U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT #2
FORM 10-SB/A
General Form for Registration of Securities of Small Business Issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
TAC ASSET CORP.
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(Name of Small Business Issuer)
Nevada 88-0448314
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(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification Number
1850 East Flamingo Road, Suite 111
Las Vegas, Nevada 89119
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(Address of Principal Executive Offices including Zip Code)
702-866-5839
(Issuer's Telephone Number)
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
(Title of Class)
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PART I
ITEM 1. BUSINESS.
FORWARD LOOKING STATEMENTS
In this registration statement references to "TAC ASSET CORP.," "we,"
"us," and "our" refer to TAC ASSET CORP.
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
TAC ASSET CORP. control. These factors include but are not limited to
economic conditions generally and in the industries in which TAC ASSET CORP.
may participate; competition within TAC ASSET CORP. chosen industry,
including competition from much larger competitors; technological advances
and failure by TAC ASSET CORP. to successfully develop business
relationships.
DESCRIPTION OF BUSINESS
Business Development
TAC ASSET CORP. was incorporated on January 18, 2000 in the state of
Nevada, to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. We have been in the
development stage since inception. TAC ASSET CORP. has not engaged in any
commercial operations. TAC ASSET CORP. does not have active business
operations, and at this time we are considered as a "Blank Check" company.
On January 18, 2000, the Company issued 5,000,000 shares of its $.001
par value common stock to Anthony DeMint the sole officer, director and
stockholder for services of $5,000 including but not limited to Incorporating
the Company, founding stockholder, and assisted in the preparation of
corporate and SEC filings and seeking merger or acquisition candidates.
We will attempt to locate and negotiate with a business entity for
purposes of combining the target company with us. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-
assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code
of 1986, as amended. No assurances can be given that we will be successful in
locating or negotiating with any target company.
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Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other
factors. Our management believes that companies who desire a public market to
enhance liquidity for current stockholder, plan to raise capital through the
public sale of securities or plan to acquire additional assets through
issuance of securities rather than for cash will be potential merger or
acquisition candidates.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgment. There is no assurance that we will be able to identify
and acquire any business opportunity which will ultimately prove to be
beneficial to our stockholder and us.
Our activities are subject to several significant risks, which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholder.
Perceived Benefits
There are certain perceived benefits to being a reporting company with a
class of publicly traded securities. These are commonly thought to include
the following:
* the ability to use registered securities to make acquisitions of assets
or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* stockholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options for which there may
be a market valuation;
* enhanced corporate image;
* a presence in the United States capital market.
Potential Target Companies
A business entity, if any, which may be interested in a business
combination with us, may include the following:
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* a company for which a primary purpose of becoming public is the use of
its securities for the acquisition of assets or businesses;
* a company which is unable to find an underwriter of its securities or is
unable to find an underwriter of securities on terms acceptable to it;
* a company which wishes to become public with less dilution of its common
stock than would occur upon an underwriting;
* a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public;
* a foreign company which may be seeking an initial entry into the United
States securities market;
* a special situation company, such as a company seeking a public market
to satisfy redemption requirements under a qualified Employee Stock Option
Plan;
* a company seeking one or more of the other perceived benefits of
becoming a public company.
A business combination with a target company will normally involve the
transfer to the target company of the majority of our issued and outstanding
common stock, and the substitution by the target company of its own
management and board of directors.
No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature
of the target company.
We are voluntarily filing this Registration Statement with the
Securities and Exchange Commission and are under no obligation to do so under
the Securities Exchange Act of 1934.
RISK FACTORS
Our business is subject to numerous risk factors, including the
following:
No Operating History or Revenue and Minimal Assets. We have had no
operating history and have not had any revenues or earnings from operations.
We have had no significant assets or financial resources. We will, in all
likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in
incurring a net operating loss, which will increase continuously until we can
consummate a business combination with a target company. There is no
assurance that we can identify such a target company and consummate such a
business combination.
