common stock. The selling stockholders may
transfer some or all of the common stock in exchange for consideration other
than cash, or for no consideration, in the selling stockholders' sole
discretion. This prospectus may be used by the selling stockholders to transfer
the common stock to affiliates of the selling stockholders.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
These securities are highly speculative, involve a high degree of risk and
should be purchased only by persons who can afford to lose their entire
investment (see "Risk Factors" for special risks concerning us and the
offering).
The date of the Prospectus is , 2000.
<PAGE>
We have filed with the SEC under the Securities Act, a registration
statement with respect to the common stock. We have not included in the
prospectus all of the information in the registration statement and the
attached exhibits. Statements of the contents of any document are not
necessarily complete. You should be aware that copies of these documents are
contained as exhibits to the registration statement. We will provide to you a
copy of any of the referenced information if you contact us at 1710 E.
Division St., Evansville, IN 47711 Attention: President, telephone
(812) 479-7266.
Sixty days after the filing date of our prior Form 10-SB registration
statement, we will be a reporting company and will be subject to the reporting
requirements of the Securities Exchange Act. Our filings may be inspected and
copied without charge at the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the following regional offices: Seven
World Trade Center, 13th Floor, New York, New York 10048, and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of our filings can be obtained from the Public Reference Section of the SEC,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. We will file registration statements (including this one) and
other documents and reports electronically through the Electronic Data
Gathering, Analysis and Retrieval System ("EDGAR") which are publicly
available through the SEC's Internet World Wide Web site (http://www.sec.gov).
We intend to furnish to our stockholders, after the close of each fiscal
year, an annual report containing audited financial statements examined and
reported upon by an independent certified public accountant relating to our
operations. In addition, we may furnish to our stockholders, from time to time,
such other reports as may be authorized by our board of directors. Our year -
end is December 31.
WE HAVE NOT AUTHORIZED ANYONE TO GIVE INFORMATION OR TO MAKE
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF THE PROSPECTUS SHALL
NOT UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN OUR AFFAIRS SINCE THE DATE OF THE PROSPECTUS. HOWEVER, WE DO NOT
CONSIDER ANY CHANGES THAT MAY HAVE OCCURRED MATERIAL TO AN INVESTMENT DECISION.
IN THE EVENT THERE HAS BEEN ANY MATERIAL CHANGE IN OUR AFFAIRS, WE WILL FILE A
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT DESCRIBING THE CHANGES.
<PAGE>
TABLE OF CONTENTS
Page
----
PROSPECTUS SUMMARY.............................................
SUMMARY FINANCIAL INFORMATION..................................
RISK FACTORS...................................................
THE COMPANY ...................................................
MANAGEMENT.....................................................
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS........
CERTAIN TRANSACTIONS...........................................
PRINCIPAL STOCKHOLDERS.........................................
DESCRIPTION OF SECURITIES......................................
SELLING SECURITY HOLDERS AND PLAN OF DISTRIBUTION..............
LEGAL PROCEEDINGS .............................................
LEGAL MATTERS..................................................
EXPERTS........................................................
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS..........................................
FINANCIAL STATEMENTS...........................................
<PAGE>
PROSPECTUS SUMMARY
We are incorporated under the laws of the State of Indiana on January 6,
1997 as a vehicle to acquire or merge with a business. Our management believes
that our characteristics as a reporting public shell company will make us
an attractive combination candidate.
We maintain our mailing address at 1710 E. Division Street., Evansville, IN
47711. Our phone number is (812) 479-7266.
The Offering The selling shareholders may sell a total of up to
8,519,900 shares of common stock.
The shares may be sold at market prices or other negotiated
prices. In addition, the selling shareholders may, in their
sole discretion, transfer the shares in exchange for
consideration other than cash or for no consideration. The
selling shareholders have not entered into any underwriting
arrangements for the sale of the shares. See "Selling
Security Holders and Plan of Distribution".
We will not receive any proceeds from the sale of common
stock by the selling shareholders.
Common Stock
outstanding
after the
Offering 8,519,900 shares
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following is a summary of our financial information and is
qualified in its entirety by our audited financial statements.
As Of
December 31, 1999
-----------------
Balance Sheet Data
Total Asset $ 36
Common Stock 111
Deficit accumulated
during the development
stage (75)
Total Shareholders'
equity 36
<PAGE>
RISK FACTORS
NO OPERATING HISTORY, REVENUE AND ASSETS. The Company has had
no operating history nor any revenues or earnings from operations.
The Company has little or no tangible assets or financial resources.
The Company will, in all likelihood, continue to sustain operating
expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable
business opportunity. There is no assurance that the Company can
identify such a business opportunity and consummate such a business
combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The
success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and
management of the identified business opportunity. While
management intends to seek business combination(s) with entities
having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the
Company's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors
beyond the Company's control.
STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES
Transferability of the shares of Common Stock of the Company is very
limited because a significant number of states have enacted regulations
pursuant to their securities or so-called "blue sky" laws restricting or,
in many instances, prohibiting, the initial sale and subsequent resale of
securities of "blank check" companies such as the Company within that
state. In addition, many states, while not specifically prohibiting or
restricting "blank check" companies, would not register the securities
of the Company for sale or resale in their states. Because of these
regulations, the Company currently has no plan to register any securities
of the Company with any state. To ensure that any state laws are not
violated through the reales of the securities of the Company, the Company
will refuse to register the transfer of any securities of the Company,
to residents of any state, which prohibit such resale or if no exemption
is available for such resale. It is not anticipated that a secondary
trading market for the Company's securities will develop in any state
until subsequent to consummation of a Business Combination, if at all.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete in
seeking merger or acquisition candidates with numerous other small
public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION -
NO STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity. There can be no assurance the Company will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified
any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will
be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative
characteristics.
<PAGE>
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, Aaron Tsai, President of the
Company anticipates devoting up to ten hours per month to the business
of the Company. Aaron Tsai will be the only person responsible in
conducting the day to day operations of the company including searches,
evaluations, and negotiations with potential merger or acquisition
candidates. The Company has not entered into any written employment
agreement with Aaron Tsai and is not expected to do so in the
foreseeable future. The Company has not obtained key man life
insurance on Aaron Tsai. The loss of the services of Aaron Tsai would
adversely affect development of the Company's business and its
likelihood of continuing operations. See "MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. Aaron Tsai may in the future
participate in business ventures which could be deemed to compete
directly with the Company. Aaron Tsai is serving as officer and
director of a number of other blank check companies. Additional
conflicts of interest and non-arms length transactions may also
arise in the future in the event the Company's current and future
officers or directors are involved in the management of any firm
with which the Company transacts business.
<PAGE>
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made available to
it, results of market research indicating that market demand exists
for the transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger
or acquisition contemplated by the Company, there is no assurance
the Company will be successful in completing any such business
combination.
LACK OF DIVERSIFICATION. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with a business opportunity.
Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with
or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.
REGULATION. Although the Company will be subject to
regulation under the Securities Exchange Act of 1934, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In
the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would
be required to register as an investment company and could be
expected to incur significant registration and compliance costs.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material adverse
consequences.
The Company is not an "investment adviser" under the Federal
Investment Adviser Act of 1940, which classification would involve a
number of negative considerations. Accordingly, the Company will not
furnish or distribute advice, counsel, publications, writings, analysis
or reports to anyone relating to the purchase or sale of any securities
within the language, meaning and intent of Section 2(a)(11) of the
Investment Adviser Act of 1940, 15 U.S.C.
PENNY STOCK. Until the Company's shares qualify for inclusion in
the Nasdaq system, the trading of the Company's securities, if any,
will be in the over-the-counter markets which are commonly referred to
as the "pink sheets" or on the OTC Bulletin Board. As a result, an
investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of the securities offered.
Effective August 11, 1993, the Securities and Exchange
Commission adopted Rule 15g-9, which established the definition of
a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in penny stocks;
and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited
market in penny stocks.
