U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2000
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______________ to ________________
Commission file no.: 0-29197
United Service Attendants, Inc.
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(Name of small business issuer in its charter)
Florida 65-0950421
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4718 Lillian Avenue
Palm Beach Gardens, FL 33418
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (561) 694-9321
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange
on which registered
None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value
(Title of class)
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Copies of Communications Sent to:
Donald F. Mintmire, Esq.
Mintmire & Associates
265 Sunrise Avenue, Suite 204,
Palm Beach, FL 33480
Tel: (561) 832-5696 Fax: (561) 659-5371
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $0.00.
Of the 5,650,000 shares of voting stock of the registrant issued and
outstanding as of December 15, 2000, 1,000,000 shares are held by
non-affiliates. Because of the absence of an established trading market for the
voting stock, the registrant is unable to calculate the aggregate market value
of the voting stock held by non-affiliates as of a specified date within the
past 60 days.
<PAGE>
SUMMARY TABLE OF CONTENTS
PART I
Item 1. Description of Business.
Item 2. Description of Property.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Item 7. Financial Statements.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
Item 10. Executive Compensation.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Item 12. Certain Relationships and Related Transactions.
Item 13. Exhibits, List and Reports on Form 8-K.
<PAGE>
PART I
Item 1. Description of Business
Business Development
United Service Attendants, Inc. (the Company) was organized on May 11,
1994, under the laws of the State of Florida, having the stated purpose of
engaging in any lawful activities. The Company was formed with the contemplated
purpose of providing personal service attendants at airports. The Company failed
in its attempt to implement its initial business plan and during December 1994
abandoned its efforts. The Company had no operations for the period to December
1994. The Company was inactive and there were no transactions from December 1994
to the date of reinstatement by the State of Florida on October 13, 1999 that
affect the balances reflected in the financial statements as of September 30,
2000.
The Company adopted a new business plan on or about November 1, 1999,
which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
The Company never engaged in an active trade or business throughout the
period from 1995 until just recently. On May 11, 1994, the Company issued its
Common Stock as founders shares (in lieu of cash) for the fair market value of
services rendered by its initial stockholders to four (4) Florida residents, the
total number of shares issued being 930 shares. On November 10, 1999, the
Company effected a forward stock split at the rate of 5,000 shares for each one
(1) share, increasing issued and outstanding stock to 4,650,000. On December 29,
1999, the Company sold a total of 1,000,000 shares of Common Stock for the total
sum of $10,000 to each of the four investors at $2500 each. The $6,000.00 in
professional fees includes the costs and expenses of legal and accounting
services associated with the preparation and filing of the registration
statement.
At December 15, 2000 the Company had authorized 50,000,000 shares of
$0.0001 par value common stock and had 5,650,000 shares of common stock issued
and outstanding. In addition the Company authorized 10,000,000 shares of
preferred stock with the specific terms, conditions, limitations, and
preferences to be determined by the Board of Directors. None of the preferred
stock was issued and outstanding as of December 15, 2000.
The Company has begun to consider and investigate potential business
opportunities. The Company is considered a development stage company and, due to
its status as a "shell" corporation, its principal business purpose is to locate
and consummate a merger or acquisition with a private entity. Because of the
Company's current status of having limited assets and no recent operating
history, in the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there will be a probable
change in control of the Company.
On November 10, 1999, the Company also determined it should become
active in seeking potential operating businesses and business opportunities with
the intent to acquire or merge with such businesses.
<PAGE>
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 4718 Lillian
Avenue, Palm Beach Gardens, FL 33418 and its telephone number is (561) 694-9321.
Business of Issuer
The Company has no recent operating history and no representation is
made, nor is any intended, that the Company will be able to carry on future
business activities successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an operating business,
business opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or business
opportunities. The Company currently has no commitment or arrangement, written
or oral, to participate in any business opportunity and management cannot
predict the nature of any potential business opportunity it may ultimately
consider. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its officer and director, consultants, special
advisors, securities broker-dealers, venture capitalists, member of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's limited capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Company will most likely have to rely on
outside sources, not otherwise associated with the Company, that will accept
their compensation only after the Company has finalized a successful acquisition
or merger. The Company will rely upon the expertise and contacts of such
persons, will use notices in written publications and personal contacts to find
merger and acquisition candidates, the exact number of such contacts dependent
upon the skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship with management. To date, the Company has not engaged nor entered
into any definitive agreements nor understandings regarding retention of any
consultant to assist the Company in its search for business opportunities, nor
is management presently in a position to actively seek or retain any prospective
consultants for these purposes.
