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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
GLOBAL TELEDATA CORPORATION
(Name of Small Business Issuer in its charter)
Nevada 65-0693103
(State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification Number)
18870 Still Lake Drive
Jupiter, Florida 33458
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 741-0410
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
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TABLE OF CONTENTS
Page
PART I
ITEM 1. DESCRIPTION OF BUSINESS.................................. 1
ITEM 2. PLAN OF OPERATION........................................ 4
ITEM 3. DESCRIPTION OF PROPERTY.................................. 8
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT......................... 9
ITEM 5. MANAGEMENT............................................... 9
ITEM 6. EXECUTIVE COMPENSATION................................... 10
ITEM 7. CERTAIN RELATIONSHIP AND\
RELATED TRANSACTIONS..................................... 10
ITEM 8. DESCRIPTION OF SECURITIES................................ 10
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.................................................. 12
ITEM 2. LEGAL PROCEEDINGS........................................ 13
ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE................... 13
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.................. 13
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS................ 13
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS........................ 14
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
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 January 1, 2000. In
addition, we are authorized to issue 10,000,000 shares of preferred stock,
$0.001 par value, none of which was issued and outstanding as of January 1,
2000. 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 developmental stage since incorporation 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.
We are filing this registration statement on a voluntary basis because the
primary attraction of us as a merger partner or acquisition vehicle will be our
status as a reporting public company. Any business combination or transaction
could result in a significant issuance of shares and substantial dilution to our
current stockholder.
The proposed business activities described in this registration statement
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
described later in this registration statement. 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.
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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 as 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 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 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
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company. Mr. Pavsner will be the only person responsible in conducting the
day-to-day operations of Global, 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.
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 a
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 us. These consequences may include, but are not limited to:
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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. PLAN OF OPERATION.
We intend to seek to acquire assets or shares of an entity actively engaged in a
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.
EMPLOYEES
We have no full time or part time employees. Mr. Pavsner 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 and
the principals of the proposed target company have no preference as to which
company will merge with or acquire such target company, the company which first
filed
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a registration statement with the Securities and Exchange Commission will be
entitled to proceed with the proposed transaction.
INDEMNIFICATION
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of Nevada, any person made, or threatened to be made,
a party to an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or officer, or
served any other enterprise as director, officer or employee at our request. The
board of directors, in its discretion, shall have the power on our behalf to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of us.
BUSINESS PLAN
Our purpose is to seek, investigate and, if such investigation warrants, acquire
an interest in business opportunities presented to us 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. We anticipate that we 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.
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 we 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 Forms 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the Exchange Act. Nevertheless, officers and
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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.
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 or 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
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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 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 Global 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 lower percentage ownership interest in Global 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 Global's shareholders at that time.
Global 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 Global'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
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
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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.
COMPETITION
We will remain an insignificant participant in 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.
YEAR 2000 ISSUE
Year 2000 issues are not material to our business, operations or financial
condition, and we do not currently anticipate that we will incur any material
expenses to remediate Year 2000 issues we may encounter. We do not anticipate
encountering any Year 2000 issues in the future.
ITEM 3. 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.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of January 1, 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.
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 Global. Although Ms. Pavsner could be deemed to own beneficially
the shares of common stock held by Marine Way, she disclaims this ownership.
ITEM 5. MANAGEMENT.
OFFICERS AND DIRECTORS
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 February 1996. 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
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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 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 ADVISERS ACT OF 1940
Global is not an "investment adviser" under the Federal Investment Advisers Act
of 1940, which classification would involve a number of negative considerations.
Accordingly, Global 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 Advisers Act of 1940.
ITEM 6. EXECUTIVE COMPENSATION.
None of our executive officers or directors received any form of compensation
from Global in the past three fiscal years.
It is possible that, after Global 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, Global 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 Global'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 Global.
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 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other transactions or
relationships required to be disclosed under Item 404 of Regulation S-B.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
Global's articles of incorporation authorizes it to issue 15,000,000 shares of
common stock at $.001 par value. Each holder of common stock will be entitled to
one vote for each share of common stock held. As of January 1, 2000, there were
9,975,354 shares of common stock outstanding.
-10-
<PAGE> 13
PREFERRED STOCK
Global's articles of incorporation authorize it to issue 10,000,000 shares of
preferred stock at $.001 par value. The preferred stock may be divided into
series or classes, with special voting rights and preferences, to be established
by a majority vote of our directors. As of January 1, 2000, there were no shares
of preferred stock outstanding.
