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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 0-29247
GLOBAL TELEDATA CORPORATION
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(Name of Small Business Issuer in its Charter)
NEVADA 65-0693103
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
18870 STILL LAKE DRIVE, JUPITER, FLORIDA 33458
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(Address of Principal Executive Offices) (Zip Code)
(561) 741-0410
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(Issuer's Telephone Number)
Securities registered under Section 12(b)
of the Act:
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None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
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(Title of Class)
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 [ ]
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 the 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. $-0-
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State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. No trading market exists and no trading effected.
Based on the closing price of the Common Stock quoted on the Over the Counter
Bulletin Board, as reported on March 31, 2000 ($__________), the aggregate
market value of the 3,674,822 shares of the Common Stock held by the persons
other than officers, directors and persons known to the registrant to be the
beneficial owner (as that term is defined under the rules of the Securities and
Exchange Commission) of more than five percent of the Common Stock on that date.
No trading market exists and no trading effected.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: March 31, 2000: 9,975,354
shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (Check One)
Yes [ ] No [X]
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BUSINESS
ITEM 1. DESCRIPTION OF BUSINESS
Global Teledata Corporation, referred to in this registration statement
as Global, we or us, was incorporated on May 15, 1995 as a Nevada Corporation
under the name Television Networking, Inc. Global was incorporated for the
purpose of entering the video production business. It ceased operations in 1996
and, since that time, has been inactive. In November 1998, in connection with a
merger with another entity that was later rescinded by both parties, Global
amended its articles of incorporation to change its name to Global Teledata
Corporation.
We are authorized to issue 15,000,000 shares of common stock, $0.001
par value, of which 9,975,354 shares were issued and outstanding as of March 31,
2000. We are authorized to issue 10,000,000 shares of preferred stock, $0.001
par value, none of which are issued and outstanding. Each holder of the common
stock shall be entitled to one vote for each share held. The preferred stock may
be divided into series or classes by us upon the approval of a majority vote of
our directors.
We have been in the development stage since our merger with Outlaw
Entertainment and have no operations to date. Other than issuing shares to
shareholders, we have not commenced any operational activities. As such, we can
be defined as a "shell" company, whose sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity. Our directors have
elected to commence implementation of our principal business purpose. Our
offices are located at 18870 Still Lake Drive, Jupiter, Florida 33458.
The proposed business activities described in this report classify us
as a blank check company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies in their
respective jurisdictions. Marine Way, Inc., holds 6,500,000 of our shares. We do
not intend to undertake any other offering of our securities, either debt or
equity, until such time as we have successfully implemented our business plan.
Marine Way has expressed its intention not to sell its shares of common stock
until such time as we have successfully consummated a merger or acquisition and
are no longer classified as a blank check company. In addition, Marine Way has
also expressed its intention not to sell its shares unless the shares are
subsequently registered or if an exemption from registration is available.
COMPETITION
We will remain an insignificant participant among the marketplace of
firms that engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than we. In
view of our limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage to our
competitors.
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EMPLOYEES
We have no full time or part time employees. Mr. Pavsner, our
President, has agreed to allocate a portion of his time to our business
activities, without compensation. We anticipate that our business plan can be
implemented through the efforts of Mr. Pavsner's devoting up to 20 hours per
month to our business affairs. Consequently, conflicts of interest may arise
with respect to the limited time commitment by him.
Mr. Pavsner has been and is currently involved with other blank check
companies, and may, in the future, become involved with other companies who have
a business purpose similar to ours. As a result, additional potential conflicts
of interest may arise in the future. If this type of conflict does arise and an
officer or director is presented with business opportunities under circumstances
where there may be a doubt as to whether the opportunity should belong to us or
to another blank check company he or she is affiliated with, he or she will
disclose the opportunity to all such companies. If a situation arises in which
more than one company desires to merge with or acquire that target company has
no preference as to which company will merger or acquire such target company,
the company which first filed a registration statement with the Securities and
Exchange Commission will be entitled to proceed with the proposed transaction.
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RISK FACTORS
NO OPERATING HISTORY, REVENUE AND ASSETS.
We have no operating history or any revenues or earnings from
operations. We have little or no tangible assets or financial resources. We
will, in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss which will
increase continually until we consummate a business combination with a
profitable business opportunity. There is no assurance that we can identify such
a business opportunity and consummate such a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS.