The Company does not intend to restrict its search to any specific kind
of industry or business. The Company may investigate and ultimately acquire a
venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement
<PAGE>
would involve the acquisition of, or merger with, an operating business that
does not need additional capital, but which merely desires to establish a public
trading market for its shares. Management believes that the Company could
provide a potential public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically associated with
an initial public offering.
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, (limited solely to working history - See "Item 5. Directors,
Executive Officers, etc.") or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them. Management
may elect to engage outside independent consultants to perform preliminary
analysis of potential business opportunities. However, because of the Company's
limited capital it may not have the necessary funds for a complete and
exhaustive investigation of any particular opportunity. Management will not
devote full time to finding a merger candidate, will continue to engage in
outside unrelated activities, and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.
<PAGE>
Because of the Company's current status and recent inactive status for
the prior two (2) years, and its concomitant lack of assets and relevant
operating history, it is likely that any potential merger or acquisition with
another operating business will require substantial dilution to the Company's
existing shareholders interests. There will probably be a change in control of
the Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and the corresponding
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises.
Management may actively negotiate or otherwise consent to the purchase
of any portion of their common stock as a condition to, or in connection with, a
proposed merger or acquisition. In such an event, existing shareholders may not
be afforded an opportunity to approve or consent to any particular stock buy-out
transaction. However the terms of the sale of shares held by present management
of the Company will be extended equally to all other current shareholders.
Management does not have any plans to borrow funds to compensate any
persons, in conjunction with its efforts to find and acquire or merge with
another business opportunity. Management does not have any plans to borrow funds
to pay compensation to any prospective business opportunity, or shareholders,
management, creditors, or other potential parties to the acquisition or merger.
In either case, it is unlikely that the Company would be able to borrow
significant funds for such purposes from any conventional lending sources. In
all probability, a public sale of the Company's securities would also be
unfeasible, and management does not contemplate any form of new public offering
at this time. In the event that the Company does need to raise capital, it would
most likely have to rely on the private sale of its securities. Such a private
sale would be limited to persons exempt under the Commissions's Regulation D or
other rule, or provision for exemption, if any applies. However, no private
sales are contemplated by the Company's management at this time. If a private
sale of the Company's securities is deemed appropriate in the future, management
will endeavor to acquire funds on the best terms available to the Company.
However, there can be no assurance that the Company will be able to obtain
funding when and if needed, or that such funding, if available, can be obtained
on terms reasonable or acceptable to the Company. The Company does not
anticipate using Regulation S promulgated under the Securities Act of 1933 to
raise any funds any time within the next year, subject only to its potential
applicability after consummation of a merger or acquisition.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed upon at
that time. A finder's fee would only be payable upon completion of the proposed
acquisition or merger in the normal case, and management does not contemplate
any other arrangement at this time. Current management has not in the past used
any particular consultants, advisors or finders. Current management does not
contemplate hiring any particular consultant, advisor or finder used by
management in the past. Management has not actively undertaken a search for, nor
retention of, any finder's fee arrangement with any person. It is possible that
a potential merger or acquisition candidate would have its own finder's fee
arrangement, or other similar business brokerage or investment banking
arrangement, whereupon
<PAGE>
the terms may be governed by a pre-existing contract; in such case, the Company
may be limited in its ability to affect the terms of compensation, but most
likely the terms would be disclosed and subject to approval pursuant to
submission of the proposed transaction to a vote of the Company's shareholders.
Management cannot predict any other terms of a finder's fee arrangement at this
time. It would be unlikely that a finder's fee payable to an affiliate of the
Company would be proposed because of the potential conflict of interest issues.
If such a fee arrangement was proposed, independent management and directors
would negotiate the best terms available to the Company so as not to compromise
the fiduciary duties of the affiliate in the proposed transaction, and the
Company would require that the proposed arrangement would be submitted to the
shareholders for prior ratification in an appropriate manner.
Management does not contemplate that the Company would acquire or merge
with a business entity in which any officer or director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. The Company's management has not had any contact,
discussions, or other understandings regarding any particular business
opportunity at this time, regardless of any potential conflict of interest
issues. Accordingly, the potential conflict of interest is merely a remote
theoretical possibility at this time.