<PAGE>
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in the
criteria for continued NASDAQ eligibility. In order to continue to
be included on NASDAQ, a company must maintain $2,000,000 in net
tangible assets or $35,000,000 in market capitalization or $500,000
net income in latest fiscal year or 2 of last 3 fiscal years, a
$1,000,000 market value of its publicly-traded securities and 500,000
shares in public float. In addition, continued inclusion requires two
market-makers and a minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will
allow the Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange. In
such events, trading, if any, in the Company's securities may then
continue in the over-the-counter market. As a result, a
shareholder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the Company's
securities.
<PAGE>
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in the Company. Any such
business combination may require management of the Company to sell
or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in the removal of Aaron Tsai and a corresponding reduction in
or elimination of his participation in the future affairs of the
Company.
<PAGE>
POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING
BUSINESS COMBINATION. The Company's primary plan of operation is
based upon a business combination with a private concern which,
depending on the terms of merger or acquisition, may result in the
Company issuing securities to shareholders of any such private company.
The issuance of previously authorized and unissued Common Shares of the
Company would result in reduction in percentage of shares owned by
present and prospective shareholders of the Company and may result in a
change in control or management of the Company.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may
include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted
for the protection of investors.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Section 13 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), require companies subject
thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired,
covering one, two or three years, depending on the relative size
of the acquisition. The time and additional costs that may be
incurred by some target entities to prepare such statements may
preclude consummation of an otherwise desirable acquisition by
the Company. Acquisition prospects that do not have or are unable
to obtain the required audited financial statements may not be
appropriate for acquisition so long as the reporting requirements
of the 1934 Act are applicable.
<PAGE>
THE COMPANY
DESCRIPTION OF BUSINESS
MAS Acquisition XXVI Corp. (the "Company"), was incorporated on
January 6, 1997 in the State of Indiana, to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Pursuant to the Articles of Incorporation,
the Company is authorized to issue 80,000,000 shares of Common Stock
at $.001 par value and 20,000,000 shares of Preferred Stock at $.001
par value. Each holder of the Common Stock shall be entitled to one
vote for each share of Common Stock held. The Preferred Stock may be
divided into Series or Classes by the management of the Company upon
the approval of a majority vote of the Directors of the Company. As
of the date of this prospectus, there are 8,519,900 shares of Common
Stock and no shares of Preferred Stock outstanding.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
shareholders, the Company never commenced any operational
activities. As such, the Company can be defined as a "shell" company,
whose sole purpose at this time is to locate and consummate a merger
or acquisition with a private entity. The Board of Directors of the
Company has elected to commence implementation of the Company's
principal business purpose, described below under "PLAN OF OPERATION".
Any business combination or transaction may potentially result in a
significant issuance of shares and substantial dilution to present
stockholders of the Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. The Company
has distributed shares of its common stock as gift without any cash
considerations to non-U.S. persons in reliance on Regulation S.
<PAGE>
PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary
contact or discussions on behalf of the Company with any representative
of any other company regarding the possibility of an acquisition or
merger between the Company and such other company as of the date of this
registration statement. The Company's officers, directors, promoters or
affiliates are engaged in contacting or discussing on behalf of many
other public shell companies with representatives of many companies
regarding the possibility of acquisition or merger between the public
shell companies and such other companies.
EMPLOYEES
The Company has no full time or part time employees. Aaron
Tsai has agreed to allocate a portion of his time to the activities of
the Company, without compensation. The Company anticipates that the
business plan of the Company can be implemented through the efforts of
Aaron Tsai, President of the Company, devoting up to 10 hours per
month to the business affairs of the Company, consequently, conflicts
of interest may arise with respect to the limited time commitment by
such officer.
Aaron Tsai has been and is currently involved with other "blank
check" companies. Aaron Tsai may, in the future, become involved with
other companies which have business purpose similar to that of the
Company. As a result, additional potential conflicts of interest may
arise in the future. If such a conflict does arise and an officer or
director of the Company is presented with business opportunities under
circumstances where there may be a doubt as to whether the
opportunity should belong to the Company or another "blank check"
company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which
more than one company desires to merge with or acquire that target
company and the principals of the proposed target company has no
preference as to which company will merge or acquire such target
company, the company which first filed a registration statement
with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction. See "MANAGEMENT."
<PAGE>
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See "FINANCIAL STATEMENTS." This lack of
diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company
to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company may advertise and promote the Company in newspaper,
magazines and on the Internet. The Company has not yet prepared any
notices or advertisement.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
<PAGE>
The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, Aaron Tsai, who may not be considered
a professional business analyst. Aaron Tsai, President of the Company
will be the key person in the search, review and negotiation with
potential acquisition or merger candidates. Management intends to
concentrate on identifying preliminary prospective business
opportunities which may be brought to its attention through present
associations of the Company's officer and director, or by the Company's
shareholder. In analyzing prospective business opportunities,
management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for
profit; the perceived public recognition of acceptance of products,
services, or trades; name identification; and other relevant
factors. Officers and directors of the Company do not expect to
meet personally with management and key personnel of the business
opportunity as part of their investigation due to lack of capital.
To the extent possible, the Company intends to utilize written
reports and investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
<PAGE>
Aaron Tsai has experience in managing companies similar to
the Company and shall rely upon his own efforts and, to a much lesser
extent, the efforts of the Company's shareholder, in accomplishing the
business purposes of the Company. It is not anticipated that any outside
consultants or advisors will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does retain
such an outside consultant or advisor, any cash fee earned by such party
will need to be paid by the prospective merger/acquisition candidate, as
the Company has no cash assets with which to pay such obligation. There
have been no contracts or agreements with any outside consultants and
none are anticipated in the future.
The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate 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. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, Aaron Tsai agreed to pay these charges with his
personal funds, as interest free loans to the Company. However, the
only opportunity which management has to have these loans repaid will
be from a prospective merger or acquisition candidate. Management
has agreed that the repayment of any loans made on behalf of the
Company will not impede, or be made conditional in any manner, to
consummation of a proposed transaction.
ACQUISITION OF OPPORTUNITIES
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 may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will
not be afforded to all other shareholders of the Company. Any and
all such sales will only be made in compliance with the securities
laws of the United States and any applicable state.
<PAGE>
It is anticipated that any securities issued in any such
reorganization 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, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. The issuance of substantial additional securities
and their potential sale into any trading market which may develop
in the Company's securities may have a depressive effect on the
value of the Company's securities in the future, if such a market
develops, of which there is no assurance.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors
of the Company may personally meet with management and key personnel,
may visit and inspect material facilities, obtain analysis of
verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial resources
and management expertise. The manner in which the Company participates
in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the
management of the opportunity and the relative negotiation strength of
the Company and such other management.
With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company
acquires a target company with substantial assets. 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 then shareholders.
<PAGE>
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 1934 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents may
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company. If such
transaction is voided, the agreement may also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
The Company does not intend to make any loans to any prospective
acquisition or merger candidates or to unaffiliated third parties.
The Company may make loans only to prospective acquisition or merger
candidates only when such fund is available, the Company has entered
into an acquisition or merger agreement and making a loan to the
acquisition or merger candidate is beneficial to the Company. The
criteria that will be used in determining whether to make loans is
the availability and the need of cash by the acquisition or merger
candidate in order to complete the acquisition or merger. The loan
may be either secured or non-secured depending on the result of
negotiation and there is no limitations as to the amounts that may
be loaned.
<PAGE>
The Company does not intends to provide the Company's security
holders with any complete disclosure documents, including audited
financial statements, concerning an acquisition or merger candidate and
its business prior to the consummation of any acquisition or merger
transaction.
COMPETITION
The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.
<PAGE>
PROPERTY.
The Company currently maintains a mailing address at 1710 E.
Division St., Evansville, Indiana 47711, which is the address of its
parent Company, MAS Capital Inc. The Company pays no rent for the use
of this mailing address. The Company does not believe that it will need
to maintain an office at any time in the foreseeable future in order to
carry out its plan of operations described herein.