The success of our proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While we intend to seek business combination(s) with
entities having established operating histories, there can be no assurance that
we will be successful in locating candidates meeting these criteria. In the
event the we complete a business combination, our success may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond our control.
STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES.
Transferability of our shares of common stock is limited because a
significant number of states have enacted securities or so-called "blue sky"
laws and regulations restricting or, in many instances, prohibiting, the initial
sale and subsequent resale within that state of securities of "blank check"
companies such us. In addition, many states, while not specifically prohibiting
or restricting "blank check" companies, would not register our securities for
sale or resale in their states. Because of these regulations, we have no current
plan to register any securities with any state. To ensure that any state laws
are not violated through the resales of our securities, we will refuse to
register the transfer of any securities to residents of any state, which
prohibit such resale or if no exemption is available for such resale. It is not
anticipated that a secondary trading market for our securities will develop in
any state until consummation of a business combination.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
We are and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for us.
Nearly all of these entities have significantly greater financial resources,
technical expertise and managerial capabilities than we, and, consequently, we
will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. In addition,
we will also compete
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in seeking merger or acquisition candidates with numerous other small public
companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR
BUSINESS COMBINATION.
We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. There can be no assurance that we will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business within an industry for evaluation by us. There is no assurance we will
be able to negotiate a business combination on favorable terms. We have not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which we would not consider a
business combination in any form with such business opportunity. Accordingly, we
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, Alan Pavsner, our President,
anticipates devoting up to 20 hours per month to the business of our company.
Mr. Pavsner will be the only person responsible in conducting the day to day
operations of the company including searches, evaluations, and negotiations with
potential merger or acquisition candidates. We have not entered into any written
employment agreement with Mr. Pavsner and do not anticipate doing so in the
foreseeable future.
CONFLICTS OF INTEREST - GENERAL.
Mr. Pavsner may in the future participate in business ventures that
could be deemed to compete directly with us. Additional conflicts of interest
and non-arms length transactions may also arise in the future in the event that
our current and future officers or directors are involved in the management of
any firm with which we transact business.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.
We have neither conducted, nor have others made available to us,
results of market research indicating that market demand exists for the
transactions contemplated by us. Moreover, we do not have, and do not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by us, there is no assurance that we will
be successful in completing any such business combination.
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LACK OF DIVERSIFICATION.
Our proposed operations, even if successful, will in all likelihood
result in our engaging in a business combination with a business opportunity.
Consequently, our activities may be limited to those engaged in by entities with
which we merge or acquire. Our inability to diversify our activities into a
number of areas may subject us to economic fluctuations within a particular
business or industry and therefore increase the risks associated with our
operations.
REGULATION.
Although we will be subject to regulation under the Securities Exchange
Act of 1934, we believe that we will not be subject to regulation under the
Investment Company Act of 1940, insofar as we will not be engaged in the
business of investing or trading in securities. In the event that we engage in
business combinations which result in our holding passive investment interests
in a number of entities, we could become subject to regulation under the
Investment Company Act of 1940. In this event, we would be required to register
as an investment company and could be expected to incur significant registration
and compliance costs. We have not obtained formal determination from the
Securities and Exchange Commission regarding our status under the Investment
Company Act of 1940 and, consequently, any violation of this Act could cause
material adverse consequences to our business.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT.
A business combination involving the issuance of our common stock will,
in all likelihood, result in shareholders of a private company obtaining a
controlling interest in us. Any similar business combination may require our
management to sell or transfer all or a portion of our common shares held by
them, or resign as members of the board of directors of the Company. The
resulting change in control could result in the removal of Mr. Pavsner and a
corresponding reduction in or elimination of his participation in our future
affairs.
POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION.
Our primary plan of operation is based upon a business combination with
a private concern which, depending on the terms of merger or acquisition, may
result in our issuing securities to shareholders of a private company. The
issuance of previously authorized and unissued common stock would result in
reduction in percentage of shares owned by our present and prospective
shareholders and may result in a change in control or change in our management.
DISADVANTAGES OF BLANK CHECK OFFERING.
We may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with
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us. These consequences may include, but are not limited to,
o time delays of the registration process;
o significant expenses to be incurred in such an offering;
o loss of voting control to public shareholders; and
o the inability or unwillingness to comply with various federal and
state laws enacted for the protection of investors.
TAXATION.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination we may undertake. Currently, these
transactions may be structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. We intend to
structure any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot assure you
that such business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non- qualifying reorganization
could result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES.