Possible Blank Check Company Status
While the Company may be deemed a "shell" company at this time, it does
not constitute a "blank check" company under pertinent securities law standards.
Accordingly, the Company is not subject to securities regulations imposed upon
companies deemed to be "blank check companies." If the Company were to file a
registration statement under Securities Act of 1933 and, at such time, priced
its shares at less than $5.00 per share and continued to have no specific
business plan, it would then be classified as a blank check company.
If in the future the Company were to become a blank check company,
adverse consequences could attach to the Company. Such consequences can 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, including so-called
"lock-up" agreements pending consummation of a merger or acquisition that would
take it out of blank check company status.
Many states (excluding Florida where the Company is incorporated) have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the companies securities
or to undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
described herein. In the event the Company undertakes the filing of a
registration statement under circumstances that classifies it as a blank check
company the provisions of Rule 419 and other applicable provisions will be
complied with.
Rights of Shareholders
The Company amended its Articles of Incorporation on November 9, 1999,
to expressly provide that the Board of Directors is authorized to enter into on
behalf of the corporation and to
<PAGE>
bind the corporation without shareholder approval, any and all acts approving
the terms and conditions of a merger and/or a share exchange, and shareholders
affected thereby, shall not be entitled to dissenters rights with respect
thereto under any applicable statutory dissenters rights provision. This
provision expressly eliminates shareholder participation in the merger and/or
share exchange contemplated by the Company and expressly eliminates any
shareholders dissenters rights.
Competition
Because the Company has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees and has
no plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges with
an operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using at no cost to the Company, as its
principal place of business offices of its current management, William W.
Wilson, located in Palm Beach Gardens, Florida. Although the Company has no
written agreement and pays no rent for the use of this facility, it is
contemplated that at such future time as an acquisition or merger transaction
may be completed, the Company will secure commercial office space from which it
will conduct its business. Until such an acquisition or merger, the Company
lacks any basis for determining the kinds of office space or other facilities
necessary for its future business. The Company has no current plans to secure
such commercial office space. It is also possible that a merger or acquisition
candidate would have adequate existing facilities upon completion of such a
transaction, and the Company's principal offices may be transferred to such
existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to Part II, Item 7.
"Financial Statements" of this Form 10-KSB for a report of the Company's
operating history for the past two fiscal years.
Item 2. Description of Property
The information required by this Item 2 is not applicable to this Form
10-KSB due to the fact that the Company does not own or control any material
property. There are no preliminary agreements or understandings with respect to
office facilities in the future.
<PAGE>
Item 3. Legal Proceedings
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened. The Company was inactive from 1995 through the date of this
Form 10-KSB.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of the fiscal year
ended September 30, 2000, covered by this report to a vote of the Company's
shareholders, through the solicitation of proxies or otherwise.
Part II
Item 5. Market For Common Equity and Other Shareholder Matters.
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company intends to make application to the
NASD for the Company's shares to be quoted on the OTC Bulletin Board. The
Company's application to the NASD will consist of current corporate information,
financial statements and other documents as required by Rule 15c211 of the
Securities Exchange Act of 1934, as amended. Inclusion on the OTC Bulletin Board
permits price quotation for the Company's shares to be published by such
service.
The Company is not aware of any existing trading market for its common
stock. The Company's common stock has never traded in a public market. There are
no plans, proposals, arrangements or understandings with any person(s) with
regard to the development of a trading market in any of the Company's
securities.
If and when the Company's common stock is traded in the
over-the-counter market, most likely the shares will be subject to the
provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the Exchange Act"), commonly referred to as the "penny stock"
rule. Section 15(g) sets forth certain requirements for transactions in penny
stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be a
penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible assets; or exempted from the definition by
the Commission. If the Company's shares are deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker- dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with their
spouse.
<PAGE>
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of December 15, 2000, there were 4 holders of record of the
Company's common stock.
As of the date hereof, the Company has issued and outstanding 5,650,000
shares of common stock. Of this total, 4,650,000 post-split shares were
originally issued in transactions more than three (3) years ago, 1,000,000
shares are restricted under Rule 144, 3,750,000 shares are held by an affiliate
and are restricted under Rule 144, and 900,000 shares may be sold or otherwise
transferred without restriction pursuant to the terms of rule 144 ("Rule 144")
of the Securities Act of 1933, as amended (the "Act").
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.