<PAGE>
MANAGEMENT
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning
each of the Company's directors and executive officers:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
Aaron Tsai 30 Chairman of the Board, President, Chief
Executive Officer, and Treasurer
</TABLE>
Aaron Tsai has served as President, Chief Executive Officer,
Treasurer and a Director of the Company since November, 1999. Mr. Tsai is
President and Director and may hold or held other positions in the following
companies since their inception, which are in parenthesis after the company
names: MAS Capital Inc. (September 1999), a venture capital and emerging
Internet investment banking firm with operating and public shell companies
as subsidiaries. MAS Financial Corp.(August 1995), a financial consulting
firm specializing in reverse merger transactions and provides financial
advisory services to public and private companies. MASX.com Inc. (February
1999) intends to develope an electronic stock trading facility. As of the
date of this filing, MASX has not yet filed applications with the SEC and
NASD to become a broker-dealer. MAS Trade.net Inc. (September 1999) is
registered with the SEC to become a broker-dealer. The SEC registration is
contingent upon NASD membership. As of the date of this filing, MAS Trade
has not yet filed application for NASD membership. Aimex Camera Corp.
(December 1996), Aimex Distributing Corp. (October 1996) and Aimex Marketing
Corp. (October 1996) are in the wholesale distribution of point-and-shoot
cameras and inexpensive binoculars. Aimex Distributing Corp. and Aimex
Marketing Corp. are currently inactive.
Aaron Tsai has previously served as President, Chief Executive Officer,
Treasurer and a Director since inception and is serving the same positions
since March 1999 for MAS Acquisition X Corp. (October 1996).
Aaron Tsai is serving as President, Chief Executive Officer, Treasurer
and a Director of the following blank check companies on or after November
1999 for the following companies named in consecutive Roman numerals:
* MAS Acquisition XXI Corp. through MAS Acquisition CI Corp.
(21 through 101) All were incorporated in January 1997.
* MAS Capital I Corp. through MAS Capital X Corp. (1 through 10) All
were incorporated in October 1999.
* MAS Capital XI Corp. through MAS Capital L Corp. (1 through 50) All
were incorporated in March 2000.
Mr. Tsai is Vice President and Director of Hunan Restaurant of Indiana,
Inc. (April 1996) and Hunan Restaurant of Boonville, Inc. (November 1996).
Both companies were Chinese restaurants and are currently inactive.
Mr. Tsai was President and Director of following companies: American
Multimedia, Inc. from June 1994 to March 2000. American Multimedia was a
distributor of multimedia add-on peripherals for personal computers. Aimex
Imaging Corp. from November 1995 to March 2000. Aimex Imaging was company
intended to distribute multi-functional office equipments.
Mr. Tsai was President and Director of Aimex International Corporation,
("AIC") from April 1996 to March 1998. AIC was the holding company of
American Multimedia, Inc., Aimex Imaging Corp., Aimex Camera (HK) Limited,
and Aimex Capital/Finance, Ltd. AIC subsequently became BTC Financial
Services. Mr. Tsai was President and Director of both Aimex Camera (HK)
Limited ("AHK") (May 1995) and Aimex Capital/Finance, Ltd. (January 1996)
("ACF") since their inception to December 1998. AHK was intended to be an
exporter of point-and-shoot cameras from Hong Kong and ACF was intended to
be a company providing financing to AIC. Mr. Tsai has been President and
Director of Multi Access Systems, Inc. (April 1993)("MASI") since inception
to March 1997. MASI was intended to be a computer multimedia company.
Mr. Tsai has served as President, Chief Executive Officer and a Director of
Aimex Camera Inc. (November 1990) ("ACI") since inception to December 1997
and President and a Director of Auto Stack Pacific Rim Ltd. ("ASP") from
January 1999 to August 1999. ACI was an international camera company
distributing worldwide, under Aimex and Rioka brands as well as under
private labels, a complete line of 35mm cameras from point-and-shoot cameras
and 80mm power zoom cameras. ACI was formed to market or build a patented,
automated multi-level parking system licensed by Auto Stack International
in Asia.
The Officer and Director identified in above table is the Company's
only promoter.
The SEC reporting blank check companies that Aaron Tsai served or is
serving as President and Director are listed in following table:
File Date
Incorporation Name Form type Number of Filing(3) Status(1)
- -------------------------- ----------- ------- ------------ ---------
MAS Acquisition I Corp. Form 10-SB 0-28772 Sep 4, 1996 Merged
MAS Acquisition II Corp.(2) n/a n/a n/a Merged
MAS Acquisition III Corp. Form 10-SB 0-24897 Sep 16, 1998 Merged
MAS Acquisition IV Corp.(2) n/a n/a n/a Merged
MAS Acquisition V Corp.(2) n/a n/a n/a Merged
MAS Acquisition VI Corp. Form 10-SB 0-23947 Mar 26, 1998 Merged
MAS Acquisition VII Corp. Form 10-SB 0-25879 Apr 27, 1999 Merged
MAS Acquisition VIII Corp. Form 10-SB 0-25881 Apr 27, 1999 Merged
MAS Acquisition IX Corp. Form 10-SB 0-25791 Apr 15, 1999 Merged
MAS Acquisition X Corp. Form 10-SB 0-25795 Apr 15, 1999 No
MAS Acquisition XI Corp. Form 10-SB 0-25797 Apr 15, 1999 Merged
MAS Acquisition XII Corp. Form 10-SB 0-25883 Apr 27, 1999 Merged
MAS Acquisition XIII Corp. Form 10-SB 0-27155 Aug 27, 1999 Merged
MAS Acquisition XIV Corp. Form 10-SB 0-27157 Aug 27, 1999 Merged
MAS Acquisition XV Corp. Form 10-SB 0-27159 Aug 27, 1999 Merged
MAS Acquisition XVI Corp. Form 10-SB 0-27161 Aug 27, 1999 Merged
MAS Acquisition XVII Corp. Form 10-SB 0-27165 Aug 30, 1999 Merged
MAS Acquisition XVIII Corp. Form 10-SB 0-27167 Aug 27, 1999 Merged
MAS Acquisition XIX Corp. Form 10-SB 0-27171 Aug 30, 1999 Merged
MAS Acquisition XX Corp. Form 10-SB 0-27173 Aug 30, 1999 Merged
MAS Acquisition XXI Corp.(2) n/a n/a n/a No
MAS Acquisition XXII Corp. Form 10-SB 0-28929 Jan 18, 2000 No
MAS Acquisition XXIII Corp. Form 10-SB 0-28931 Jan 18, 2000 No
MAS Acquisition XXIV Corp. Form 10-SB 0-28933 Jan 18, 2000 No
MAS Acquisition XXV Corp. Form 10-SB 0-28935 Jan 18, 2000 No
MAS Acquisition XXVI Corp. Form 10-SB 0-28939 Jan 18, 2000 No
MAS Acquisition XXVII Corp. Form 10-SB 0-28943 Jan 18, 2000 No
MAS Acquisition XXVIII Corp. Form 10-SB 0-28945 Jan 18, 2000 No
MAS Acquisition XXIX Corp. Form 10-SB 0-28949 Jan 18, 2000 No
MAS Acquisition XXX Corp. Form 10-SB 0-28957 Jan 18, 2000 No
MAS Acquisition XXXI Corp. Form 10-SB 0-28961 Jan 18, 2000 No
MAS Acquisition XXXII Corp. Form 10-SB 0-28965 Jan 18, 2000 No
MAS Acquisition XXXIII Corp. Form 10-SB 0-28967 Jan 18, 2000 No
MAS Acquisition XXXIV Corp. Form 10-SB 0-28969 Jan 18, 2000 No
MAS Acquisition XXXV Corp. Form 10-SB 0-28971 Jan 18, 2000 No
MAS Acquisition XXXVI Corp. Form 10-SB 0-28975 Jan 18, 2000 No
MAS Acquisition XXXVII Corp. Form 10-SB 0-28987 Jan 19, 2000 No
MAS Acquisition XXXVIII Corp. Form 10-SB 0-28979 Jan 18, 2000 No
MAS Acquisition XXXIX Corp. Form 10-SB 0-28983 Jan 19, 2000 No
MAS Acquisition XL Corp. Form 10-SB 0-28989 Jan 19, 2000 No
MAS Acquisition XLI Corp. Form 10-SB 0-28991 Jan 19, 2000 No
MAS Acquisition XLII Corp. Form 10-SB 0-28993 Jan 19, 2000 No
MAS Acquisition XLIII Corp. Form 10-SB 0-28995 Jan 19, 2000 No
MAS Acquisition XLIV Corp. Form 10-SB 0-28997 Jan 19, 2000 No
MAS Acquisition XLV Corp. Form 10-SB 0-28999 Jan 19, 2000 No
MAS Acquisition XLVI Corp. Form 10-SB 0-29001 Jan 19, 2000 No
MAS Acquisition XLVII Corp. Form 10-SB 0-29003 Jan 19, 2000 No
MAS Acquisition XLVIII Corp. Form 10-SB 0-29005 Jan 19, 2000 No
MAS Acquisition XLIX Corp. Form 10-SB 0-29007 Jan 19, 2000 No
MAS Acquisition L Corp. Form 10-SB 0-29009 Jan 19, 2000 No
MAS Acquisition LI Corp. Form 10-SB 0-29017 Jan 19, 2000 No
- -----------------------------------------------------------------------------
(1) Under Merger Status "Merged" represents either a merger or an acquisition
has occurred or the company ceased to be a blank check company by operating a
specific business and "No" represents that the company is currently seeking a
merger or acquisition candidate. More detailed information for each merger
is disclosed in following paragraphs.