If the board of directors authorizes the issuance of shares of preferred stock
with conversion rights, the number of shares of common stock outstanding could
potentially be increased by up to the authorized amount. Issuance of preferred
stock could, under certain circumstances, have the effect of delaying or
preventing a change in control of Global and may adversely affect the rights of
holders of other classes of preferred stock or holders of common stock. Also,
preferred stock could have preferences over the common stock and other series of
preferred stock with respect to dividends and liquidation rights.
Upon liquidation of Global, each shareholder is entitled to receive a
proportionate share of its assets available for distribution to shareholders
after the payment of liabilities and after distribution in full of preferential
amounts, if any. All shares of common stock issued and outstanding are
fully-paid and nonassessable. Holders of the common stock are entitled to share
pro rata in dividends and distributions with respect to the common stock, as may
be declared by the board of directors out of funds legally available therefor.
-11-
<PAGE> 14
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Global's common stock has never been traded. Global plans to apply to have its
common stock traded on the over-the-counter market and listed on the OTC
Bulletin Board. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
As of January 1, 2000, there were 408 holders of our common stock.
DIVIDEND POLICY
Global has not paid any cash dividends on its common stock and presently intends
to continue a policy of retaining earnings, if any, for reinvestment in its
business.
PENNY STOCK
Until Global's shares qualify for inclusion in the Nasdaq system, the trading of
its securities, if any, will be in the over-the-counter markets which are
commonly referred to as the pink sheets or on the OTC Bulletin Board. As a
result, an investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of the securities offered.
Effective August 11, 1993, the Securities and Exchange Commission adopted Rule
15g-9, which established the definition of a penny stock, for purposes relevant
to Global, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement regarding the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
The NASD has recently made changes in the criteria for continued Nasdaq
eligibility. In order to continue to be included on Nasdaq, a company must
maintain $2,000,000 in net tangible assets or $35,000,000 in market
capitalization or $500,000 net income in its latest fiscal year or two of the
last three fiscal years, a $1,000,000 market value of its publicly-traded
securities and 500,000 shares in public float. In addition, continued inclusion
requires two market-makers and a minimum bid price of $1.00 per share.
Global intends to seriously consider undertaking a transaction with any merger
or acquisition candidate which will allow Global's securities to be traded
without the above limitations. However, Global cannot assure you that, upon a
successful merger or acquisition, it will qualify its securities for listing on
Nasdaq or some other
-12-
<PAGE> 15
national exchange, or be able to maintain the maintenance criteria necessary to
ensure continued listing. The failure of Global to qualify its securities or to
meet the relevant maintenance criteria after such qualification in the future
may result in the discontinuance of the inclusion of Global's securities on a
national exchange. In these events, trading, if any, in Global's securities may
then continue in the over-the-counter market. As a result, a shareholder may
find it more difficult to dispose of, or to obtain accurate quotations as to the
market value of, Global's securities.
ITEM 2. LEGAL PROCEEDINGS.
Global is not a party to any legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Global has not changed accountants since its formation and there are no
disagreements with the findings of said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In October 1998, Global issued Marine Way 6,500,000 shares of its common stock
as compensation for consulting services rendered. As Marine Way is an accredited
investor as defined in Rule 501 of Regulation D of the Securities Act of 1933,
the transaction was exempt from registration under this Act. These shares were
subsequently cancelled pursuant to a merger of Global with International
Computer Networking, Inc. The merger was later unwound due to failure by
International Computer Networking, Inc. to provide adequate consideration.
In September 1999, Global issued Marine Way 6,500,000 shares of its common stock
as part of the recission of the merger agreement with International Computer
Networking, Inc. As Marine Way is an "accredited investor" as defined in Rule
501 of Regulation D of the Securities Act of 1933, the transaction was exempt
from registration under this Act.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Global shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of Global, or served any other enterprise as director,
officer or employee at the request of Global. The board of directors, in its
discretion, shall have the power on behalf of Global to indemnify any person,
other than a director or officer, made a party to any action, suit or proceeding
by reason of the fact that he/she is or was an employee of Global.
Indemnification of officers or persons controlling Global for liabilities
arising under the Securities Act of 1933 has been determined by the Commission
to be against public policy and unenforceable.