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Speculative Nature of Our 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 target company. While
management will prefer business combinations with entities having established
operating histories, there can be no assurance that we will be successful in
locating candidates meeting such criteria. In the event that we complete a
business combination, of which there can be no assurance, the success of our
operations will be dependent upon management of the target company and
numerous other factors beyond our control.
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 and acquisitions of business 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 merger or
acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than we do and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, we will also compete with
numerous other small public companies in seeking merger or acquisition
candidates.
Impracticability of Exhaustive Investigation. Our limited funds and the
lack of full-time management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a target company. The
decision to enter into a business combination, therefore, will likely be made
without detailed feasibility studies, independent analysis, market surveys or
similar information which, if we had more funds available to us, would be
desirable. We will be particularly dependent in making decisions upon
information provided by the principals and advisors associated with the
business entity seeking our participation.
No Agreement for Business Combination or Other Transaction--No Standards
for Business Combination. We have no current arrangement, agreement or
understanding with respect to engaging in a business combination with a
specific entity. There can be no assurance that we will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry
or specific business within an industry for evaluation by us. There is no
assurance that we will be able to negotiate a business combination on terms
favorable to us. We have not established a specific length of operating
history or a specified level of earnings, assets, net worth or other
criteria, which we will require a target company to have achieved, or without
which we would not consider a business combination with such business entity.
Accordingly, we may enter into a business combination with a business entity
having no significant operating history, losses, limited or no potential for
immediate earnings, limited assets, negative net worth or other negative
characteristics.
Continued Management Control, Limited Time Availability. While seeking a
business combination, management anticipates devoting only a limited amount
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of time per month to our business. Our sole officer has not entered into a
written employment agreement with us and he is not expected to do so in the
foreseeable future. We have not obtained key man life insurance on our
officer and director. Notwithstanding the combined limited experience and
time commitment of management, loss of the services of this individual would
adversely affect development of our business and our likelihood of continuing
operations.
Conflicts of Interest-General. Our officer and director participates in
other business ventures, which may compete directly with us. Additional
conflicts of interest and non-arms length transactions may also arise in the
future. Management has adopted a policy that we will not seek a business
combination with any entity in which any member of management serves as an
officer, director or partner, or in which they or their family members own or
hold more than 10% ownership interest.
Reporting Requirements May Delay or Preclude Acquisition. Section 13 of
the Securities Exchange Act of 1934 (the "Exchange Act") requires companies
subject thereto to provide certain information about significant acquisitions
including audited financial statements for the company acquired covering one
or two years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target companies to prepare
such financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by us. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
Lack of Market Research or Marketing Organization. We have neither
conducted, nor have others made available to us, market research indicating
that demand exists for the transactions contemplated by us. Even in the event
demand exists for a transaction of the type 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
only one target company. Consequently, our activities will be limited to
those engaged in by the business entity which we merge with 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 Under Investment Company Act. Although we will be subject to
regulation under the Exchange Act, management believes 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 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 such event, we would
be required to register as an investment company and could be expected to
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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 could subject us to material adverse consequences.
Probable Change In Control and Management. A business combination
involving the issuance of our common stock will, in all likelihood, result in
stockholder of a target company obtaining a controlling interest in us. Any
such business combination may require our stockholder to sell or transfer all
or a portion of our common stock held by them. The resulting change in
control will likely result in removal of our present officer and director and
a corresponding reduction in or elimination of his participation in our
future affairs.
Reduction of Percentage Share Ownership Following Business Combination
of The Company. Our primary plan of operation is based upon a business
combination with a business entity, which, in all likelihood, will result in
our issuing securities to stockholder of such business entity. The issuance
of our previously authorized and unissued common stock would result in
reduction in percentage of shares owned by our present stockholder and would
most likely result in a change in control or management.
Taxation. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination we may undertake. Currently,
such 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 the target company and us; however, there can
be no assurance 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.