(2) These non-reporting companies are included for information purposes only.
The purpose is to show continuity because these companies are incorporated
with consecutive names.
(3) On the 61th day of filing, each company becomes subject to the reporting
requirements under the Securities Exchange Act of 1934.
In December 1997 MAS Acquisition I Corp. ("MAS-I") merged with Sloan
Electronics, Inc. ("Sloan") and renamed to Sloan Electronics, Inc. ("SEI").
SEI is a manufacturer of electronics monitoring devices. Pursuant to the
Agreement of Merger, MAS-I issued 8,227,070 shares of Common Stock in
exchange for 3,561,500 shares of Common Stock of Sloan and Aaron Tsai
returned 7,680,083 shares of Common Stock to MAS-I for cancellation.
Subsequent to the merger, Mr. Tsai received 100,000 shares of Common Stock
for consulting services provided by his company, MAS Financial Corp. SEI
subsequently changed its name to Salient Cybertech, Inc. ("SCI"). Mr. Tsai
currently is a non-affiliated shareholder of SCI. SCI is currently a SEC
reporting company.
In September 1997 MAS Acquisition II Corp. renamed to ThermoTek
Environmental, Inc. ("TEI") and issued 900,000 shares of Common Stock and
a non-interest bearing note for $25,000 to WERE International, Inc. to
acquire exclusive rights to Apparatus for Converting Waste Materials to
Gaseous and Char Materials, US Patent Number 5,104,490. TEI is in the
business of licensing waste material recycling technology. Mr. Tsai
currently is an affiliated shareholder. TEI is not currently a SEC
reporting company and has not filed Form 10 or Form 10-SB.
In March 1999 MAS Acquisition III Corp. ("MAS-III") merged with
SurgiLight, Inc. ("SLI") and renamed to SurgiLight, Inc. ("SurgiLight").
SurgiLight is a manufacturer and retail operator of laser eye surgery
equipments. Pursuant to the Agreement of Merger, MAS-III issued 10,394,330
shares of Common Stock for 10,394,330 shares of Common Stock of SLI and
Aaron Tsai returned 7,500,000 shares of Common Stock to MAS-III for
cancellation. SLI agreed to pay MAS Financial Corp. $100,000 finder's fee
and MAS Financial Corp. agrees to pay up to $65,000 in merger related
expenses. Mr. Tsai currently is a non-affiliated shareholder of SurgiLight
and may provide consulting services through MAS Financial Corp. SurgiLight
is currently a SEC reporting company.
In July 1997, MAS Acquisition IV Corp. renamed to Aimex Distributing
Corp. and in July 1997, MAS Acquisition V renamed to Aimex Marketing Corp.
Both Aimex Distributing Corp. and Aimex Marketing Corp. markets and
distributes cameras. Currently, Aaron Tsai is President, Director and
principle shareholder of these two companies. These two companies are
not currently SEC reporting companies and have not filed Form 10 or
Form 10-SB.
In March 1999 MAS Acquisition VI Corp. ("MAS-VI") acquired 88.65% of
CoalCorp Pty Ltd ("Coal") and renamed to Nu Energy Inc. ("NEI"). Pursuant to
the Stock Exchange Agreement, MAS-VI issued 1,301,823 shares of Common Stock
for 23,432,786 shares of Coal and issued 359,995 shares of Common Stock to
Aaron Tsai as compensation. Mr. Tsai currently is a non-affiliated
shareholder of NEI and his company, MAS Financial Corp., provides consulting
services to NEI and NEI agreed to pay MAS Financial Corp. a total of $11,000.
NEI is currently a SEC reporting company.
In August 1999 MAS Acquisition VII Corp. ("MAS-VII") merged with
Dimgroup, Inc. ("DIM") and renamed to Dimgroup.com Inc. ("DGI"). Pursuant
to the Stock Exchange Agreement, MAS-VII issued 7,667,820 shares of Common
Stock for 4,500 shares of Common Stock of DIM and Aaron Tsai returned
7,667,820 shares of Common Stock to MAS-VII for cancellation. DIM agreed
to pay MAS Financial Corp. a total of $135,000 in consulting fee. Mr. Tsai
currently is a non-affiliated shareholder of DGI. MAS Financial Corp.
currently provides consulting services to DGI. DGI is currently a SEC
reporting company.
In September 1999 MAS Acquisition VIII Corp. ("MAS-VIII") merged with
NetStaff, Inc. ("NETS") and renamed to NetStaff, Inc. ("NTSF"). Pursuant
to the Stock Exchange Agreement, MAS VIII issued 8,505,000 shares of Common
Stock for 1,669,505 shares of Common Stock of NETS and Aaron Tsai returned
8,505,000 shares of Common Stock to MAS-VIII for cancellation. A consultant
of NETS agreed to pay MAS Financial Corp. a total of $150,000 in consulting
fee. Mr. Tsai currently is a non-affiliated shareholder of NTSF. NTSF is
currently a SEC reporting company.
In November 1999 MAS Acquisition IX Corp. ("MAS-IX") merged with
Airtrax, Inc. ("AITX"). Pursuant to the Agreement and Plan of Merger, AITX
issued 114,867 shares of Common Stock in exchange for 8,519,800 shares of
Common Stock of MAS-IX. AITX agreed to pay MAS Financial Corp. a total of
$50,000 in consulting fee. Mr. Tsai currently is a non-affiliated shareholder
of AITX. AITX is currently a SEC reporting company.
In January 2000 MAS Acquisition XI Corp. ("MAS-XI") merged with
Bluepoint Software Co., Ltd ("BSC") and renamed to Bluepoint Linux
Software Corp. ("BLPT"). Pursuant to the Plan and Agreement of
Reorganization MAS-XI issued 15,500,000 shares of Common Stock for all of
the shares of Common Stock of BSC and MAS Capital Inc., returned 8,203,133
shares of Common Stock to MAS-XI for cancellation. Mr. Tsai currently is an
affiliated shareholder of BLPT and will become a non-affiliated shareholder
of BLPT, 90 days after his resignation as an officer/director. BLPT is
currently a SEC reporting company.
In November 1999 MAS Acquisition XII Corp. ("MAS-XII") merged with
Netserv Caribbean Limited ("NETSERV") and renamed to Netserv
Communications Inc. ("NETC"). Pursuant to the Stock Exchange Agreement.