Sections 13 and 15(d) of the Securities Exchange Act of 1934 require
companies to provide information about significant acquisitions, including
certified financial statements for the company acquired, covering one, two or
three years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may preclude consummation of an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain the required
audited financial statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.
ITEM 2. DESCRIPTION OF PROPERTY
We currently maintain our offices at 18870 Still Lake Drive, Jupiter,
Florida 33458, which is the business address of Mr. Pavsner, our President. We
pay no rent for the use of this office. We do not believe that we will need to
maintain an office at any time in the foreseeable future in order to carry out
our plan of operations described herein.
ITEM 3. LEGAL PROCEEDINGS.
We are involved in no material legal proceedings that we believe will
result, individually
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or in the aggregate, in a material adverse effect upon our financial condition
or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
No trading market exists and no trades have been effected.
As of March 31, 2000, there were approximately 408 holders of record of
our common stock.
We have never paid dividends on our Common Stock since our
incorporation in 1983. We intend to retain earnings for use in our business and
therefore do not anticipate paying dividends in the foreseeable future.
ITEM 6. PLAN OF OPERATION
We intend to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for our securities. We
have no particular acquisitions in mind and have not entered into any
negotiations regarding such an acquisition. None of our officers, directors,
employees or affiliates has engaged in any preliminary contact or discussions
with any representative of any other company regarding the possibility of an
acquisition or merger between us and any other company as of the date of this
registration statement.
Our purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act-registered corporation. We will not restrict our search to any
specific business, industry, or geographical location and we may participate in
a business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us
to offset potential losses from one venture against gains from another.
We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
We may advertise and promote ourselves in newspaper, magazines and on
the Internet. We have not yet prepared any notices or advertisement.
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We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. These
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
We have, and will continue to have, no capital with which to provide
the owners of business opportunities with any significant cash or other assets.
However, we believe that will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a publicly
registered company without incurring the cost and time required to conduct an
initial public offering. The owners of the business opportunities will, however,
incur significant legal and accounting costs in connection with acquisition of a
business opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The Securities Exchange
Act of 1934 specifically requires that any merger or acquisition candidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be included within the numerous filings relevant
to complying with the Exchange Act. Nevertheless, officers and directors have
not conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, Mr. Pavsner, who may not be considered a professional
business analyst. Mr. Pavsner will be the key person in the search, review and
negotiation with potential acquisition or merger candidates. We intend to
concentrate on identifying preliminary prospective business opportunities which
may be brought to our attention through present associations of our officers and
directors, or by our shareholders. In analyzing prospective business
opportunities, we will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact our proposed activities;
the potential for growth or expansion; the potential for profit; the perceived
public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Our officers and directors do not
expect to meet personally with management and key personnel of the business
opportunity as part of their investigation due to lack of capital. To the extent
possible, we intend to utilize written reports and investigation to evaluate the
above factors. We will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period of time after
closing of the proposed transaction.
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Mr. Pavsner has limited experience in managing companies similar to us
and will rely upon his own efforts and, to a much lesser extent, the efforts of
our shareholders, in accomplishing our business purpose. We do not anticipate
using any outside consultants or advisors to effectuate our business purpose.
However, if we do retain such an outside consultant or advisor, any cash fee
earned by such party will need to be paid by the prospective merger/acquisition
candidate, as we have no cash assets with which to pay such obligation. There
have been no contracts or agreements with any outside consultants and none are
anticipated in the future.
We will not restrict our search for any specific kind of firm, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer. However, we do not intend to obtain funds in one
or more private placements to finance the operation of any acquired business
opportunity until such time as we have successfully consummated such a merger or
acquisition.
We anticipate that we will incur nominal expenses in the implementation
of our business plan described herein. Because we have no capital with which to
pay these anticipated expenses, Mr. Pavsner agreed to pay these charges with his
personal funds, as interest-free loans. However, the only opportunity which
management has to have these loans repaid will be from a prospective merger or
acquisition candidate. Repayment of any loans made on our behalf will not
impede, or be made conditional in any manner, to consummation of a proposed
transaction.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of us. In addition, our directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of our shareholders or may sell their stock. Any terms of sale of the shares
presently held by officers and/or directors will be also afforded to all other
shareholders on similar terms and conditions. Any and all such sales will only
be made in compliance with federal and applicable state securities laws.
We anticipate that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition and we are no longer considered
a "shell" company. Until such time as this occurs, we will not attempt to
register
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any additional securities. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in our securities
may have a depressive effect on the value of our securities in the future, if
such a market develops, of which there is no assurance.