-13-
<PAGE> 16
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following financial statements of the Company are filed as part of this
Report:
(i) Balance Sheet at November 30, 1999 (unaudited);
(ii) Balance Sheet at December 31, 1998 (audited);
(iii) Statements of Operations for Eleven Months Ended November 30, 1999,
1998 (unaudited);
(iv) Statements of Operations for the Years Ended December 31, 1998, 1997;
(v) Statement of Shareholders' Equity (Deficit) from Inception or
May 15, 1995 through November 30, 1999;
(vi) Statements of Cash Flows for the Eleven Months Ended November 30,
1999 and 1998 (unaudited);
(vii) Statements of Cash Flows for the Years Ended December 31, 1998 and
1997 (audited); and
(viii) Statement of Cash Flows from Inception on May 15, 1995 through
November 30, 1999 (unaudited).
(2) Exhibits:
3.1(a) Articles of Incorporation of Global Teledata Corporation
3.1(b) Amendment to the Articles of Incorporation of Global Entertainment Group
3.1(c) Articles of Merger for Global Teledata Corporation
27.1 Financial Data Schedule 12/31/98
27.2 Financial Data Schedule 11/30/99
-14-
<PAGE> 17
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Global Teledata Corporation
Date: January 31, 2000 By: /s/ Alan Pavsner
---------------------
Alan Pavsner, President
-15-
<PAGE> 18
GLOBAL TELEDATA CORPORATION
(FORMERLY TELEVISION NETWORKING, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
NOVEMBER 30, 1999 AND DECEMBER 31, 1998
<PAGE> 19
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Balance Sheets
ASSETS
November 30, December 31,
1999 1998
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ -- $ --
------------ ------------
Total Current Assets -- --
------------ ------------
TOTAL ASSETS $ -- $ --
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ -- $ --
------------ ------------
Total Liabilities -- --
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; authorized 25,000,000
common shares at $0.001 par value;
9,975,354 and 3,475,354 shares
issued and outstanding, respectively 9,975 3,475
Additional paid-in capital 10,574 9,239
Deficit accumulated during development
stage (20,549) (12,714)
------------ ------------
Total Stockholders' Equity -- --
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ -- $ --
============ ============
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE> 20
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
For the Inception on
Eleven Months Ended For the Years Ended May 15,
November 30, December 31, 1995 Through
-------------------------------- ----------------------------- November 30,
1999 1998 1998 1997 1999
--------------- --------------- -------------- -------------- ---------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES (7,835) (884) (701) (1,100) (20,549)
--------------- --------------- -------------- -------------- ---------------
NET LOSS $ (7,835) $ (884) $ (701) $ (1,100) $ (20,549)
=============== =============== ============== ============== ===============
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=============== =============== ============== ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 5,012,779 3,475,354 3,475,354 9,975,354
=============== =============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 21
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on May 15, 1995 to November 30, 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 -- $ -- $ -- $ --
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-4
<PAGE> 22
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on May 15, 1995 to November 30, 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 (unaudited) -- -- 1,335 --
Issuance of common stock at
$0.001 per share (unaudited) 6,500,000 6,500 -- --
Net loss for the period ended
November 30, 1999 (unaudited) -- -- -- (7,835)
--------- --------- --------- ---------
Balance, November 30, 1999
(unaudited) 9,975,354 $ 9,975 $ 10,574 $ (20,549)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 23
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
For the Inception on
Eleven Months Ended For the Years Ended May 15,
November 30, December 31, 1995 Through
------------------------- ------------------------- November 30,
1999 1998 1998 1997 1999
-------- -------- -------- -------- --------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (7,835) $ (651) $ (701) $ (1,100) $(20,549)
Adjustments to reconcile net loss to
cash used by operations:
Common stock issued for stock 6,500 -- -- -- 14,500
Expenses paid by shareholder 1,335 929 959 1,000 4,074
Amortization -- 222 242 100 500
Increase in other assets -- -- -- -- (500)
Increase (decrease) in accounts
payable -- (500) (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 YEAR -- -- -- -- --
-------- -------- -------- -------- --------
CASH AT END OF YEAR $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
CASH PAID DURING THE YEAR 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-6
<PAGE> 24
GLOBAL TELEDATA CORPORATION
(Formerly Television Networking, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1999
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at November 30, 1999 and 1998 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's December 31, 1998 audited financial
statements. The results of operations for periods ended November
30, 1999 and 1998 are not necessarily indicative of the operating
results for the full years.
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.