MAS-XII issued 4,912,400 shares of Common Stock for 6,412,400 shares of
Common Stock of NETSERV and MAS Capital Inc.returned 8,220,833 shares of
Common Stock to MAS-XII for cancellation. NETSERV agreed to pay MAS Financial
Corp. a total of $200,000 in consulting fee. Mr. Tsai currently is a non-
affiliated shareholder of NETC. NETC is currently a SEC reporting company.
In December 1999 MAS Acquisition XIII Corp. ("MAS-XIII") acquired
LoanRates Online, Inc. ("LOAN") as a wholly owned subsidiary and renamed
to LoanRates Online.com, Inc. ("LROC"). Pursuant to the Plan and
Agreement of Reorganization, MAS-XIII issued 8,627,000 shares of Common
Stock for all of the issued and outstanding shares of LOAN and MAS
Capital Inc. returned 8,215,000 shares of Common Stock to MAS-XIII for
cancellation. A consultant of LOAN agreed to pay MAS Financial Corp. a
total of $90,000 in consulting fee. Mr. Tsai currently is a non-affiliated
shareholder of LROC. MAS Financial Corp. currently provides consulting
services to LROC. LROC is currently a SEC reporting company.
In March 2000 MAS Acquisition XIV Corp. ("MAS-XIV") were acquired
by PDC Innovative Industries, Inc ("PDCI") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XIV
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 250,000
shares of common stock of PDCI for consulting services. Mr. Tsai currently
is an affiliated shareholder PDCI and will become a non-affiliated
shareholder 90 days after his resignation as an officer/director. PDCI is
currently a SEC reporting company.
In February 2000 MAS Acquisition XV Corp. ("MAS-XV") were acquired
by National Rehab Properties, Inc. ("NRPI") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XV
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 125,000
shares of common stock of NRPI for consulting services. Mr. Tsai currently
is an affiliated shareholder NRPI and will become a non-affiliated
shareholder 90 days after his resignation as an officer/director. NRPI is
currently a SEC reporting company.
In February 2000 MAS Acquisition XVI Corp. ("MAS-XVI") were acquired
by Payforview.com Corp. ("PAYV") through MRC Legal Services Corporation.
("MRC") Pursuant to the Shell Acquisition and Stock Purchase Agreement, MAS
Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XVI for $80,000 to
MRC. In addition MRC agreed to pay MAS Capital Inc. 50,000 shares of common
stock of PAYV for consulting services. Mr. Tsai currently is an affiliated
shareholder PAYV and will become a non-affiliated shareholder 90 days after
his resignation as an officer/director. PAYV is currently a SEC reporting
company.
In March 2000 MAS Acquisition XVII Corp. ("MAS-XVII") were acquired
by Tianrong Internet Products and Services, Inc. ("TIPS") Pursuant to the
Stock Purchase Agreement, MAS Capital Inc. sold 8,250,000 shares of Common
Stock of MAS-XVII for $200,000. Mr. Tsai currently is an affiliated
shareholder TIPS and will become a non-affiliated shareholder 90 days after
his resignation as an officer/director. TIPS is currently a SEC reporting
company.
In March 2000 MAS Acquisition XVIII Corp. ("MAS-XVIII") were acquired
by Tianrong Building Material Holdings, Ltd. ("TNRG") Pursuant to the
Stock Purchase Agreement, MAS Capital Inc. sold 8,250,000 shares of Common
Stock of MAS-XVIII for $200,000. Mr. Tsai currently is an affiliated
shareholder TNRG and will become a non-affiliated shareholder 90 days after
his resignation as an officer/director. TNRG is currently a SEC reporting
company.
In March 2000 MAS Acquisition XIX Corp. ("MAS-XIX") were acquired
by Pinnacle Business Management, Inc. ("PCBM") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XIX
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 400,000
shares of common stock of PCBM for consulting services. Mr. Tsai currently is
an affiliated shareholder PCBM and will become a non-affiliated shareholder
90 days after his resignation as an officer/director. PCBM is currently a SEC
reporting company.
In March 2000 MAS Acquisition XX Corp. ("MAS-XX") were acquired
by Starfest, Inc. ("SFST") Pursuant to the Stock Purchase Agreement, MAS
Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XX for $100,000.
In addition SFST agreed to pay MAS Capital Inc. 150,000 shares of common stock
of SFST. Mr. Tsai currently is an affiliated shareholder SFST and will become
a non-affiliated shareholder 90 days after his resignation as an officer/
director. SFST is currently a SEC reporting company.
PRIOR BLANK CHECK OFFERINGS
Mr. Aaron Tsai was involved in a number of blank check offerings to
the public, while serving as an officer and or director of following
companies: On September 11, 1996, Multi Access Systems Inc. gifted 23,600
shares of its common stock in reliance on Regulation S to non-U.S. persons
for the purpose of increasing the number of shareholders. On July 1, 1997
MAS Acquisition I corp. and on March 16, 1997, MAS Acquisition II Corp.,
MAS Acquisition III Corp., MAS Acquisition IV Corp., MAS Acquisition V Corp.,
MAS Acquisition VI Corp., MAS Acquisition VII Corp., MAS Acquisition VIII
Corp., MAS Acquisition IX Corp., MAS Acquisition X Corp., MAS Acquisition XI
Corp., MAS Acquisition XII Corp., MAS Acquisition XIII Corp., MAS Acquisition
XIV Corp., MAS Acquisition XV Corp. and MAS Acquisition XVI Corp., each gifted
3,100 shares of its common stock, respectively, in reliance on Regulation S to
non-U.S. persons for the purpose of increasing the number of shareholders. On
September 30, 1998, MAS Acquisition III Corp. gifted 2,070 and MAS
Acquisition VI Corp. gifted 3,070 shares of its common stock, in reliance
on Regulation S to non-U.S. persons for the purpose of increasing the number
of shareholders. Other MAS Acquisition companies (Roman numerals 17 through
101) have made similar gifting of shares.
CONFLICTS OF INTEREST
Members of the Company's management is associated with other
firms involved in a range of business activities. Consequently, there
are potential inherent conflicts of interest in Aaron Tsai acting
as officer and director of the Company. Insofar as the officer
and director is engaged in other business activities, management
anticipates it will devote only a minor amount of time to the
Company's affairs.
The officer and director of the Company is and may in
the future become shareholder, officer or director of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individual acting on behalf of the
Company or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the
attention of such individual in the performance of his duties or
otherwise. The Company does not currently have a right of first
refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's
proposed business operations.
<PAGE>
The officer and director is, so long as he is officer or
director of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which
come to his attention, either in the performance of his duties
or in any other manner, will be considered opportunities of, and be
made available to the Company and the companies that he is
affiliated with on an equal basis. A breach of this requirement
will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officer
and director is affiliated with both desire to take advantage of
an opportunity, then said officer and director would abstain from
negotiating and voting upon the opportunity. However, the officer
and director may still take advantage of opportunities if
the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy
with respect to such transactions.
Aaron Tsai, President of the Company may be compensated in form
of shares of common stock of the Company upon completion of an
acquisition or merger. It is possible that such compensation may become
a factor in negotiations and present conflict of interest. Aaron Tsai
will use his best efforts to resolve equitably any conflicts that might
result during negotiations for an acquisition or merger.
There are no agreements or understandings for Aaron Tsai to resign
at the request of another person and that Aaron Tsai is not acting on
behalf of or will act at the direction of any other person except at the
time of the acquisition or merger and at the request of the controlling
persons of the acquisition or merger candidate. The Company expects that
the controlling persons of the acquisition or merger candidate will ask
all of the current Officers and Directors to resign at the time of the
acquisition or merger because they will become controlling persons of the
Company.
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Indiana,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
Company, or served any other enterprise as director, officer or
employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party
to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of the Company.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY
BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.
EXECUTIVE COMPENSATION.
The Company issued 1,250 shares of Common Stock as compensation
to former directors. None of the Company's current officer and/or
director received any compensation for their respective services
rendered unto the Company, nor have they received such compensation
in the past. Aaron Tsai has agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur
until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this
registration statement, the Company has no funds available to pay
Aaron Tsai. Further, Aaron Tsai is not accruing any compensation
pursuant to any agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. The management has
agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them by
any entity which proposes to undertake a transaction with the
Company.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company.
