U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSWAVE CORPORATION
----------------------------
(Name of Small Business Issuer in Its Charter)
DELAWARE 95-4719023
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU CALIFORNIA 90265
-------------------------------------------------------------------
(Address of Principal Executive Offices (ZipCode)
(310) 317-6939
Telephone Number
Securities to be registered under Section 12(b) of the
Exchange Act:
None
Securities to be registered under Section 12(g) of the
Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
------------------------------
(Title of class)
<PAGE>
PART I
Page
Item 1. Description of Business..............................................1
Item 2. Management's Discussion and Analysis or Plan of Operation............2
Item 3. Description of Property..............................................2
Item 4. Security Ownership of Certain Beneficial Owners and Management.......2
Item 5. Directors, Executive Officers, Promoters and Control Persons.........3
Item 6. Executive Compensation...............................................4
Item 7. Certain Relationships and Related Transactions.......................4
Item 8. Description of Securities............................................4
PART II
Item 1. Market Price of and Dividends on the Registrants Common
Equity and Other Shareholder Matters................................5
Item 2. Legal Proceedings....................................................6
Item 3. Changes in and Disagreements with Accountants........................6
Item 4. Recent Sales of Unregistered Securities..............................6
Item 5. Indemnification of Directors and Officers............................6
PART F/S
Financial Statements..........................................................7
PART III
Item 1. Index to Exhibits....................................................8
Item 2. Description of Exhibits..............................................8
Signatures....................................................................9
i
<PAGE>
PART I
Item 1. Description of Business.
TransWave Corporation ("TransWave" or the "Company") was incorporated
in Delaware October 27, 1998. Its goal is to become one of the leading Internet
Service Providers in the US and will be primarily focused on high-bandwidth
commercial Internet users, complex multi-site WAN servicing, and dialup Internet
access. Specializing in reliable high-speed direct connections, TransWave will
seek to provide the best possible Internet solutions, service and support.
TransWave intends to form a strategic alliance with an as of yet
unknown company that will provide seminars and intensive training courses on the
Internet, including WWW design. It will also specialize in computer integration,
network administration, graphic art and web site design.
With TransWaves solid base of technical experience, practical business
sense, and personal integrity, TransWave will provide the highest quality access
Internet in the US. As a full service Provider, its customers will connect via
dial-up analog lines, ISDN service, and leased-lines. It will also offer
business to business connections.
TransWave will differ from other providers in a number of ways,
including: TransWave will guarantee no more than 10 users per modem - to
eliminate busy signals TransWave will not "share" or over-sell its
infrastructure as do some providers. TransWave intends to own and manage all its
own equipment - the customer will never be caught in a circus of the ISP blaming
an outsourcing agency for any connection difficulties the customer may have.
TransWave will not deliver degraded performance to its customers as a
solution to insufficient capital investment. It intends to connect directly at
multi-megabit speeds to the Cable & Wireless and GTE/UUnet Internet Backbones.
TransWave will provide professional business communications. It will operate its
equipment and network 24 hours a day, 7 days a week, 365 days a year. It will
continuously monitor its equipment and communication lines to detect any faults.
TransWave will be committed to bringing the best and latest
technologies to the market at the earliest possible time. And lastly, it will
never take long to get a real human being on the phone for help!
1
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in
conjunction with the financial statements, including the notes thereto,
appearing elsewhere in this Annual Report. For the period since inception
(October 27, 1998) through December 31, 1999, during the Company's development
stage, the Company has a zero cash balance and has generated a net loss of
($1,113).
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need to finance
its activities. To date, the Company currently has funded these cash
requirements by offering and selling its Common Stock, and has issued 1,018,400
shares of Common Stock for net proceeds of $1,018.00.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
Item 3. Description of Property.
The Company's executive and administrative offices are located at 22147
Pacific Coast Highway, Suite 4, Malibu, CA 90265. The Company pays no rent for
use of the office and does not believe that it will require any additional
office space in the foreseeable future in order to carry out its plan of
operations described herein.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of December 31, 1999 certain information
relating to the ownership of the common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 1,018,400(3) 100.0%
PageOne Business Productions, LLC 109,200 10.7%
George Todt 109,200(4) 10.7%
Besty Rowbottom 109,200(4) 10.7%
James Walters 109,200(4) 10.7%
All officers and directors as a group 109,200(4) 10.7%
(3 persons)
2
<PAGE>
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of TransWave Corporation, 22147 Pacific Coast Highway, Suite 4,
Malibu, California 90265.