While the actual terms of a transaction to which we may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code. In order to obtain
tax-free treatment, it may be necessary for the owners of the acquired business
to own 80% or more of the voting stock of the surviving entity. In such event,
our shareholders, would retain less than 20% of the issued and outstanding
shares of the surviving entity, which would result in significant dilution in
the equity of such shareholders.
As part of our investigation, our officers and directors personally
meet with management and key personnel, may visit and inspect material
facilities, obtain analysis of verification of certain information provided,
check references of management and key personnel, and take other reasonable
investigative measures, to the extent of our limited financial resources and
management expertise. The manner in which we participate in an opportunity will
depend on the nature of the opportunity, our respective needs and desires and
other parties, our management of the opportunity and relative negotiation
strength.
With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of Celebrity which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, our shareholders will in all likelihood
hold a substantially lesser percentage ownership interest in Celebrity following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event we acquire a target company with substantial
assets. Any merger or acquisition effected by us can be expected to have a
significant dilutive effect on the percentage of shares held by Celebrity's
shareholders at that time.
Celebrity will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with Celebrity's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As previously stated, we will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. We will be
subject to all of the reporting requirements included in the 1934 Act. Included
in these requirements is the affirmative duty to file independent audited
financial statements as part of our Form 8-K to be filed with the Securities and
Exchange Commission upon
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consummation of a merger or acquisition, as well as our audited financial
statements included in its annual report on Form 10-K (or 10-KSB, as
applicable). If such audited financial statements are not available at closing,
or within time parameters necessary to insure our compliance with the
requirements of the 1934 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable, at the discretion of our present management. If
this transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse us for all costs associated
with the proposed transaction.
We do not intend to make any loans to any prospective acquisition or
merger candidates or to unaffiliated third parties. We may make loans only to
prospective acquisition or merger candidates only when such fund is available,
we have entered into an acquisition or merger agreement and making a loan to the
acquisition or merger candidate is beneficial to us. The considerations to be
used in determining whether to make loans includes the availability and the need
of cash by the acquisition or merger candidate in order to complete the
acquisition or merger. The loan may be either secured or non-secured depending
on the result of negotiation and there is no limitations as to the amounts that
may be loaned.
We do not intend to provide our shareholders with any complete
disclosure documents, including audited financial statements, concerning an
acquisition or merger candidate and its business prior to the consummation of
any acquisition or merger transaction.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements required by this report are appended hereto
commencing on F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
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PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning each of
the Company's directors and executive officers:
NAME AGE POSITION
- ---- --- --------
Alan Pavsner 47 President, Director
Mary Francis Pavsner 46 Secretary
Mr. Pavsner has served as president since October 1998. From April 1998
to the present, Mr. Pavsner has served as director of field operations for
Integrated Homes, Inc., a residential construction company. From February 1995
to April 1998, he served as vice president--marketing for Spectra Systems, Inc.,
a defense marketing and consulting company. Mr. Pavsner holds the rank of
Lieutenant Colonel in the United States Marine Corps (Ret) and holds a BS in
Industrial Psychology from Florida State University and a MA in Human Resource
Management from Pepperdine University.
Ms. Pavsner has served as our secretary since October 1998. From 1994
until the present, she has been a teacher in the Broward County, Florida school
district. From 1975 to 1986, Ms. Pavsner was employed as a licensed real estate
broker. Ms. Pavsner has served as a director and executive officer of several
publicly-traded development-stage companies. Ms. Pavsner holds a BS from Florida
State University.
CONFLICTS OF INTEREST
Mr. Pavsner is associated with other firms involved in a range of
business activities. Consequently, there are potential inherent conflicts of
interest in his acting as our officer and director. Insofar as the officer and
director is engaged in other business activities, Mr. Pavsner anticipates that
he will devote only a minor amount of time to our affairs.
INVESTMENT COMPANY ACT OF 1940
Although we will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, we believe that we will not be
subject to regulation under the Investment Company Act of 1940 insofar as we
will not be engaged in the business of investing or trading in securities. In
the event that we engage in business combinations which result in our holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act of 1940. In this event, we would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. We have obtained no formal
determination from the Securities and Exchange Commission as to our status under
the
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Investment Company Act of 1940 and, consequently, any violation of such Act
would subject us to material adverse consequences. We anticipate expect to be
exempt from the Investment Company Act of 1940 via Regulation 3a-2 thereto.