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. Aaron Tsai may
receive a finders fee, either directly or indirectly, as a result
of his efforts to implement the Company's business plan outlined
herein.
The Company may also compensate Aaron Tsai, President of the
Company between 800,000 to 1,500,000 shares of Common Stock of the
Company for his services in connection with completion of an
acquisition or merger. The Company does not intend to compensate any
other Officers and Directors of the Company or consultants in
connection with completion of an acquisition or merger.
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.
<PAGE>
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
No public trading market currently exist for the Company's Common
Stock. The Company intends to apply to have its Common Stock traded on the
over-the-counter market and list on the OTC Bulletin Board. There is no
assurance that the company will obtain OTC Bulletin Board listing, a trading
market will ever develop or, if such a market does develop, that it will
continue.
As of the date of this prospectus, the number of holders of the Company's
Common Stock was 151.
CERTAIN TRANSACTIONS
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
PRINCIPLE STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of the date of the prospectus,
by (i) each stockholder known by the Company to be the beneficial owner
of more than 5% of the Company's Common Stock, (ii) by each Director and
executive officer of the Company and (iii) by all executive officer and
Directors of the Company as a group. Each of the persons named in the
table has sole voting and investment power with respect to common stock
beneficially owned.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Beneficial Ownership Beneficial Ownership
Beneficial Owner (1) Prior to the After the
Offering(1) Number of Offering (2)
--------------------- Shares --------------------
Number Percent Registered Number Percent
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
MAS Capital Inc. 8,250,000 96.83% 8,250,000 0 0
1710 E. Division St.
Evansville, IN 47711
Aaron Tsai (1) 8,250,000 96.83% 8,250,000 0 0
c/o MAS Capital Inc.
1710 E. Division St.
Evansville, IN 47711
All Directors & Officers 8,250,000 96.83% 8,250,000 0 0
as a group (1 person)
- -----------------------------------------------------------------------------------------------
(1) Aaron Tsai is an officer, director and controlling person of MAS
Capital Inc., the parent company of the Company.
(2) Assuming all shares registered are sold.
</TABLE>
<PAGE>
DESCRIPTION OF SECURITIES
COMMON STOCK
The Articles of Incorporation currently authorizes the
Company to issue Eighty Million (80,000,000) shares of Common Stock
at $.001 par value. Each holder of the Common Stock shall be entitled
to one vote for each share of Common Stock held. As of the date of
this prospectus there are 8,519,900 shares of Common Stock outstanding.
PREFERRED STOCK
Pursuant to the Articles of Incorporation, the Company is
authorized to issue Twenty Million (20,000,000) shares of Preferred
Stock at $.001 par value. The Preferred Stock may be divided into
Series or Classes, with special voting rights and preferences, to be
established by the management of the Company upon the approval of a
majority vote of the Directors of the Company. As of the date of this
prospectus there are no shares of Preferred Stock outstanding.
If the Board of Directors authorized the issuance of shares of
Preferred Stock with conversion rights, the number of shares of Common
Stock outstanding could potentially be increased by up to the authorized
amount. Issuance of Preferred Stock could, under certain circumstances,
have the effect of delaying or preventing a change in control of the
Company and may adversely affect the rights of holders of other classes
of Preferred Stock or holders of Common Stock. Also, Preferred Stock
could have preferences over the Common Stock and other series of
Preferred Stock with respect to dividends and liquidation rights.
Upon liquidation of the Company, each shareholder is entitled
to receive a proportionate share of the Company's assets available
for distribution to shareholders after the payment of liabilities
and after distribution in full of preferential amounts, if any.
All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable. Holders of the Common Stock are
entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of
Directors out of funds legally available therefor.
DIVIDEND POLICY
The Company has not paid any cash dividends on its Common Stock
and presently intends to continue a policy of retaining earnings, if any,
for reinvestment in its business.
<PAGE>
SELLING SECURITY HOLDERS AND PLAN OF DISTRIBUTION
This prospectus concerns the transfer by the selling security holders
of an aggregate of 8,519,900 shares of common stock. The selling security
holders may transfer the common stock at those prices that they are able to
obtain in the market or as otherwise negotiated. In addition, the selling
stockholders may transfer the shares in exchange for consideration other than
cash, or for no consideration, as determined by the selling stockholders in
their sole discretion. This prospectus may be used by the selling stockholders
to transfer shares of the common stock to affiliates of the selling
stockholders. We will receive no proceeds from the sale of common stock by
the selling security holders.
It is anticipated that the selling security holders will offer the shares
in direct sales to private persons and in open market transactions. The selling
security holders may offer the shares to or through registered broker-dealers
who will be paid standard commissions or discounts by the selling security
holders. We believe that no selling security holders have any arrangements or
agreements with any underwriters or broker/dealers to sell the shares, and
they may contact various broker/dealers to identify prospective purchasers.
Additionally, agents, brokers or dealers may acquire shares or interests in
shares and may, from time to time, effect distributions of the shares or
interests in such capacity.
The following table sets forth the name of the selling security holders,
the number of shares of common stock owned by the selling security holders
before this offering, the number of shares of common stock being registered,
and the number and percentage of shares of common stock owned after this
offering. None of the selling security holders has held any position or
office, or had any marital relationship with our officers or directors in
the past three years except as noted below.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Beneficial Ownership Beneficial Ownership
Beneficial Owner Prior to the After the
Offering Number of Offering (1)
--------------------- Shares ---------------------
Number Percent Registered Number Percent
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
MAS Capital Inc. 8,250,000 96.83 8,250,000 0 0
- -----------------------------------------------------------------------------------------------
Stanislav Nikolaevich Gemes 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Sergei Konstantinovich Afon 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Pavel Alexandrovich Sidorkin 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Stepan Alexandrovich Dybov 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Ilona Yanochevna Nerba 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Larisa Nikolaevna Timoshina 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Natalya Petrovna Timoshilova 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Anatoly Ivanovich Kim 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Nina Nikolaevna Kern 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Alexei Dmitrievich Basuk 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Vadim Alexandrovich Yuchno 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Maxim Vladimirovitch Golodnitsky 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Ludmila Viktorovna Sandaluk 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Vladimir Viktorovich Knyshov 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Michael Dmitrievich Nerba 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Irina Vladimirovna Kern 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Sergei Michaelovich Nerba 50,250 * 50,250 0 0
- -----------------------------------------------------------------------------------------------
Vitaly Alexandrovich Boyarkin 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Victoria Vitalyevna Boyarkina 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Natalya Alexandrovna Boyarkina 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Evgeni Nikolaevich Kern 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Elena Viktorovna Dobrynina 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Alexander Nilolaevich Dobrynin 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Denis Michaelovich Nevzorov 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Tatyana Alexandrovna Nevzorova 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Michael Nikolaevich Nevzorov 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Olga Nikolaevna Nerba 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Tatyana Tichonovna Rumina 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Nikolai Petrovich Rumin 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Vladimir Yrevich Dobrov 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Natalya Vladimirovna Prishkolnik 250 * 250 0 0
- -----------------------------------------------------------------------------------------------
Charles S. Roberson 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
David E. Carra 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
April K. Carlisle 50,100 * 50,100 0 0
- -----------------------------------------------------------------------------------------------
Rich Hemmer 50,100 * 50,100 0 0
- -----------------------------------------------------------------------------------------------
Stephen Lee 50,100 * 50,100 0 0
- -----------------------------------------------------------------------------------------------
Susan Elizabeth Cormell 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Julie Caroline Avery 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Pamela Avery 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Robert George William Avery 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Roger Thomas Sant 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Victor Charles Bowmer 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Robert Charles Bowmer 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Barbara Jean Ellson 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
John Peter Debney 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Emma Weight 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jean Weight 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Guevara Diaz 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
David Guevara Diaz 50,100 * 50,100 0 0
- -----------------------------------------------------------------------------------------------
Mevert Aurelio Serrano Selazco 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Pablo Hernandez Gallon 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Juan Dario Hernandez Cano 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Mario J. Lemoine Iragorri 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Frank Enrique Ladera Ladera 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Felipe Enrique Betancourt Garcia 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Fernandez Quintero Reinaldo Alberto 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Mena Matute Mayerling Daliath 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Guevara Diaz Monica 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Carlos Jesus Guevara Diaz 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Eduardo Jose Banco 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Loreto Gutierrez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Alexander Luis Barretto 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Leonardo Pedrin Vargas 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jeans Carlos Herrera 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