Possible Reliance Upon Unaudited Financial Statements. We will require
audited financial statements from any business entity that we propose to
acquire. No assurance can be given, however, that audited financials will be
available to us prior to a business combination. In cases where audited
financials are unavailable, we will have to rely upon unaudited information
that has not been verified by outside auditors in making our decision to
engage in a transaction with the business entity. The lack of the type of
independent verification which audited financial statements would provide in
evaluating a transaction with a target company increases our risk.
Additionally we will not have the benefit of full and accurate information
about the financial condition and operating history of the target company.
This risk increases the prospect that a business combination with such a
business entity might prove to be an unfavorable one for us.
Computer Systems Redesigned for Year 2000. Many existing computer
programs use only two digits to identify a year in such program's date field.
These programs were designed and developed without consideration of the
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impact of the change in the century for which four digits will be required to
accurately report the date. If not corrected, many computer applications
could fail or create erroneous results by or following the year 2000 ("Year
2000 Problem"). The companies or governments operating such programs may not
have corrected many of the computer programs containing such date language
problems. It is impossible to predict what computer programs will be
affected, the impact any such computer disruption will have on other
industries or commerce, or the severity or duration of a computer disruption.
We do not have operations and do not maintain computer systems. Before
we enter into any business combination, we may inquire as to the status of
any target company's Year 2000 Problem, the steps such target company has
taken or intends to take to correct any such problem and the probable impact
on such target company of any computer disruption. However, there can be no
assurance that we will not enter into a business combination with a target
company that has an uncorrected Year 2000 Problem or that any planned Year
2000 Problem corrections will be sufficient. The extent of the Year 2000
Problem of a target company may be impossible to ascertain and any impact on
us will likely be impossible to predict.
ITEM 2. PLAN OF OPERATION.
We intend to enter into a business combination with a target company in
exchange for our securities. To date the Company's officer, director,
promoters, their affiliates or associates have not had any preliminary
contact or discussion with, and that to date, there are no present plans,
proposals, arrangements or understandings with any representatives of the
owners of any business or company regarding the possibility of acquisition or
merger transaction contemplated in this filing.
Management anticipates seeking out a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the use of
one or more World Wide web sites and similar methods. No estimate can be made
as to the number of persons who will be contacted or solicited. Management
may engage in such solicitation directly or may employ one or more other
entities to conduct or assist in such solicitation. Management and its
affiliates may pay referral fees to consultants and others who refer target
businesses for mergers into public companies in which management and its
affiliates have an interest. Payments are made if a business combination
occurs, and may consist of cash or a portion of our stock retained by
management and its affiliates, or both.
Our management has entered into a verbal agreement with the firm of
Sperry Young & Stoecklein, to supervise the search for target companies as
potential candidates for a business combination. Sperry Young & Stoecklein,
will receive fees in consideration of its verbal agreement to provide such
services. However such fees cannot be determined at this time as the
magnitude of the services has not been established, and is not likely to be
established until the time of a merger and/or acquisition it at all. Sperry
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Young & Stoecklein will pay as its own expenses any costs it incurs in
supervising the search for a target company. Sperry Young & Stoecklein is not
authorized to enter into any agreement binding us, which can only be done by
action of our officer, director and stockholder, as may be required. The
verbal agreement with Sperry Young & Stoecklein is terminable at will. Sperry
Young & Stoecklein is an affiliate of our management.
We have no full time employees. Our president has agreed to allocate a
portion of his time to our activities, without compensation. The president
anticipates that our business plan can be implemented by his devoting no more
than 10 hours per month to our business affairs and, consequently, conflicts
of interest may arise with respect to the limited time commitment by such
officer.
Management is currently involved with other blank check companies, and
is involved in creating additional blank check companies similar to this one.
A conflict may arise in the event that another blank check company with which
management is affiliated is formed and actively seeks a target company.
Management anticipates that target companies will be located for us and other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, other blank check companies with which
management is or may be affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholder, working capital,
types of authorized securities, or other items. It may be that a target
company may be more suitable for or may prefer a certain blank check company
formed after we were. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check company
regardless of date of formation.