INVESTMENT ADVISOR ACT OF 1940
Celebrity is not an "investment adviser" under the Federal Investment
Adviser Act of 1940, which classification would involve a number of negative
considerations. Accordingly, Celebrity will not furnish or distribute advice,
counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Adviser Act of 1940, 15 U.S.C.
ITEM 10. EXECUTIVE COMPENSATION
None of our executive officers or directors received any form of
compensation from Celebrity in the past three fiscal years.
It is possible that, after Celebrity successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of its management for the purposes of
providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, Celebrity has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in its decision to undertake any proposed transaction.
Members of Celebrity's board have agreed to disclose to the entire board of
directors any discussions concerning possible compensation to be paid to them by
any entity which proposes to undertake a transaction with Celebrity.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
ITEM 11. PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of March 31, 2000
regarding beneficial ownership of our common stock by (i) each stockholder known
us to be the beneficial owner of more than 5% of our common stock, (ii) by each
director and executive officer and (iii) by all executive officers and directors
as a group. Each of the persons named in the table has sole voting and
investment power with respect to common stock beneficially owned. The address of
all shareholders in this table is 18870 Still Lake Drive, Jupiter, Florida
33458.
16
<PAGE> 17
NUMBER OF PERCENTAGE OF
NAME SHARES OWNED SHARES OWNED
- ---- ------------ ------------
Marine Way, Inc. 6,500,000 65.1%
Alan Pavsner 6,500,000 65.1%
Mary Francis Pavsner -0- -0-
All officers and directors
as a group (2 people) 6,500,000 65.1%
Alan Pavsner is the sole shareholder of Marine Way, and serves as our
president and director. Mary Francis Pavsner is Mr. Pavsner's spouse. She serves
as secretary of Celebrity. Although Ms. Pavsner could be deemed to own
beneficially the shares of common stock held by Marine Way, she disclaims this
ownership.
ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 2, 1996, we entered into a stock exchange agreement whereby
we acquired 100 shares of the voting stock of the Marine Way, Inc. in exchange
for 8,000,000 shares of our common stock. The investment has been determined to
have no value and has been written off.
On September 30, 1996, Global entered into an acquisition agreement
whereby we acquired 100% of the issued and outstanding shares of Armor Insurance
Co., Inc. in exchange for 8,000,000 shares of our common stock. The agreement
was subsequently rescinded and the shares issued were canceled. The rescission
has been recorded retroactively in the financial statements as not having
occurred.
In 1998, Global canceled 6,500,000 shares of common stock as part of a
merger agreement with International Computer Resources, Inc. The shares were
part of a 1996 issuance to Marine Way, Inc. The merger with International
Computer Resources, Inc. was not completed and the shares were reissued to
Marine Way, Inc. on November 16, 1999, restoring all stockholders back to
pre-merger status.
Other than described above, there have been no related party
transactions, or any other transactions or relationships required to be
disclosed.
ITEM 12. EXHIBITS AND REPORTS ON FORM 8-K.
3.1(a) Articles of Incorporation of Global Teledata Corporation*
3.1(b) Amendment to the Articles of Incorporation of Global
Teledata Corporation
3.1(c) Certificate of Merger*
27.1 Financial Data Schedule
* Previously filed in our Form 10-SB Registration Statement on
January 31, 2000.
17
<PAGE> 18
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunder duly authorized .