Public Quotation of Stock
The Company has not as of this date, but intends to request in the
immediate future a broker- dealer, to act as a market maker for the Company's
securities. Thus far, the Company has not requested any market maker to submit
the Company's Form 10-SB to the National Association of Securities Dealers and
to serve as a market maker for the Company's Common Stock. The Company
anticipates that other market makers may be requested to participate at a later
date. The Company will not use consultants to obtain market makers. There have
been no preliminary discussions between the Company, or anyone acting on its
behalf, and any market maker regarding the future trading market for the
Company. It is anticipated that the market maker will be contacted prior to an
acquisition or merger and only by management of the Company.
Transfer Agent
The Company is serving as its own transfer agent until it becomes
eligible for quotation with NASD.
Item 6. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since approximately 1996.
The costs and expenses associated with the
<PAGE>
preparation and filing of this registration statement and other operations of
the Company have been paid for by a shareholder, specifically William W. Wilson
(see Item 4, Security Ownership of Certain Beneficial Owners and Management -
William W. Wilson is the controlling shareholder). Mr. Wilson has agreed to pay
future costs associated with filing future reports under Exchange Act of 1934 if
the Company is unable to do so. It is anticipated that the Company will require
only nominal capital to maintain the corporate viability of the Company and any
additional needed funds will most likely be provided by the Company's existing
shareholders or its sole officer and director in the immediate future. Current
shareholders have not agreed upon the terms and conditions of future financing
and such undertaking will be subject to future negotiations, except for the
express commitment of Mr. Wilson to fund required 34 Act filings. Repayment of
any such funding will also be subject to such negotiations. However, unless the
Company is able to facilitate an acquisition of or merger with an operating
business or is able to obtain significant outside financing, there is
substantial doubt about its ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans currently provide for experts to secure a successful
acquisition or merger partner so that it will be able to continue as a going
concern. In the event such efforts are unsuccessful, contingent plans have been
arranged to provide that the current Director of the Company is to fund required
future filings under the 34 Act, and existing shareholders have expressed an
interest in additional funding if necessary to continue the Company as a going
concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to raise
additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital. In the event the Company does need to raise capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it
<PAGE>
will be able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 7. Financial Statements
The Company's financial statements for the years ended September 30,
2000 have been examined to the extent indicated in their reports by Dorra, Shaw,
& Dugan, independent certified accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to Regulation S-B as
promulgated by the Securities and Exchange Commission and are included herein,
on Page F-1 hereof in response to Part II, Item 7. "Financial Statements" of
this Form 10-KSB.
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UNITED SERVICE ATTENDANTS, INC.
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
During the Development Stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
<PAGE>
Dorra Shaw & Dugan
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
United Service Attendants, Inc.
Palm Beach, Florida
We have audited the accompanying balance sheet of United Service Attendants,
Inc. (a Florida corporation and a development stage company) as of September 30,
2000, and the related statements of operations, deficit accumulated during the
development stage, cash flows and changes in stockholders' equity for the year
then ended. 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 United Service Attendants, Inc.
as of September 30, 2000 and the results of its operations and its cash flows
and changes in stockholders' equity for the year then ended 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 shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Dorra Shaw & Dugan
Certified Public Accountants
December 27, 2000
270 South County Road * Palm Beach, FL 33480
Telephone (561) 822-9955 * Fax (561) 822-9955
Website: dsd-cpa.com
F-1
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<TABLE>
<CAPTION>
UNITED SERVICE ATTENDANTS, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 2000
------------------------------------------------------------- ----------------
<S> <C>
ASSETS
Current Assets:
Cash $ 4,850
--- ---------------------------------------------------------- ---------------
TOTAL CURRENT ASSETS 4,850
-------------------------------------------------------------- ---------------
$ 4,850
--- ---------------------------------------------------------- ---------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 1,500
--- ---------------------------------------------------------- ---------------
TOTAL CURRENT LIABILITIES 1,500
-------------------------------------------------------------- ---------------
1,500
--- ---------------------------------------------------------- ---------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
5,650,000 shares issued and outstanding 565
Preferred stock - No par value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 10,365
Deficit accumulated during the development stage (7,580)
--- ---------------------------------------------------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 3,350
-------------------------------------------------------------- ---------------
$ 4,850
--- ---------------------------------------------------------- ---------------
</TABLE>
