UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2000
Conservation Anglers Mfg., Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30587 23-3030650
--------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11863 Wimbledon Circle, #418, Wellington, FL 33414
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 389-6725
First Philadelphia Capital Corp.
1422 Chestnut Street, Suite 410
Philadelphia, PA 19102
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the registrant occurred on October 30, 2000
pursuant to the terms and conditions of an Acquisition Agreement and
Plan of Merger (the "Agreement") dated September 14, 2000 between
First Philadelphia Capital Corp., a Delaware corporation (the
"Company") and Conservation Anglers Manufacturing, Inc., a Florida
corporation ("CAM"), which provided for the merger of CAM with and
into the Company as the surviving entity, pursuant to a tax-free
reorganization in accordance with Section 354 and 368 of the
Internal Revenue Code of 1986, as amended.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
The Company entered into the Agreement with CAM on September 14,
2000, whereby CAM has merged into the Company and the Company has
changed its name to Conservation Anglers Mfg., Inc. Pursuant to the
terms of the Agreement, each common share of CAM was converted into
4700 common shares of the Company. A total of 1000 shares of common
share of CAM was converted into 4,700,000 restricted common shares
of the Company. In addition the Company has accepted the return of,
and cancelled, 4,700,000 shares of Common Stock of the Company
issued to FS Capital Markets Group Inc.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
As a result of the Agreement, the Company has accepted the
resignation of Michael Tay, the Company's sole Director and
Officer, as of October 30, 2000, and appointed Soloman Lam as
President, Chief Executive Officer, Secretary-Treasurer and Chairman
of the Board of Directors. The letter of resignation of Mr. Tay
from both posts is attached hereto as Exhibit 17.0.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements.
(i) Audited financial statements of Conservation Anglers
Manufacturing, Inc. for the period from inception
(February 7, 2000) to September 30, 2000.
(ii) Unaudited pro-forma financial statements of First
Philadelphia Capital Corp. and Conservation Anglers
Manufacturing, Inc. for the period from inception of
Conservation Anglers Manufacturing, Inc. (February 7,
2000) to September 30, 2000.
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
AUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
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Page(s)
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Independent Auditors' Report 1
Financial Statements:
Statement of Financial Position, as of
September 30, 2000 2
Statement of Operations and Retained Earning
(Deficit) for the Period from February 7, 2000
(Inception) to September 30, 2000 3
Statement of Stockholders' Equity for the Period
from February 7, 2000 (Inception) to
September 30, 2000 4
Statement of Cash Flows for the Period from
February 7, 2000 (Inception) to
September 30, 2000 5
Notes to Financial Statements 6-7
J.P. SPILLANE, Certified Public Accountant
CPA 12788 W. Forest Hill Blvd., Suite 2005
Wellington, FL 33414
American Institute of
Certified Public Accountants Office (561) 790-1488
Fax (561) 790-6830
Florida Institute of
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Directors of
Conservation Anglers Manufacturing, Inc.
(A Development Stage Company)
Wellington, FL 33414
We have audited the accompanying statement of financial position of
Conservation Anglers Manufacturing, Inc. (a development stage company)
as of September 30, 2000, and the related statements of operations
and retained earning (deficit), stockholders' equity, and cash flows
for the period from February 7, 2000 (inception) through September
30, 2000. 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
Conservation Anglers Manufacturing, Inc. (a development stage company)
as of September 30, 2000, and the results of its operations and its
cash flows for period from February 7, 2000 (inception) through
September 30, 2000 in conformity with generally accepted accounting
principles.