Our Articles of Incorporation provide that we may indemnify our officers
and/or directors for our liabilities, which can include liabilities arising
under the securities laws. Therefore, our assets could be used or attached to
satisfy any liabilities subject to such indemnification.
General Business Plan
Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity, which desires to seek the perceived
advantages of a corporation, which has a class of securities registered under
the Exchange Act. 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. Management anticipates that it will
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 stockholder 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
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markets, to develop a new product or service, or for other corporate
purposes.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered corporation. Such
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, increasing the
opportunity to use securities for acquisitions, providing liquidity for
stockholder and other factors. Business opportunities may be available 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 difficult and complex.
We have, and will continue to have, no capital with which to provide the
owners of business entities with any cash or other assets. However,
management believes we will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a public
company without incurring the cost and time required to conduct an initial
public offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a business
combination for the owners of a target company.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, our officer and director, who is not a professional
business analyst. In analyzing prospective business opportunities, management
may 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 or acceptance of products, services, or
trades; name identification; and other relevant factors. This discussion of
the proposed criteria is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential business
opportunities.
The Exchange Act requires that any merger or acquisition candidate
comply with certain reporting requirements, which include providing audited
financial statements to be included in the reporting filings made under the
Exchange Act. We will not acquire or merge with any company for which audited
financial statements cannot be obtained at or within the required period of
time after closing of the proposed transaction.
We may enter into a business combination with a business entity that
desires to establish a public trading market for its shares. A target company
may attempt to avoid what it deems to be adverse consequences of undertaking
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its own public offering by seeking a business combination with us. Such
consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an
offering, loss of voting control to public stockholder or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.
We will not restrict our search for any specific kind of business
entities, 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 business 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.
Our management, which in all likelihood will not be experienced in
matters relating to the business of a target company, will rely upon its own
efforts in accomplishing our business purposes. Following a business
combination we may benefit from the services of others in regard to
accounting, legal services, underwriting and corporate public relations. If
requested by a target company, management may recommend one or more
underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target company may be
presented to us only on the condition that the services of a consultant or
advisor are continued after a merger or acquisition. Such preexisting
agreements of target companies for the continuation of the services of
attorneys, accountants, advisors or consultants could be a factor in the
selection of a target company.
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. On the
consummation of a transaction, it is likely that the present management and
our stockholder will no longer be in our control. In addition, it is likely
that our officer and director will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and
directors.
It is anticipated 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 our 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, it will be
undertaken by the surviving entity after we have entered into an agreement
for a business combination or have consummated a business combination and we
are no longer considered a blank check company. The issuance of additional
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securities and their potential sale into any trading market which may develop
in our securities may depress the market value of the our securities in the
future if such a market develops, of which there is no assurance.
While the terms of a business transaction to which we may be a party
cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended.
With respect to negotiations with a target company, management expects
to focus on the percentage of the Company which target company stockholder
would acquire in exchange for their stockholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, our stockholder will in all likelihood hold a substantially
lesser percentage ownership interest in the Company following any merger or
acquisition. The percentage of 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 our
stockholder at such time.
We will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.
We will not enter into a business combination with any entity, which
cannot provide audited financial statements at or within the required period
of time after closing of the proposed transaction. We are subject to all of
the reporting requirements included in the Exchange Act. Included in these
requirements is our duty to file audited financial statements as part of or
within 60 days following the due date for filing our Form 8-K which is
required to be filed with the Securities and Exchange Commission within 15
days following the completion of the business combination. If such audited
financial statements are not available at closing, or within time parameters
necessary to insure our compliance with the requirements of the Exchange Act,
or if the audited financial statements provided do not conform to the
representations made by the target company, the closing documents may provide
that the proposed transaction will be voidable at the discretion of our
present management.
Management has orally agreed that it will advance to us any additional
funds, which we need for operating capital and for costs in connection with
searching for or completing an acquisition or merger. Such advances will be
made without expectation of repayment. There is no minimum or maximum amount
management will advance to us. We will not borrow any funds to make any
payments to our management, its affiliates or associates.