GLOBAL TELEDATA CORPORATION
BY: /s/ ALAN PAVSNER
-----------------------------
Alan Pavsner, President
In accordance with the Exchange Act, this Report was signed by the
following persons in the capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
President and
/s/ ALAN PAVSNER Director (Principal
- ----------------------------- Executive, Financial
Alan Pavsner and Accounting Officer) April 11, 2000
/s/MARY FRANCIS PAVSNER Secretary April 11, 2000
- -----------------------------
Mary Francis Pavsner
</TABLE>
18
<PAGE> 19
GLOBAL TELEDATA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
F-1
<PAGE> 20
C O N T E N T S
Independent Auditors' Report............................................. 3
Balance Sheet............................................................ 4
Statements of Operations................................................. 5
Statements of Stockholders' Equity (Deficit)............................. 6
Statements of Cash Flows................................................. 7
Notes to the Financial Statements........................................ 8
F-2
<PAGE> 21
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Global Teledata Corporation
(A Development Stage Company)
Jupiter, Florida
We have audited the accompanying balance sheet of Global Teledata Corporation (a
development stage company), as of December 31, 1999 and the related statements
of operations, stockholders' equity (deficit), and cash flows for the years
ended December 31, 1999 and 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The financial
statements of Global Teledata Corporation as of December 31, 1995 were audited
by other auditors whose report, dated January 27, 1996, expressed an unqualified
opinion on their statements.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Teledata Corporation (a
development stage company), as of December 31, 1999 and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 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 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
February 28, 2000
F-3
<PAGE> 22
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1999
------------
CURRENT ASSETS
Cash $ --
--------
Total Current Assets --
--------
TOTAL ASSETS $ --
========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,806
--------
Total Liabilities 2,806
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; authorized 25,000,000 common shares
at $0.001 par value; 9,975,354 shares issued and
outstanding 9,975
Additional paid-in capital 12,681
Deficit accumulated during development stage (25,462)
--------
Total Stockholders' Equity (Deficit) (2,806)
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ --
========
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 23
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
For the Years Ended May 15,
December 31, 1995 Through
----------------------------- December 31,
1999 1998 1999
----------- ----------- -----------
REVENUES $ -- $ -- $ --
EXPENSES (12,748) (701) (25,462)
----------- ----------- -----------
NET LOSS $ (12,748) $ (701) $ (25,462)
=========== =========== ===========
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 5,416,450 3,475,354
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 24
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on May 15, 1995 to December 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
--------------------------- Paid-in Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at inception on
May 15, 1995 -- $ -- $ -- $ --
Issuance of common stock
at inception at $0.001 per share 1,975,354 1,975 -- --
Net loss from inception to
December 31, 1995 -- -- -- (2,033)
---------- ---------- ---------- ----------
Balance, December 31, 1995 1,975,354 1,975 -- (2,033)
Common stock issued for
acquisition of Marine Way, Inc.
stock at $0.001 per share 8,000,000 8,000 -- --
Expenses paid by shareholder
on behalf of the Company -- -- 780 --
Net loss for the year ended
December 31, 1996 -- -- -- (8,880)
---------- ---------- ---------- ----------
Balance, December 31, 1996 9,975,354 9,975 780 (10,913)
Expenses paid by shareholder
on behalf of the Company -- -- 1,000 --
Net loss for the year ended
December 31, 1997 -- -- -- (1,100)
---------- ---------- ---------- ----------
Balance, December 31, 1997 9,975,354 9,975 1,780 (12,013)
Cancellation of common stock (6,500,000) (6,500) 6,500 --
Expenses paid by shareholder
on behalf of the Company -- -- 959 --
Net loss for the year ended
December 31, 1998 -- -- -- (701)
---------- ---------- ---------- ----------
Balance, December 31, 1998 3,475,354 $ 3,475 $ 9,239 $ (12,714)
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 25
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on May 15, 1995 to December 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
--------------------------- Paid-in Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 3,475,354 $ 3,475 $ 9,239 $ (12,714)
Expenses paid by shareholder
on behalf of the Company -- -- 3,442 --
Common stock issued for services
valued at $0.001 per share 6,500,000 6,500 -- --
Net loss for the year ended
December 31, 1999 -- -- -- (12,748)
--------- --------- --------- ---------
Balance, December 31, 1999 9,975,354 $ 9,975 $ 12,681 $ (25,462)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE> 26
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
For the Years Ended May 15,
December 31, 1995 Through
-------------------------- December 31,
1999 1998 1999
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(12,748) $ (701) $(25,462)
Adjustments to reconcile net loss to
cash used by operations:
Common stock issued for services 6,500 -- 14,500
Amortization -- 242 500
Changes in operating assets and liabilities:
Increase in other assets -- -- (500)
Increase (decrease) in accounts payable 2,806 (500) 2,806
-------- -------- --------
Net Cash Used by Operating Activities (3,442) (959) (8,156)
-------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Expenses paid by shareholder 3,442 959 6,181
Issuance of common stock -- -- 1,975
-------- -------- --------
Net Cash Provided by Financing
Activities 3,442 959 8,156
-------- -------- --------
NET INCREASE (DECREASE) IN CASH -- -- --
CASH AT BEGINNING OF PERIOD -- -- --
-------- -------- --------
CASH AT END OF PERIOD $ -- $ -- $ --
======== ======== ========
CASH PAID DURING THE PERIOD FOR:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
NON-CASH FINANCING ACTIVITIES
Common stock issued for services $ 6,500 $ -- $ 14,500
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE> 27
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Global Teledata
Corporation, (a development stage company) (the Company). The
Company was incorporated in the State of Nevada on May 15, 1995 as
Television Networking, Inc., for the purpose of entering the video
production business. The Company ceased operations in 1996 and has
since been inactive. On November 9, 1998, the Company's name was
changed to Global Teledata Corporation.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has selected a December 31 year
end.