(2) Unless otherwise indicated, TransWave believes that all persons named in
the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. A person is deemed to be the
beneficial owner of securities which may be acquired by such person within
60 days from the date of this registration statement upon the exercise of
options, warrants or convertible securities. Each beneficial owner's
percentage of ownership is determined by assuming all options, warrants or
convertible securities that are held by such person (but not held by any
other person) and which are exercisable or convertible within 60 days of
this registration statement have been exercised or converted. Percent of
Class (third column above) assumes a base of 1,018,400 shares of common
stock outstanding as of December 31, 1999.
(3) Consists of 909,200 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 109,200 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 109,200 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. Todt,
Mr. Walters and Appletree are managing members and Ms. Rowbottom is Vice
President.
Item 5. Directors, Executive Officers, Promoters and Control persons.
The following table sets forth certain information with respect to the
directors and executive officers of TransWave .
Name Age(1) Position
- ---- --- --------
George Todt 46 Director and Vice President
Betsy Rowbottom 28 President and Secretary
James Walters 47 Treasurer
(1) The ages of Messrs. Todt and Walters and Ms. Rowbottom are listed as of
December 31, 1999.
Our director and executive officers devote such time and attention to
the affairs of TransWave as they believe reasonable and necessary. Set forth
below is a description of the background of our director and executive officers.
3
<PAGE>
George A. Todt has been the sole director and Vice President since the
inception of TransWave and was President until December 1999. Since 1996, Mr.
Todt has been a managing member of PageOne Business Productions, LLC, a Delaware
limited liability company. From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO, Inc., a worldwide designer and builder of environmental
facilities.
Besty Rowbottom has been President of TransWave Since inception
and Secretary since June 1999. She has been employed by PageOne since 1997 and
has served as its Vice President since March 1999. From 1994 to 1997, Ms.
Rowbottom served as a talent agent at HSI Productions, a Chicago, Illinois-based
video production company.
James Walters has been the Treasurer of TransWave since its inception.
For more than 20 years, Mr. Walters has been engaged as a certified public
accountant with the Los Angeles, California-based firm of Kellogg & Andelson.
The board of directors currently consists of one member, who serves in
such capacity for a one-year term or until his successor has been elected and
qualified, subject to earlier resignation, removal or death. The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum number required by applicable law) from time to time by
resolution of the board of directors. Our officers serve at the discretion of
the board of directors, subject to any effective contractual arrangements.
Item 6. Executive Compensation.
Consistent with our present policy, no director or executive officer of
TransWave receives compensation for services rendered to the company. However,
these persons are entitled to be reimbursed for expenses incurred by them in
pursuit of our business objectives.
Item 7. Certain Relationships and Related Transactions.
Not Applicable.
Item 8. Description of Securities.
Common Stock
- ------------
TransWave is authorized to issue 100,000,000 shares of common stock,
par value $0.001 per share. Holders of common stock are entitled to one vote for
each share held of record on all matters on which the holders of common stock
are entitled to vote. There are no redemption or sinking fund provisions
applicable to the common stock. The outstanding shares of common stock are, and
the common stock issuable pursuant to this prospectus will be, when issued,
fully paid and nonassessable.
4
<PAGE>
Preferred Stock
- ---------------
TransWave is authorized to issue 8,000,000 shares of "blank check"
preferred stock, par value $0.001 per share, in one or more series from time to
time with such designations, rights and preferences as may be determined from
time to time by the Board of Directors, including, but not limited to (i) the
designation of such series; (ii) the dividend rate of such series, the
conditions and dates upon which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other class or
classes or series of TransWave's capital stock and whether such dividends shall
be cumulative or non-cumulative; (iii) whether the shares of such series shall
be subject to redemption for cash, property or rights, including securities of
any other corporation, by TransWave or upon the happening of a specified event
and, if made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such redemptions; (iv) the terms
and amount of any sinking fund provided for the purchase or redemption of the
shares of such series (v) whether or not the shares of such series shall be
convertible into, or exchangeable for, at the option of either the holder or
TransWave or upon the happening of a specified event, shares of any other class
or classes or of any other series of the same class of TransWave's capital stock
and, if provision be made for the conversion or exchange, the times or events,
prices, rates, adjustments and other terms and conditions of such conversions or
exchanges; (vi) the restrictions, if any, on the issue or reissue of any
additional preferred stock; (vii) the rights of the holders of the shares of
such series upon the voluntary or involuntary liquidation, dissolution or
winding up of TransWave; and (viii) the provisions as to voting, optional and/or
other special rights and preferences, if any, including, without limitation, the
right to elect one or more directors. Accordingly, the Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which adversely affect the
voting power or other rights of the holders of the common stock. In the event of
issuance, the preferred stock could be utilized, under certain circumstances, as
a way of discouraging, delaying or preventing an acquisition or change in
control of TransWave. TransWave does not currently intend to issue any shares of
its preferred stock.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters.