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Management has advanced $1,327 to the company for expenses incurred in
the setup of the company.
The Board of Directors has passed a resolution which contains a policy
that the we will not seek a business combination with any entity in which our
officer, director, stockholder or any affiliate or associate serves as an
officer or director or holds an ownership interest greater than ten percent
(10%).
Undertakings and Understandings Required of Target Companies
As part of a business combination agreement, we intend to obtain
certain representations and warranties from a target company as to its
conduct following the business combination. Such representations and
warranties may include (i) the agreement of the target company to make all
necessary filings and to take all other steps necessary to remain a reporting
company under the Exchange Act (ii) imposing certain restrictions on the
timing and amount of the issuance of additional free-trading stock, including
stock registered on Form S-8 or issued pursuant to Regulation S and (iii)
giving assurances of ongoing compliance with the Securities Act, the Exchange
Act, the General Rules and Regulations of the Securities and Exchange
Commission, and other applicable laws, rules and regulations.
A prospective target company should be aware that the market price and
volume of its securities, when and if listed for secondary trading, may
depend in great measure upon the willingness and efforts of successor
management to encourage interest in the Company within the United States
financial community. We do not have the market support of an underwriter that
would normally follow a public offering of our securities. Initial market
makers are likely to simply post bid and asked prices and are unlikely to
take positions in our securities for their own account or customers without
active encouragement and a basis for doing so. In addition, certain market
makers may take short positions in our securities, which may result in a
significant pressure on the market price of our securities. We may consider
the ability and commitment of a target company to actively encourage interest
in its securities following a business combination in deciding whether to
enter into a transaction with such company.
A business combination with us separates the process of becoming a
public company from the raising of investment capital. As a result, a
business combination with us normally will not be a beneficial transaction
for a target company whose primary reason for becoming a public company is
the immediate infusion of capital. We may require assurances from the target
company that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the business
combination. However, it is possible that a target company may give such
assurances in error, or that the basis for such belief may change as a result
of circumstances beyond the control of the target company.
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Prior to completion of a business combination, we will generally
require that we be provided with written materials regarding the target
company containing such items as a description of products, services and
company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing
patents, trademarks, or service marks, or rights thereto; present and
proposed forms of compensation to management; a description of transactions
between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not available,
unaudited financial statements, together with reasonable assurances that
audited financial statements would be able to be produced within a reasonable
period of time not to exceed 75 days following completion of a business
combination; and other information deemed relevant.
Competition
We will remain an insignificant participant among the firms, which
engage in the acquisition of business opportunities. There are many
established venture capital and financial firms which have significantly
greater financial and personnel resources and technical expertise than we do.
In view of our combined extremely limited financial resources and limited
management availability, we will continue to be at a significant competitive
disadvantage compared to our competitors.
ITEM 3. DESCRIPTION OF PROPERTY.
We have no properties and at this time have no agreements to acquire any
properties. We currently use the offices of management at no cost to us.
Management has agreed to continue this arrangement until we complete an
acquisition or merger.
ITEM 4.SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth each person known by us to be the
beneficial owner of five percent or more of our Common Stock, all directors
individually and all directors and officers as a group. Except as noted, each
person has sole voting and investment power with respect to the shares shown.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
Anthony DeMint 5,000,000 100%
241 Paradise Bird St.
Henderson, NV 89014
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has one Director and officer as follows:
<PAGE>
Name Age Positions and Offices Held
Anthony N. DeMint 26 President, Secretary, Treasurer, Director
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.