c. Basic Loss Per Share
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1999
---------------------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------------------
<S> <C> <C> <C>
Net loss $(12,748) 5,416,450 $(0.00)
======== ========= ======
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1998
---------------------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ------------------
<S> <C> <C> <C>
Net loss $ (701) 3,875,354 $(0.00)
======== ========= ======
</TABLE>
The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding.
d. Provision for Taxes
The Company accounts for income taxes using Statement of Financial
Accounting Standards No. 109, "Accounting for Income taxes." Under
Statement 109, the liability method is used in accounting for
income taxes.
As of December 31, 1999, the Company had net operating loss
carryforwards of approximately $25,000 that may be offset against
future taxable income through 2019. The tax benefit of the net
operating loss carryforwards is offset by a valuation allowance of
the same amount due to the uncertainty that the carryforwards will
be used before they expire.
F-9
<PAGE> 28
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
f. 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 the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
g. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It
is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders have
committed to cover operating costs of the Company.
NOTE 3 - STOCK EXCHANGES
On January 2, 1996, the Company entered into a stock exchange
agreement whereby it acquired 100 shares of the voting stock of
the Marine Way, Inc. in exchange for 8,000,000 shares of its
common stock. The investment has been determined to have no value
and has been written off.
On September 30, 1996, the Company entered into an acquisition
agreement whereby it acquired 100% of the issued and outstanding
shares of Armor Insurance Co., Inc. in exchange for 8,000,000
shares of its common stock. The agreement was subsequently
rescinded and the shares issued were canceled. The rescission has
been recorded retroactively in the financial statements as not
having occurred.
F-10
<PAGE> 29
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 3 - STOCK EXCHANGES (Continued)
In 1998, the Company canceled 6,500,000 shares of common stock as
part of a merger agreement with International Computer Resources,
Inc. The shares were part of a 1996 issuance to Marine Way, Inc.
The merger with International Computer Resources, Inc. was not
completed and the shares were reissued to Marine Way, Inc. on
November 16, 1999, restoring all stockholders back to pre-merger
status.
F-11
<PAGE> 30
GLOBAL TELEDATA CORPORATION
(FORMERLY TELEVISION NETWORKING, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
F-12
<PAGE> 31
C O N T E N T S
Independent Auditors' Report............................................. F-14
Balance Sheet............................................................ F-15
Statements of Operations................................................. F-16
Statements of Stockholders' Equity ...................................... F-17
Statements of Cash Flows................................................. F-18
Notes to the Financial Statements........................................ F-19
F-13
<PAGE> 32
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Global Teledata Corporation
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Jupiter, Florida
We have audited the accompanying balance sheets of Global Teledata Corporation
(formerly Television Networking, Inc.), (a development stage company), as of
December 31, 1998 and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of Global Teledata Corporation (formerly
Television Networking, Inc.) as of December 31, 1995 were audited by other
auditors whose report, dated January 27, 1996, expressed an unqualified opinion
on their statements.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Teledata Corporation
(formerly Television Networking, Inc.), (a development stage company), as of
December 31, 1998 and the results of its operations and its cash flows for the
years ended December 31, 1998 and 1997 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 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
December 1, 1999
F-14
<PAGE> 33
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1998
-----------------
CURRENT ASSETS
Cash $ --
-----------------
Total Current Assets --
-----------------
TOTAL ASSETS $ --
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ --
-----------------
Total Liabilities --
-----------------
STOCKHOLDERS' EQUITY
Common stock; authorized 25,000,000 common shares
at $0.001 par value; 3,475,354 shares issued and
outstanding 3,475
Additional paid-in capital 9,239
Deficit accumulated during development stage (12,714)
-----------------
Total Stockholders' Equity --
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ --
=================
The accompanying notes are an integral part of these financial statements.