/s/ J.P. SPILLANE
January 8, 2001
1
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 2000
ASSETS
CURRENT ASSETS
Cash in bank $ 12,000
OTHER ASSETS
Organization cost 360
Securities deposit 5,000
Patent cost 1,614
Deferred development cost 1,000
--------
Total Other Assets 7,974
--------
TOTAL ASSETS $ 19,974
========
LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES
Due to officers $ 10,170
COMMITMENTS, CONTINGENCIES, AND SUBSEQUENT EVENTS
STOCKHOLDERS EQUITY
Common stock, $1 par value, 1,000
shares authorized, issued, and outstanding 1,000
Paid in capital 12,000
Deficit accumulated during the development
stage earnings (3,196)
--------
Total Stockholders Equity 9,804
--------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 19,974
========
See accompanying notes and accountants' report
2
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND
RETAINED EARNING (DEFICIT)
FOR THE PERIOD FROM FEB. 7, 2000 (INCEPTION) TO SEPT. 30, 2000
REVENUE $ -0-
OPERATING EXPENSES
Automobile expense 399
Travel and entertainment expense 226
Postage expense 265
Telephone expense 1,317
Contract services expense 395
Office expense 594
-------
Total Operating Expenses 3,196
-------
LOSS BEFORE PROVISION FOR INCOME TAXES (3,196)
PROVISION FOR INCOME TAXES -0-
-------
Net Loss (3,196)
RETAINED EARNINGS, February 7, 2000 -0-
-------
RETAINED EARNINGS (DEFICIT), September 30, 2000 $(3,196)
========
See accompanying notes and accountants' report
3
<TABLE>
<CAPTION>
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEB. 7, 2000 (INCEPTION) TO SEPT. 30, 2000
Common Stock
------------------- Total
Numbers of Paid-in Retained Stockholders
Shares Amount Capital Earnings Equity
---------- ------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
Balance,
February 7, 2000 1,000 $ 1,000 $ -0- $ -0- $ 1,000
Capital Contributed 12,000 12,000
Net Loss (3,196) (3,196)
------- ------- ------- ------- -------
Balance,
September 30, 2000 1,000 $ 1,000 $12,000 $(3,196) $ 9,804
======= ======= ======= ======= =======
</TABLE>
See accompanying notes and accountants' report
4
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEB. 7, 2000 (INCEPTION) TO SEPT. 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,196)
Adjustment to reconcile net loss to net cash
provided by operating activities
Capitalized expenses (7,974)
------
Net cash used in operating activities (11,170)
CASH FLOWS FROM INVESTING ACTIVITIES: --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issued 1,000
Capital contributed 12,000
Proceeds from officer loans 10,170
------
Net cash provided by financing activities 23,170
Increase in Cash and Cash Equivalents 12,000
CASH AND CASH EQUIVALENTS, FEBRUARY 7, 2000 --
------
CASH AND CASH EQUIVALENTS, SEPTEMBER 30, 2000 $ 12,000
========
See accompanying notes and accountants' report
5
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Business - The Company is a real estate holding and development
company that develops commercial, industrial, and
residential properties from raw undeveloped land. The
Company was originally organized in Florida on February 7,
2000, as a manufacturing company specializing in the
biodegradable chemical manufacturing industry offering lead-
free solutions to various industrial needs.
Summary of significant accounting policies --
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those amounts.
Cash and Cash Equivalents - For the purposes of reporting the
statement of cash flows, cash and cash equivalents include
highly liquid instruments with maturities of three months or
less at the time of purchase.
Income Taxes - The Company accounts for income taxes under the
Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," (SFAS 109"). Under SFAS 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. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. There were
no current or deferred income tax expense or benefit due to
the fact that the Company did not have any material
operations for the period from February 7, 2000 (inception)
to September 30, 2000.
6
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
Other Assets - Costs incurred in connection with the development
real estate have been deferred and capitalized. In
addition, the Company has capitalized the costs of obtaining
patents. The Company intends to amortize such assets once
operations commence, and revenues are generated.
2. ACQUISITION AGREEMENT AND MERGER PLAN - On September 30, 2000,
the Company entered into a stock exchange agreement with
First Philadelphia Capital Corporation (FPCC). Pursuant to
the terms of the agreement, 1,000 shares of common stock of
the Company will convert into 4,700,000 shares of common
stock of FPCC previously owned by F.S. Capital Markets
Group, Inc., who returned and canceled such shares. As a
result of such agreement, the Company merged into FPCC, and
FPCC has changed its name to Conservation Anglers
Manufacturing, Inc. Such business combination was
consummated during November, 2000.
3. DUE TO OFFICER - During the development stage of the Company,
the Chief Executive Officer of the Company has advanced
funds on behalf of the Company. Such advances are
unsecured, non-interest bearing, and due on demand.
4. COMMITMENTS - The Company has entered into a consulting
agreement with F.S. Capital Markets Group, Inc. to provide
business consulting, due diligence, merger assistance,
public offering structuring, and SEC filings. The Company
paid a $5,000 deposit which is reflected in the accompanying
financial statements at September 30, 2000.
5. SUBSEQUENT EVENTS - On December 1, 2000, the Company has agreed
to pay $10,000 to purchase the rights to a feasibility study
for certain parcels of land which it plans on developing in
the future.
In addition, the Company purchased the exclusive licensing
rights to certain patents for $40,000 on October 1, 2000
from its chief executive officer.
The Company also executed certain land contracts totaling
$11,389,600 which it intends to develop in the future. Such
contracts are subject to a feasibility study for a period of
245 days.
7
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
J.P. SPILLANE, Certified Public Accountant
CPA 12788 W. Forest Hill Blvd., Suite 2005
Wellington, FL 33414
American Institute of
Certified Public Accountants Office (561) 790-1488
Fax (561) 790-6830
Florida Institute of
Certified Public Accountants
To the Directors of
Conservation Anglers Manufacturing, Inc.