David Curbenos Garcia 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Pedro Pablo Gutierrez Moreno 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Julio Cesar Rodriguez Revette 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Neil Alberto Alcala Bello 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Victor Jose Monillo 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Angel Jose Oneca 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Leonel Antonio Borreso Herrera 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Carlos Alberto Armas 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Hector Jose Alvarez Mejias 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Vegas 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Daisy Oviedo De Lara 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Mitzy Capriles De Ledezma 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Rosalia Romero 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jesus Amoyo Gomez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Amadeo Leyba 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Mercedes Vargas 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Daniela Schadendorf De Esparis 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Leonardo Velazquez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Susana Prada De Allulli 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jose Pimentel Latvaa 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Esdgan Mujica 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jose Feliz Oletta 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Dulce Delgado 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Maria Cristina Parra 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Nelson Jose Lara 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Nancy Montero 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Luis Enrique Oberto 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Mariztza Matiozzi 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jorge Carvajal Morales 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Fernando Pereira 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Wilmer Jose De Abrev Vazquez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jacqueline Carrasco Gamez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Iraida De La Corteza Carrasco De John 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Victor Jovanny Suarez Valdes Pino 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Abranham Giraud L. 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Pablo Rafael Barretto 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jhonny Emiliano Diaz Pacheco 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jorge A. Briones Torrealba 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Omar Antonio Morales Mancano 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Williams Montes 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Pedro Pacheco 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Manuel Antonio Gonzalez Gonzalez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Rafael Chenubini Ocando 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Pedro Miguel Cardozo Azuaje 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jose Luis Ferreira 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Brieda Aular Perez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Henry Rossenschein 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Ernesto Fernandez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Dumas Roberto Gomez Gonzalez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Guillermo Paredes 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jose Dominguez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Hugo Cesar Bastidas 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Richard Tovar 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Feliz Morales Marcano 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Mario Olivares Marcano 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
George Dao Dao 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Alejandro Andres H. 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Francis Carolina Maldonado Gonzalez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Leonardo George Bastardo 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Elba Elena Diaz Acero 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Roberto Carlos Diaz 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Silio Antonio Manzanero Lariva 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Eduardo Jose Crespo 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Josueismael Gomez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Eduardo Palomar Lopez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Miguel Enrique Ravelo Vouteris 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Ibain Gregorio Lopez Artiaga 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Gabriel Antonio Caraballo Soto 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Edgar Jose Maldonado Garcia 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Maria Particia Pichardo 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Rafael Angel Chavez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Eric David Domingo Azaujo 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Maikel Lopez Lopez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Gustavo Heiten Aguylar 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Carlos Alfredo Ferreira Moron 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Maria Josefa Cheda Saavedra 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Hermogenes Francisco Gil Suarez 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
William Rommel Montes Rojas 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Miguel Antonio Flores Vargas 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Ruben Silva Boico 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Ersel Susar 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Jeriah D. Civlei 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
John Tsai 350 * 350 0 0
- -----------------------------------------------------------------------------------------------
Guillermo Guevara 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Elizabeth Hudson 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Graham Bowmer 100 * 100 0 0
- -----------------------------------------------------------------------------------------------
Total 8,519,900 100 8,519,900 0 0
- -----------------------------------------------------------------------------------------------
</TABLE>
* Less than 1%.
(1) Assuming all shares registered are sold.
Following selling securityholders have served as Directors of the
Company in the past: Charles S. Roberson, David E. Carra, April K.
Carlisle, Rich Hemmer, Stephen Lee, Ersel Susar, Jeriah D. Civlei,
John Tsai, Guillermo Guevara and Elizabeth Hudson.
<PAGE>
LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
LEGAL MATTERS
Charlotte M. Liebig, Attorney-At-Law has acted as our counsel in
connection with this offering, including the validity of the issuance of the
shares offered under this prospectus.
EXPERTS
The financial statements of MAS Acquisition XXVI Corp. at December 31,
1999 and 1998 appearing in this Prospectus and Registration Statement have been
audited by Stark Tinter & Associates, LLC, independent auditors, as stated in
their respective reports appearing elsewhere herein, and are included in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation
and there are no disagreements with the findings of said
accountants.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS
This prospectus includes "forward-looking statements". All statements
other than statements of historical fact included in this prospectus regarding
our financial position, business strategy, plans and objectives of our
management for future operations and capital expenditures, are forward-looking
statements. Although we believe that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements are based are reasonable, we can give no assurance that such
expectations will prove to have been correct.
Additional statements concerning important factors that could cause
actual results to differ materially from our expectations ("Cautionary
Statements") are disclosed in the "Risk Factors" section and elsewhere in
this prospectus. All written and oral forward-looking statements attributable
to us or persons acting on our behalf subsequent to the date of this
prospectus are expressly qualified in their entirety by the Cautionary
Statements.
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS
Page
<S> <C>
Report of Independent Auditors F-1
Balance Sheet as of December 31, 1999 F-2
Statements of Operations, For the
Years Ended December 31, 1998 and 1999 and
the Period From Inception (January 6, 1997)
to December 31, 1999 F-3
Statement of Changes in Stockholders' Equity
For the Period From (Inception) January 6,
1997, through December 31, 1999 F-4
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 F-5
Notes to Financial Statements as of
December 31, 1999 F-6
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
MAS Acquisition XXVI Corp.
We have audited the accompanying balance sheet of MAS Acquisition XXVI
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 XXVI 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 XXVI Corp.
(A Development Stage Company)
Balance Sheet
As of December 31, 1999
<TABLE>
<CAPTION>
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 XXVI 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 XXVI 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 XXVI 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 XXVI 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 XXVI 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>
PART II
Information Not Required in Prospectus
Item 24. Indemnification of Officers and Directors.
The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Indiana,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he/she is or was a director or officer of the
Company, or served any other enterprise as director, officer or
employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party
to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of the Company.
<PAGE>
Item 25. Other Expenses of Issuance and Distribution.
SEC Filing Fee $22.49
Printing and Engraving Expenses 1,000.00
Legal Fees and Expenses 1,000.00
Accounting Fees and Expenses 1,000.00
Miscellaneous Expenses 500.00
--------
TOTAL $3,522.49
=========
All expenses other than the S.E.C. fee are estimated.
Item 26. Recent Sales of Unregistered Securities.
On January 6, 1997, the Company issued 8,500,000 shares of
Common Stock to Aaron Tsai, President of the Company, for $90,
which was below the par value at $.001 per common share. The
Company relied on exemption provided by Section 4(2) of the Securities
Act of 1933, as amended, for the issuance of 8,500,000 shares of
Common Stock to Aaron Tsai. On January 6, 1997, the Company issued
500 shares of Common Stock and on September 30, 1998 the Company issued
750 shares of Common Stock to former directors of the Company as
compensation for their services valued at $1 and $1, respectively.
On October 1, 1999, the Company issued 100 shares of Common Stock to
an individual as compensation for his service valued at $0. The
Company relied on exemption provided by Section 4(2) of the Securities
Act of 1933, as amended, for the issuance of 500 shares and 750 shares
of Common Stock to the former directors of the Company and 100 shares
of Common Stock to an individual. All of these shares are "restricted"
shares as defined in Rule 144 under the Securities Act of 1933, as
amended (the "Act"). These shares may not be offered for public sale
except under Rule 144, or otherwise, pursuant to the Act.