There is currently no market for TransWave's securities. TransWave has
never paid cash dividends on its common stock. Payment of future dividends will
be within the discretion of TransWave's Board of Directors and will depend on,
among other factors, retained earnings, capital requirements and the operating
and financial condition of TransWave.
5
<PAGE>
Item 2. Legal Proceedings.
TransWave is not currently a party to any pending legal proceedings.
Item 3. Changes in and Disagreements with Accountants.
Not Applicable.
Item 4. Recent Sales of Unregistered Securities.
In October 1998, TransWave issued to each of PageOne and Appletree
9,200 shares of common stock in consideration of services rendered to TransWAve
valued at $18.00 in the aggregate. There was no underwriter or placement agent
involved in the offer or sale of these securities and there was no public
solicitation or advertisement by TransWave in connection with the offer or sale
of these securities. The foregoing issuances of common stock were exempt from
registration under of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof.
In March 1999, TransWave issued 900,000 shares of common stock to
Appletree and 100,000 shares of common stock to Page One. The purchase price for
these shares was $0.001 per share. There was no underwriter or placement agent
involved in the offer or sale of these securities and there was no public
solicitation or advertisement by TransWave in connection with the offer or sale
of these securities. The foregoing issuances of common stock were exempt from
registration under of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof.
Item 5. Indemnification of Directors and Officers.
TransWave's Restated Certificate of Incorporation limits the liability
of its directors to TransWave's corporate stockholders for monetary damages
arising from a breach of fiduciary duty owed to TransWave or TransWave's
stockholders to the fullest extent permitted by the Delaware General Corporation
Law.
TransWave's Restated Certificate of Incorporation and its Bylaws
provide for the indemnification by TransWave of each person (including the
heirs, executors, administrators, or estate of such person) who is or was a
director or officer of TransWave to the fullest extent permitted or authorized
by law, including attorneys' fees. Section 145 of the Delaware General
Corporation Law provides in relevant part that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
6
<PAGE>
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of
TransWave pursuant to the above statutory provisions or otherwise, TransWave has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART F/S
The following financial statements of TransWave Corporation, a development
stage company, are contained on Pages F-1 through F-8:
REPORT OF INDEPENDENT AUDITORS, WEINBERG & COMPANY, P.A., ACCOUNTANTS
DATED APRIL 11, 2000.
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31,
1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD
FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31,
1999
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999.
7
<PAGE>
WEINBERG & COMPANY, P.A.
6100 Glades Road, Suite 314
Boca Raton, FL 33434
(561) 487-5765
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Transwave Corporation
We have audited the accompanying balance sheet of Transwave Corporation (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period from October 27, 1998 (inception) to December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Transwave Corporation (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
October 27, 1998 (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has had accumulated operating losses of $1,369 since inception
and a working capital deficiency of $95. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 11, 2000
F-1
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
TOTAL ASSETS $ -
- ------------
==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to principal stockholder $ 95
------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 1,018,400 issued and outstanding 1,018
Accumulated deficit during development stage (1,113)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (95)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ============
See accompanying notes to financial statements
F-2
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
October 27,
Year Ended 1998
December (Inception) To
31, 1999 December 31, 1999
------------- -----------------
REVENUES $ - $ -
------------- -----------------
EXPENSES
Accounting fees 500 500
Bank charges 95 95
Consulting fees - 18
Legal fees 500 500
------------- -----------------
NET LOSS $ (1,095) $ (1,113)
- -------- ============= =================
Net loss per share - basic and diluted $ (.0015) $ (.0017)
============= ================
Weighted average number of shares
outstanding during the period -
basic and diluted 752,647 640,210
============= =================
See accompanying notes to financial statements
F-3
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM OCTOBER 27, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Accumulated
Deficit
Common Stock During
--------------------- Development
Shares Amount Stage Total
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common stock issued for services 18,400 $ 18 $ - $ 18
Net loss for the year ended December 31, 1998 - - (18) (18)
--------- --------- --------- ---------
Balance, December 31, 1998 18,400 18 (18) -
Common stock issued for cash 1,000,000 1,000 - 1,000