See Accompanying Notes to Financial Statements
F-2
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<TABLE>
<CAPTION>
UNITED SERVICE ATTENDANTS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
For the year ended September 30, 2000
------------------------------------------------------------------------------- -----------------
<S> <C>
Revenues $ -
------------------------------------------------------------------------------- -----------------
Operating expenses:
Professional fees 6,500
Taxes and licenses 150
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Total operating expenses 6,650
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Loss before income taxes (6,650)
Income taxes -
------------------------------------------------------------------------------- -----------------
Net loss (6,650)
Deficit accumulated during the development stage - October 1, 1999 (930)
------------------------------------------------------------------------------- -----------------
Deficit accumulated during the development stage - September 30, 2000 $ (7,580)
------------------------------------------------------------------------------- -----------------
Net loss per share $ (0.001)
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</TABLE>
See Accompanying Notes to Financial Statements
F-3
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<TABLE>
<CAPTION>
UNITED SERVICE
ATTENDANTS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--- ----------------------------------------------------------------------------------------------- -------------------
Additional
Number of Preferred Common Paid - In Deficit
Shares Stock Stock Capital Accumulated Total
--- --------------------------------------- ---------- ---------- ---------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
May 11, 1994 - Services 4,650,000 $ - $ 465 $ 465 $ - $ 930
(Date of Inception)
November 14, 1999 - Stock
Split - 5000 to 1
Issuance of common stock:
December 29, 1999 1,000,000 - 100 9,900 - 10,000
Deficit accumulated during
the development stage - - - - (7,580) (7,580)
--- --------------------------------------- ---------- ---------- ---------- ----------- --------------- ----------
Balance - September 30, 2000 5,650,000 $ - $ 565 $ 10,365 $ (7,580) $ 3,350
--- --------------------------------------- ---------- ---------- ---------- ----------- --------------- ----------
</TABLE>
See Accompanying Notes to Financial Statements
F-4
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<TABLE>
<CAPTION>
UNITED SERVICE ATTENDANTS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the year ended September 30, 2000
---------------------------------------------------------------------- ---------------------
<S> <C>
Operating Activities:
Net loss $ (6,650)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Accrued expenses 1,500
---- --- --- --- ----------------------------------------------------- ---------------------
Net cash used by operating activities (5,150)
---------------------------------------------------------------------- ---------------------
Financing activities:
Issuance of common stock 10,000
---- ----------------------------------------------------------------- ---------------------
Net cash provided by financing activities 10,000
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Net increase in cash 4,850
---------------------------------------------------------------------- ---------------------
Cash - September 30, 2000 $ 4,850
---------------------------------------------------------------------- ---------------------
</TABLE>
See Accompanying Notes to Financial Statements
F-5
<PAGE>
UNITED SERVICE ATTENDANTS, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
United Service Attendants, Inc. (a development stage company) is a Florida
Corporation organized to provide service attendants at airports. The Company
failed in its attempt to implement its initial business plan and during December
1994 abandoned its efforts. The Company had no operations for the period prior
to December 1994. The Company was inactive and there were no transactions from
December 1994 to the date of reinstatement by the State of Florida on October
13, 1999 that affect the balances reflected in the financial statements as of
October 1, 1999.
The Company has a new business plan, which was adopted on or about November 1,
1999, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Stockholders' Equity:
On May 11, 1994, the Company issued 930 shares of common stock, in lieu of cash,
for the fair market value of services rendered by its initial stockholders. On
November 14, 1999, the company effected a forward stock split at the rate of
5,000 to 1, increasing issued and outstanding stock to 4,650,000. On December
29, 1999, the company sold a total of 1,000,000 additional shares of common
stock for the sum of $10,000.
The $6,500 in professional fees includes the costs and expenses of legal and
accounting service associated with the preparation and filing of the
registration statement.
F-6
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UNITED SERVICE ATTENDANTS, INC.
NOTES TO FINANCIAL STATEMENTS
Note B - Stockholders' Equity (cont'd):
At September 30, 2000, the Company had authorized 50,000,000 shares of $.0001
par value common stock and had 5,650,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of September 30, 2000.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $6,500 that may be offset
against future taxable income. If not used, the carry forward will expire in
2020.
The amount recorded as deferred tax assets, cumulative as of September 30, 2000
is $1,000, which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through September
30, 2000. It has not established revenues sufficient to cover operating costs
and to allow it to continue as a going concern. Management plans currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going concern. In the event such efforts are
unsuccessful, contingent plans have been arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing shareholders have expressed an interest in additional funding if
necessary to continue the Company as a going concern.