On January 6, 1997, Aaron Tsai gifted 50,000 shares of Common
Stock each to three former directors of the Company for a total of
150,000 shares of Common Stock. Aaron Tsai relied on exemption
provided by Section 4(2) of the Securities Act of 1933, as amended,
for the transfer of the 150,000 shares. On January 6, 1997 and on
January 31, 1998, Aaron Tsai gifted 50,000 shares of Common Stock
each to two non-U.S. persons for a total of 100,000 shares of Common
Stock as gift. Aaron Tsai relied on exemption provided by Regulation S
of the Securities Act of 1933, as amended, for the transfer of 100,000
shares of Common Stock to these two non-U.S. persons. All of these shares
are "restricted" shares as defined in Rule 144 under the Securities Act
of 1933, as amended (the "Act"). These shares may not be offered for
public sale except under Rule 144, or otherwise, pursuant to the Act.
All of the investors except one, who received securities issued in
reliance on Section 4(2), are accredited investors. The Company have made
available to them all corporate documents.
On March 31, 1997, the Company completed a distribution of 7,750
shares of Common Stock to 31 non-U.S. persons as gift. On September 30,
1998 the Company completed a distribution of 10,800 shares of Common
Stock to 108 non-U.S. persons as gift. The Company relied on exemption
provided by Regulation S of the Securities Act of 1933, as amended, for
the issuance of 7,750 shares and 10,800 shares of Common Stock to these
non-U.S. persons. All of these shares are "restricted" shares as defined
by Regulation S under the Securities Act of 1933, as amended (the "Act").
Most of these shares may not be offered for public sale except under
Regulation S, Rule 144, or otherwise, pursuant to the Act.
Of the 8,519,900 shares of the Company's Common Stock outstanding,
8,508,250 shares are eligible for sale in the public market, subject
in the case of most of such shares to comply with the volume
limitations of Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act").
In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a one year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
Regulation S provides generally that any offer or sale that
occurs outside of the United States is exempt from the registration
requirements of the Securities Act of 1933, provided that certain
conditions are met. Regulation S has two safe harbors. One safe
harbor applies to offers and sales by issuers, securities
professionals involved in the distribution process pursuant to
contract, their respective affiliates, and persons acting on
behalf of any of the foregoing (the "issuer safe harbor"), and
the other applies to resales by persons other than the issuer,
securities professionals involved in the distribution process
pursuant to contract, their respective affiliates (except certain
officers and directors), and persons acting on behalf of any
of the forgoing (the "resale safe harbor"). An offer, sale or
resale of securities that satisfied all conditions of the
applicable safe harbor is deemed to be outside the United States
as required by Regulation S. The distribution compliance period
for shares sold in reliance on Regulation S is two years.
The Company has complied with the requirements of Regulation S
by having no directed selling efforts made in the United States,
ensuring that each persons is a non-U.S. person with address
in a foreign country and having each persons made representation to
the Company certifying that he or she is not a U.S. person and is not
acquiring the Securities for the account or benefit of a U.S.
person other than persons who purchased Securities in transactions
exempt from the registration requirements of the Securities Act;
and also agrees only to sell the Securities in accordance with the
registration provisions of the Securities Act or an exemption
therefrom, or in accordance with the provisions of the Regulation.
Three individuals who assisted the company in the gifting of
shares in reliance on Regulation S are David Guevara, Sergey Nerba and
Robert Bowmer. The criteria for the selection of the giftees are that
they need to be non-U.S. persons and willing to certify that they are
non-U.S. persons and agree only to sell the securities in accordance
with the registration provisions of the Securities Act or an exemption
therefrom, or in accordance with the provisions of the Regulation.
David Guevara, Sergey Nerba and Robert Bowmer assisted the company
in gifting shares to non-U.S. persons in Venezuela, Russia and U.K.,
respectively. None of them received compensation for the gifting of shares.
They are also giftees of shares of the company.
The Company has obligations to ensure that any state laws are not
violated through the sale and resale of its securities. Aaron Tsai,
President of the Company, understood and agreed that the securities of
the Company originally issued to him, currently held by MAS Capital Inc.
are unregistered and restricted securities and may not be sold,
transferred or otherwise disposed of unless registered or qualified
under applicable state securities laws or an exemption therefrom is
available.
In a letter dated January 21, 2000, to Mr. Ken Worm, Assistant Director
of OTC Compliance Unit of NASD Regulation, Inc., Mr. Richard K. Wulff, Chief
of Office of Small Business Policy of the SEC indicated that under various
circumstances described in the letter, Rule 144 and Section 4(1) exemptions
are not available to the issuers, affiliates and transferees.
<PAGE>
EXHIBITS:
Number Description
- ---------------------------------------------------------------------
3.0 Articles of Incorporation (*)
3.1 By-laws (*)
5.1 Opinion Regarding Legality
23.1 Consent of Counsel
23.2 Consent of Start Tinter & Associates, LLC
27.1 Financial Data Schedule
(*) Incorporated by reference to exhibits of the Company's Registration
Statement on Form 10-SB filed on January 18, 2000.
<PAGE>
Item 28. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(i) To include any Prospectus required by Section l0(a)(3) of the Securities
Act of l933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement,
including (but not limited to) any addition or deletion of a managing
underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of l933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(6) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Evansville, State of Indiana.
MAS Acquisition XXVI CORP.
Date: April 8, 2000 By: /s/ Aaron Tsai
__________________________________
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities
and on the dates stated.
/s/ Aaron Tsai Date: April 8, 2000
- ----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
<PAGE>
EXHIBIT 5.1
OPINION REGARDING LEGALITY
1. MAS Acquisition XXVI Corp. is a corporation validly existing and in good
standing under the laws of the State of Indiana, and has full corporate power
to own and hold its respective properties and carry on its respective business
as now conducted.
2. This opinion is given in connection with the registration with the Securities
and Exchange Commission (SEC) of the eight million, five hundred nineteen
thousand, nine hundred (8,519,900) shares of common stock of the corporation
for the proposed resale by the corporation's existing shareholders.
3. The authorized capital stock of MAS Acquisition XXVI Corp. consists of
eighty million (80,000,000) shares of common stock having a par value of $.001
per share, and twenty million (20,000,000) shares of preferred stock having a
par value of $.001 per share.
4. There are eight million, five hundred nineteen thousand, nine hundred
(8,519,900) common shares are currently issued and outstanding. There are no
preferred shares currently issued and outstanding. All of the outstanding
shares of the MAS Acquisition XXVI Corp. common stock are duly authorized,
validly issed, and fully paid and non-assessable. There are no outstanding
subscriptions, options, warrants, calls, rights, convertible securities or
other agreements or commitments of any character relating to the capital
stock of MAS Acquisition XXVI Corp. MAS Acquisition XXVI Corp. does not hold,
directly or indirectly, any outstanding, equitable, legal or beneficial
interests in any corporation or other entity.
5. There are no know legal, administrative, arbitration or other proceedings
or governmental investigations against MAS Acquisition XXVI Corp. which, if
resolved unfavorably, would have a material adverse effect on MAS
Acquisition XXVI Corp.
EXHIBIT 23.1
COSENT OF COUNSEL
The undersigned consents to the use of this letter in the corporation's
Form SB-2 Registration Statement of MAS Acquisition XXVI Corp. common shares.
Date: 4/3/00
-------
/s/ Charlotte M. Liebig
- -----------------------
Charlotte M. Liebig
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form SB-2 of our
report dated January 5, 2000 relating to the financial statements of MAS
Acquisition XXVI Corp. as of December 31, 1999.
/s/ Stark Tinter & Associates, LLC
Stark Tinter & Associates, LLC
Certified Public Accountants
April 13, 2000
Denver, Colorado
[LEGEND]
This schedule contains summary financial information extracted from the
Balance Sheet at December 31, 1999 (unaudited) and the Statement of
Operations for the three months ended December 31, 1999 (unaudited) and
is qualified in its entirety by reference to such financial statements.
[/LEGEND]
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] DEC-31-1999
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 36
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 36
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 36
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 36
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] (18)
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (18)
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (18)
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