(A Development Stage Company)
Wellington, FL 33414
The accompanying pro-forma statement of financial position of
Conservation Anglers Manufacturing, Inc. (a development stage
company) as of September 30, 2000, and the related pro-forma
statements of operations and retained earnings (deficit),
stockholders' equity, and cash flows for the period from February
7, 2000 (inception) through September 30, 2000, has not been
audited, reviewed, or compiled by us and, accordingly, we assume no
responsibility for it.
/s/ J.P. SPILLANE
January 10, 2001
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 2000
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash in bank $ 11,500
OTHER ASSETS
Organization cost 360
Securities deposit 5,000
Patent cost 1,614
Deferred development cost 1,000
--------
Total Other Assets 7,974
--------
TOTAL ASSETS $ 19,474
========
LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES
Due to officers $ 10,170
COMMITMENTS, CONTINGENCIES, AND SUBSEQUENT EVENTS
STOCKHOLDERS EQUITY
Common stock, $.0001 par value, 20,000,000
shares authorized, 5,000,000 shares issued
and outstanding 500
Paid in capital 12,299
Deficit accumulated during the development
stage earnings (3,495)
--------
Total Stockholders Equity 9,304
--------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 19,474
========
See accompanying notes and accountants' report
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA STATEMENT OF OPERATIONS AND
RETAINED EARNING (DEFICIT)
FOR THE PERIOD FROM FEB. 7, 2000 (INCEPTION) TO SEPT. 30, 2000
(UNAUDITED)
REVENUE $ -0-
OPERATING EXPENSES
Automobile expense 399
Travel and entertainment expense 226
Postage expense 265
Telephone expense 1,317
Contract services expense 395
Office expense 594
Other 299
-------
Total Operating Expenses 3,495
-------
LOSS BEFORE PROVISION FOR INCOME TAXES (3,495)
PROVISION FOR INCOME TAXES -0-
-------
Net Loss (3,495)
RETAINED EARNINGS, February 7, 2000 -0-
-------
RETAINED EARNINGS (DEFICIT), September 30, 2000 $(3,495)
========
See accompanying notes and accountants' report
<TABLE>
<CAPTION>
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEB. 7, 2000 (INCEPTION) TO SEPT. 30, 2000
(UNAUDITED)
Common Stock
------------------- Total
Numbers of Paid-in Retained Stockholders
Shares Amount Capital Earnings Equity
---------- ------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
Balance,
February 7, 2000 5,000,000 $ 500 $ -0- $ -0- $ 500
Capital Contributed 12,299 12,299
Net Loss (3,495) (3,495)
---------- ------- ------- ------- -------
Balance,
September 30, 2000 5,000,000 $ 500 $12,299 $(3,495) $ 9,304
========== ======= ======= ======= =======
</TABLE>
See accompanying notes and accountants' report
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO-FORMA STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEB. 7, 2000 (INCEPTION) TO SEPT. 30, 2000
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,495)
Adjustment to reconcile net loss to net cash
provided by operating activities
Capitalized expenses (7,675)
------
Net cash used in operating activities (11,170)
CASH FLOWS FROM INVESTING ACTIVITIES: --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issued 500
Capital contributed 12,000
Proceeds from officer loans 10,170
------
Net cash provided by financing activities 22,670
Increase in Cash and Cash Equivalents 11,500
CASH AND CASH EQUIVALENTS, FEBRUARY 7, 2000 --
------
CASH AND CASH EQUIVALENTS, SEPTEMBER 30, 2000 $ 11,500
========
See accompanying notes and accountants' report
CONSERVATION ANGLERS MANUFACTURING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO PRO-FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
1. BASIS OF PRESENTATION - The attached unaudited financial statements
have been presented as if the merger of First Philadelphia
Capital Corporation and Conservation Anglers Manufacturing, Inc.
had occurred on February 7, 2000. The unaudited financial
statement of operations is based on historical results of
operations from February 7, 2000 to September 30, 2000, and is
not necessarily indicative of what the results would have been
had the business merger taken place on February 7, 2000, nor is
it necessarily indicative of future results.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- --------------------------------------
<S> <C>
2.0 Acquisition Agreement and Plan of
Merger*
3.1 Certificate of Merger
17.0 Letter on Director Resignation
99.0 Consulting Agreement
</TABLE>
_____
* Omitted schedules and similar attachments to this exhibit
that are listed and briefly identified will be furnished
supplementally to the Securities and Exchange Commission upon
request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Conservation Anglers Mfg., Inc.
Date: November 1, 2000 By: /s/ Soloman Lam
-------------------------------
Soloman Lam, President, CEO
and Chairman of Board Directors