F-7
<PAGE> 25
GLOBAL TELEDATA CORPORATION
(FORMERLY TELEVISION NETWORKING, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 26
C O N T E N T S
Independent Auditors' Report................................................ F-2
Balance Sheet............................................................... F-3
Statements of Operations.................................................... F-4
Statements of Stockholders' Equity ......................................... F-5
Statements of Cash Flows.................................................... F-6
Notes to the Financial Statements........................................... F-7
F-1
<PAGE> 27
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-2
<PAGE> 28
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-3
<PAGE> 29
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-4
<PAGE> 30
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-5
<PAGE> 31
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-6
<PAGE> 32
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-7
<PAGE> 33
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-8
<PAGE> 1
EXHIBIT 3.1(a)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAY 15 1995
No. 8046-95
----------------------
/s/ Dean Heller
DEAN MELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
TELEVISION NETWORKING, INC.
FIRST. The name of the corporation is:
TELEVISION NETWORKING, INC.
SECOND. Its registered office in the State of Nevada is
located at 2533 North Carson Street, Carson City, Nevada 89706 that this
Corporation may maintain an office, or offices, in such other place within or
without the State of Nevada as may be from time to time designated by the Board
of Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are:
To engage in any lawful activity, including, but not limited to the following:
(A) Shall have such rights privileges and powers as may be conferred
upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.
1
<PAGE> 2
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, to be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises,
2
<PAGE> 3
or for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or government, and, while owners of such stock, bonds, securities or evidences
of indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
3
<PAGE> 4
objects of the corporation, whether or not such business is similar in nature
to the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH. That the total number of shares stock authorized to be issued
by the Corporation is TWENTY-FIVE MILLION (25,000,000) shares of stock as
follows: FIFTEEN MILLION (15,000,000) common shares at one tenth of one cent
($.001) par value and TEN MILLION (10,000,000) preferred shares at one tenth of
one cent ($.001) par value rights and privileges to be set by the Board of
Directors and no other class of stock shall be authorized. Said shares may be
issued by the corporation from time to time for such considerations as may be
fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first board of Directors shall be one
(1) in number and listed as follows:
NAMEPOST OFFICE ADDRESS
Cheryl Mall2533 N. Carson Street
Carson City, Nevada 89706
4
<PAGE> 5
SIXTH. The capital stock, after the amount of the subscription price,
or par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
NAMEPOST OFFICE ADDRESS
Cheryl Mall2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more
5
<PAGE> 6
committees, each committee to consist of one or more of the Directors of the
Corporation, which, to the extent provided in the resolution, or in the By-Laws
of the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose, or when authorized by
the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director
6
<PAGE> 7
or officer involving any act or omission of any such director or officer;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation; and all rights conferred upon Stockholders herein are granted
subject to this reservation.
7
<PAGE> 8
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose
of forming a Corporation pursuant to the General Corporation Law of the State
of Nevada, do make and file these Articles of Incorporation, hereby declaring
and certifying that the facts herein stated are true, and accordingly have
hereunto set my hand this 15th day of May, 1995.
/s/ Cheryl Mall
---------------------------------
Cheryl Mall
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 15th day of May, 1995, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada,
personally appeared:
Cheryl Mall
Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that she executed the same.
MARK SHATAS
NOTARY PUBLIC - NEVADA
CARSON CITY
My Appt. Expires March 12, 1996 /s/ Mark Shatas
----------------------------
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
5-15-95 /s/ Cheryl Mall
- ------------- ----------------------
Date Service Coordinator
8
<PAGE> 9
APPOINTMENT
The Board of Directors of TELEVISION NETWORKING, INC. hereby accept the
appointment of:
Alan R. Pavsner - President, Director
Mary Francis Pavsner - Vice President Director
as President, and director of TELEVISION NETWORKING, INC. effective as of
February 15, 1996.
Dated February 15, 1996. /s/ David J. Bell
----------------------------
David J. Bell
<PAGE> 1
EXHIBIT 3.1(b)
AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
TELEVISION NETWORKING, INC.
Television Networking, Inc., Nevada Corporation having its principal office at
3841 North 50th Avenue, Hollywood, Florida 33021 (hereinafter referred to as
the "Corporation"), hereby certifies to the Secretary of State of Nevada that:
1. Article I of the Articles of Incorporation has been amended in its entirety
to read:
ARTICLE I
The name of the Corporation is Global Teledata Corporation.
2. The name change was adopted by unanimous consent of the Board of Directors.
IN WITNESS THEREOF, The Corporation has caused these presents to be
signed in its name and on its behalf by the President and attested to by its
Secretary on this 9th day of November 1998, and its President acknowledges that
this Amendment to the Articles of Incorporation is the act and deed of the
Corporation and, under the penalties of perjury, that the matters and facts set
forth herein with respect to approval and authorization are true, in all
material respects to the best of the President's knowledge, information and
belief.