F-15
<PAGE> 34
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
Inception on
For the Years Ended May 15,
December 31, 1995 Through
--------------------------------------- December 31,
1998 1997 1998
------------------ ----------------- -----------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES (701) (1,100) (12,714)
------------------ ----------------- -----------------
NET LOSS $ (701) $ (1,100) $ (12,714)
================== ================= =================
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
================== =================
WEIGHTED AVERAGE SHARES
OUTSTANDING 3,475,354 9,975,354
================== =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-16
<PAGE> 35
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on May 15, 1995 to December 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------------------- Paid-in Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at inception on
May 15, 1995 -- $ -- $ -- $ --
Issuance of common stock
at inception at $0.001 per share 1,975,354 1,975 -- --
Net loss from inception to
December 31, 1995 -- -- -- (2,033)
---------- ---------- ---------- ----------
Balance, December 31, 1995 1,975,354 1,975 -- (2,033)
Common stock issued for
acquisition of Marine Way, Inc.
stock at $0.001 per share 8,000,000 8,000 -- --
Expenses paid by shareholder
on behalf of the Company -- -- 780 --
Net loss for the year ended
December 31, 1996 -- -- -- (8,880)
---------- ---------- ---------- ----------
Balance, December 31, 1996 9,975,354 9,975 780 (10,913)
Expenses paid by shareholder
on behalf of the Company -- -- 1,000 --
Net loss for the year ended
December 31, 1997 -- -- -- (1,100)
---------- ---------- ---------- ----------
Balance, December 31, 1997 9,975,354 9,975 1,780 (12,013)
Cancellation of common stock (6,500,000) (6,500) 6,500 --
Expenses paid by shareholder
on behalf of the Company -- -- 959 --
Net loss for the year ended
December 31, 1998 -- -- -- (701)
---------- ---------- ---------- ----------
Balance, December 31, 1998 3,475,354 $ 3,475 $ 9,239 $ (12,714)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-17
<PAGE> 36
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
For the Years Ended May 15,
December 31, 1995 Through
------------------------ December 31,
1998 1997 1998
-------- -------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (701) $ (1,100) $(12,714)
Adjustments to reconcile net loss to
cash used by operations:
Common stock issued for stock -- -- 8,000
Expenses paid by shareholder 959 1,000 2,739
Amortization 242 100 500
Changes in operating assets and liabilities:
Increase in other assets -- -- (500)
Increase (decrease) in accounts payable (500) -- --
-------- -------- --------
Net Cash Used by Operating Activities -- -- (1,975)
-------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock -- -- 1,975
-------- -------- --------
Net Cash Provided by Financing
Activities -- -- 1,975
-------- -------- --------
NET INCREASE (DECREASE) IN CASH -- -- --
CASH AT BEGINNING OF PERIOD -- -- --
-------- -------- --------
CASH AT END OF PERIOD $ -- $ -- $ --
======== ======== ========
CASH PAID DURING THE PERIOD FOR:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
NON-CASH FINANCING ACTIVITIES
Common stock issued for stock $ -- $ -- $ 8,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-18
<PAGE> 37
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Global Teledata
Corporation, (a development stage company) (the Company). The
Company was incorporated in the State of Nevada on May 15, 1995 as
Television Networking, Inc., for the purpose of entering the video
production business. The Company ceased operations in 1996 and has
since been inactive. On November 9, 1998, the Company's name was
changed to Global Teledata Corporation.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has selected a December 31 year
end.
c. Basic Loss Per Share
The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding.
d. Provision for Taxes
The Company accounts for income taxes using Statement of Financial
Accounting Standards No. 109, "Accounting for Income taxes." Under
Statement 109, the liability method is used in accounting for
income taxes.
As of December 31, 1998, the Company had net operating loss
carryforwards of approximately $12,700 that may be offset against
future taxable income through 2013. The tax benefit of the net
operating loss carryforwards is offset by a valuation allowance of
the same amount due to the uncertainty that the carryforwards will
be used before they expire.
e. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
f. 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 the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
F-19
<PAGE> 38
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It
is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders have
committed to cover operating costs of the Company.
NOTE 3 - STOCK EXCHANGES
On January 2, 1996, the Company entered into a stock exchange
agreement whereby it acquired 100 shares of the voting stock of
the Marine Way, Inc. in exchange for 8,000,000 shares of its
common stock. The investment has been determined to have no value
and has been written off.
On September 30, 1996, the Company entered into an acquisition
agreement whereby it acquired 100% of the issued and outstanding
shares of Armor Insurance Co., Inc. in exchange for 8,000,000
shares of its common stock. The agreement was subsequently
rescinded and the shares issued were canceled. The rescission has
been recorded retroactively in the financial statements.
F-20
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