F-7
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Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There has been no change in the Company's independent accountant during
the period commencing with the Company's retention of Dorra, Shaw & Dugan, CPA's
, through the date hereof.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
with Section 16(a) of the Exchange Act.
The director and executive officer of the Company and his respective
age is as follows:
Name Age Position
----------------- --- ----------------------
William W. Wilson 53 Director, President, Secretary and Treasurer
All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director or officer of the Company has, within the past five years,
filed any bankruptcy petition, been convicted in or been the subject of any
pending criminal proceedings, or is any such person the subject or any order,
judgment or decree involving the violation of any state or federal securities
laws.
The business experience of the person listed above during the past five
years is as follows:
Mr. William W. Wilson, age 53, is a graduate of Florida Atlantic
University, Boca Raton, Florida. For the past five (5) years Mr. Wilson has
served as the sole officer and Director of Imperial International Design, Inc.,
consulting for the company on miscellaneous international business matters. Mr.
Wilson is also currently serving as Vice-President and Consultant to Global
Development Advisors, Inc., West Palm Beach, Florida. Global Development
Advisors, Inc., is an investment relations firm specializing in general
corporate investment relations advise for small and medium size corporations.
While employed by Global and Imperial, Mr. Wilson also engaged in other general
management and marketing activities.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (hereinafter referred to as the
"Commission") initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership, of Common Stock and
other equity securities of the Company on Forms 3, 4, and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, Mr. Wilson comprising all of the
Company's executive officers, directors and greater than 10% beneficial owners
of its
<PAGE>
common Stock, have complied with Section 16(a) filing requirements applicable to
them during the Company's most recent fiscal year.
Item 10. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Company has not paid any salaries or other compensation to its officers,
directors or employees for the years ended 1997, 1998 and 1999, nor at any time
during 2000. Further, the Company has not entered into an employment agreement
with any of its officers, directors or any other persons and no such agreements
are anticipated in the immediate future. It is intended that the Company's
director will defer any compensation until such time as an acquisition or merger
can be accomplished and will strive to have the business opportunity provide
their remuneration. As of the date hereof, no person has accrued any
compensation from the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of
the Company as of December 15, 2000, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock, each director of the Company and all directors and officers of the
Company as a group.
Name of Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
William W. Wilson 4,000,000 70.7%
4718 Lillian Avenue
Palm Beach Gardens, FL 33418
All Executive Officers and Directors
as a Group (one person) 4,000,000 70.7%
-------------
Item 12. Certain Relationships and Related Transactions
On May 11, 1994, the Company issued and sold 750 shares of the Common
Stock to Mr. Wilson, the President, Secretary and Treasurer of the Company and
record and beneficial owner of approximately 70.7% of the Company's outstanding
Common Stock, in consideration and exchange therefore for services in connection
with the organization of the Company.
In addition Mr. Wilson has paid for the cost and expenses associated
with the filing of this Form 10-KSB and other operations of the Company.
At the current time, the Company has no provision to issue any
additional securities to management, promoters or their respective affiliates or
associates. At such time as the Board of Directors adopts an employee stock
option or pension plan, any issuance would be in accordance with the terms
thereof and proper approval. Although the Company has a very large amount of
<PAGE>
authorized but unissued Common Stock and Preferred Stock which may be issued
without further shareholder approval or notice, the Company intends to reserve
such stock for the Rule 506 offerings for acquisitions.
During the Company's last two fiscal years, there have not been any
other transactions between the Company and any officer, director, nominee for
election as director, or any shareholder owning greater than five percent (5%)
of the Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
Item 13. Exhibits and Reports on Form 8-K.
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Exhibit Name
------------ -----------------------------
3(i).1 Articles of Incorporation filed May 11, 1994 (1)
3(i).2 Articles of Amendment filed November 9, 1999 (1)
3(ii).1 By-laws (1)
27 * Financial Data Schedule
----------------------------------------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended June 30,
2000.
<PAGE>
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
United Service Attendants, Inc.
(Registrant)
Date: December 29, 2000 BY: /s/ William W. Wilson
-------------------------------
William W. Wilson, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
December 29, 20000 BY: /s/William W. Wilson
--------------------------------- President, Secretary,
William W. Wilson Treasurer, Director