ATTEST: TELEVISION NETWORKING, INC.
By: /s/ Mary F. Pavsner By: /s/ Alan R. Pavsner
------------------------ ------------------------
Mary F. Pavsner Alan R. Pavsner
Secretary President
(Corporate Seal)
<PAGE> 1
EXHIBIT 3.1(c)
ARTICLES OF MERGER FOR
TELEVISION NETWORKING, INC.,
A NEVADA CORPORATION
Pursuant to the provisions of Section 92A.200 of the Nevada Revised
Statutes, Television Networking, Inc., a Nevada corporation (the "Corporation"),
hereby adopts and files the following Articles of Merger as the surviving
corporation to the merger of International Computer Resources, Inc., a Florida
corporation ("ICR"), with and into the Corporation:
FIRST: The name and place of incorporation of each corporation which is
a party to this merger is as follows:
Name Place of Incorporation
---- ----------------------
Television Networking, Inc. Nevada
International Computer Resources, Inc. Florida
SECOND: The Agreement and Plan of Merger (the "Plan") governing the
merger between the Corporation and ICR, has been adopted by the Board of
Directors of the Corporation and ICR.
THIRD: The approval of the shareholders of the Corporation and ICR was
required to effectuate the merger. The number of shares of stock outstanding in
each of the corporations (and the number of votes entitled to be cast) as of the
adoption of the Plan was as follows:
<TABLE>
<CAPTION>
Entity Type of Shares Number of Shares Outstanding
- ------ -------------- ----------------------------
<S> <C> <C>
Television Networking, Inc. Common 9,975,354
International Computer Resources, Inc. Common 100
</TABLE>
The number of shares of stock of each corporation which voted for and
against the Plan was as follows:
<TABLE>
<CAPTION>
Entity Type of Shares For Against
- ------ -------------- --- -------
<S> <C> <C> <C>
Television Networking, Inc. Common 8,000,000 0
International Computer Resources, Inc. Common 100 0
</TABLE>
FOURTH: The number of votes cast for the Plan by each voting group
entitled to vote was sufficient for approval of the merger by each such voting
group.
<PAGE> 2
FIFTH: Following the merger Article I of the Articles of Incorporation
of the surviving corporation shall be amended as follows:
Delete Article I in its entirety and substitute in its place the
following:
ARTICLE I
The name of the Corporation is Global Teledata Corporation.
SIXTH: The complete executed Plan is on file at the registered office
or other place of business of the Corporation.
SEVENTH: A copy of the Plan will be furnished by the Corporation, on
request and without cost, to any shareholder of either corporation which is a
party to the merger.
EIGHTH: The merger will be effective upon the filing of the Articles of
Merger.
DATED this 10th day of November, 1998.
TELEVISION NETWORKING, INC., a Nevada
corporation
By /s/ Alan R. Pavsner
-------------------------------
Alan R. Pavsner, President
By /s/ Mary F. Pavsner
-------------------------------
Mary F. Pavsner, Secretary
STATE OF FLORIDA )
) ss.
COUNTY OF BROWARD )
On the 10th day of November, 1998, personally appeared before me Alan
R. Pavsner and Mary F. Pavsner personally known to me or proved to me on the
basis of satisfactory evidence, and who, being by me duly sworn, did say that
they are the President and Secretary of Television Networking, Inc.,
respectively, and that said document was signed by them on behalf of said
corporation by authority of its bylaws, and said Alan R. Pavsner and Mary F.
Pavsner acknowledged to me that said corporation executed the same.
FL Drivers licenses
presented as identification
/s/ Cynthia A. McLeod
-------------------------------------
NOTARY PUBLIC
CYNTHIA A. MCLEOD
(SEAL) MY COMMISSION # CC 529178
EXPIRES: APRIL 6, 2000
Bonded Thru Notary Public Underwriters
<PAGE> 3
OFFICER
DISCLOSURE STATEMENT
I hereby attest and affirm as President and Director of TELEVISION
NETWORKING, INC., (the "Corporation") that neither I, nor any Officer or
Director of said corporation is, or has been affiliated with any shareholder or
foreign corporation or entity with respect to any matters whatsoever, of or
pertaining to, the Corporation.
/s/ Alan R. Pavsner
- ----------------------------
Alan R. Pavsner
President
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<PERIOD-START> JAN-01-1998
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