Net loss for the year ended December 31, 1999 - - (1,095) (1,095)
--------- --------- --------- ---------
Balance, December 31, 1999 1,018,400 $ 1,018 $ (1,113) $ (95)
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
October 27,
Year 1998
Ended (Inception)
December to December
31, 1999 31, 1999
-------- ------------
Cash flows from operating activities
Net loss $(1,095) $ (1,113)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services - 18
-------- ------------
Net cash used in operating activities (1,095) (1,095)
-------- ------------
Cash flows from financing activities
Proceeds from issuance of common stock 1,000 1,000
Loan proceeds from principal stockholder 95 95
-------- ------------
Net cash provided by financing activities 1,095 1,095
-------- ------------
Net increase in cash - -
Cash and cash equivalents - Beginning - -
-------- ------------
Cash and cash equivalents - ending $ - $ -
-------- ------------
See accompanying notes to financial statements
F-5
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(A) Organization and Description of Business
---------------------------------------------
Transwave Corporation (a development stage company) (the "Company")
was incorporated in the State of Delaware on October 27, 1998 to
engage in an internet-based business. At December 31, 1999, the
Company had not yet commenced any revenue-generating operations, and
all activity to date relates to the Company's formation, proposed fund
raising, and business plan development.
The Company's ability to commence revenue-generating operations is
contingent upon its ability to implement its business plan and raise
the additional capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination thereof.
(B) Use of Estimates
---------------------
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash Equivalents
------------------------------
For purposes of the cash flow statements, the Company considers all
highly liquid investments with original maturities of three months or
less at time of purchase to be cash equivalents.
(D) Income Taxes
-----------------
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109.
"Accounting for Income Taxes" ("Statement No.109"). Under Statement
No. 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
There was no current or deferred income tax expense or benefits due to
the Company not having any material operations for the year ended
December 31, 1999.
F-6
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------- ------------------------------------------
(E) Loss Per Share
-------------------
Net loss per common share for the year ended December 31, 1999 and for
the period from October 27, 1998 (inception) to December 31, 1999 is
computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128 "Earnings Per
Share". There were no common stock equivalents outstanding at December
31, 1999.
NOTE 2 LOAN PAYABLE TO PRINCIPAL STOCKHOLDER
- ------- -------------------------------------
The loan payable to principal stockholder is a non-interest-bearing
loan payable to PageOne Business Productions, LLC. The amount is due
and payable on demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
- ------- ------------------------
The Company was originally authorized to issue 100,000 shares of
preferred stock at $.01 par value, with such designations,
preferences, limitations and relative rights as may be determined from
time to time by the Board of Directors. It was also originally
authorized to issue 10,000,000 shares of common stock at $.001 par
value. The Company issued 909,200 and 109,200 shares to AppleTree
Investment Company, Ltd. and PageOne Business Productions, LLC,
respectively. No preferred shares were issued as of December 31, 1999.
Management filed a restated certificate of incorporation with the
State of Delaware which increased the number of authorized common
shares to 100,000,000, increased the number of authorized preferred
shares to 8,000,000 and decreased the par value of the preferred
shares to $.001 per share.
The financial statements at December 31, 1999 give effect to common
and preferred stock amounts and par values enumerated in the restated
certificate of incorporation.
F-7
<PAGE>
TRANSWAVE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 4 GOING CONCERN
- ------- -------------
As reflected in the accompanying financial statements, the Company has
had accumulated losses of $1,113 since inception, a working capital
deficiency of $95 and has not generated any revenues since it has not
yet implemented its business plan. The ability of the Company to
continue as a going concern is dependent on the Company's ability to
raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt securities
or may seek a combination with another company already engaged in its
proposed business. Management believes that actions presently being
taken provide the opportunity for the Company to continue as a going
concern.
F-8
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
- ---------- ------------
3.1 Restated Certificate of Incorporation of the Registrant*
3.2 By-Laws of the Registrant*
27 Financial Data Schedule (incorporated herein by reference
to Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1999.
* previously filed
Item 2. Description of Exhibits
See Item 1 above.
8
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
TransWave Corporation
(Registrant)
Amendment No. 1
Date: April 28, 2000 By: /s/ Mary Elizabeth Rowbottom
------------------------------
Mary Elizabeth Rowbottom
President
9