Set forth below is the name of our director and officer, all positions
and offices held, the period during which he has served as such, and the
business experience during at least the last five years:
Anthony N. DeMint acts as President, Secretary, Treasurer and Director
for the Company. Mr. DeMint has served as an officer and Director of the
Company since inception. Mr. DeMint is also sole officer and Director of
Scientific Fuel Technology, Accessory Specialists, Inc., Rub Investments
Limited, Your Domain.Com, Nothing Corp., Calif Acquisitions, Inc., TourPro
Golf, Inc., Euro Technology Outfitters, Fun For You, Inc., Interbank Capital
Corp., SAVEYOUTIME.COM, INC., Take A Ride, Inc., Tell-A-Tale Incorporated,
Too Late Financial Corporation, Vanity Enterprises, Inc. and YFC 355 Corp
which are also blank check companies. Since 1994, Mr. DeMint has been a
business consultant and has served on the board of directors and as an
officer for several private and public companies. Mr. DeMint currently serves
as President and as a Director of Securities Law Institute, a securities
consulting firm. From 1997-1998, Mr. DeMint was Vice President of operations
and a Director for Worldwide Golf Resources, Inc. From 1995-1997, Mr. DeMint
was Chief Operating Officer, Treasurer and a Director of a publicly held
import and wholesale company, Cutty-Fleet Trading Co., where he managed day-
to-day operations. Mr. DeMint attended Business and Economics school at the
University of Nevada Las Vegas. Mr. DeMint is an affiliate of Sperry Young &
Stoecklein.
Previous And Current Blank Check Companies
The SEC reporting blank check companies that Anthony DeMint serves or
has served as President and Director are listed in the following table:
<TABLE>
Date
Incorporation Name Form Type File # of Filing Status(l)
<S> <C> <C> <C> <C>
Intercontinental
Capital Fund, Inc. 10SB12G 000-27931 04 Nov 99 Merger (2a)
Tele Special.Com 10SB12G 000-28207 19 Nov 99 Merger (2b)
Navitec Group Inc. 10SB12G 000-28225 22 Nov 99 Merger (2c)
Royal Acquisitions, Inc. 10SB12G 000-28713 30 Dec 99 Merger (2d)
LifePlan 10SB12G 000-29033 08 Jan 00 Merger (2e)
Central America Fuel
Technology, Inc. 10SB12G 000-28697 29 Dec 99 Merger (2f)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Scientific Fuel
Technology, Inc. 10SB12G 000-28685 28 Dec 99 Merger (2g)
TourPro Golf, Inc. 10SB12G 000-28569 20 Dec 99 Merger (2h)
J.S.J. Capital Corp, 10SB12G 000-29165 26 Jan 00 Merger (2i)
J.S.J. Capital II, Inc. 10SB12G 000-29189 27 Jan 00 Sold (3)
Accessory Specialists Inc. (4) 10SB12G 000-29353 07 Feb 00 No
Rub Investments Limited (4) 10SB12G 000-29315 03 Feb 00 No
Your Domain.com (4) 10SB12G 000-29317 03 Feb 00 No
Nothing Corp. (4) 10SB12G 000-29399 08 Feb 00 No
Calif Acquisitions, Inc. (4) 10SB12G 000-29345 04 Feb 00 No
Euro Technology Outfitters (4) 10SB12G 000-30009 20 Mar 00 No
Fun For You, Inc. (4) 10SB12G 000-30055 22 Mar 00 No
Interbank Capital Corp. (4) 10SB12G 000-30067 23 Mar 00 No
SAVEYOUTIME.COM, INC. (4) 10SB12G 000-30085 23 Mar 00 No
Take A Ride, Inc. (4) 10SB12G 000-30113 27 Mar 00 No
Tell-A-Tale, Incorporated (4) 10SB12G 000-30131 28 Mar 00 No
Too Late Financial Corporation (4) 10SB12G 000-30149 29 Mar 00 No
Vanity Enterprises, Inc. (4) 10SB12G 000-30169 31 Mar 00 No
YFC 355 Corp (4) 10SB12G 000-30201 03 Apr 00 No
</TABLE>
(1) Under Merger Status "Merger" represents either a merger or an
acquisition has occurred or the company ceased to be a blank check company by
operating specific business a "No" represents that the company is currently
seeking merger or acquisition candidate. More detailed information for each
merger is disclosed in following paragraphs.
(2) (2a) In January 2000 Intercontinental Capital Fund, Inc. merged with
Desert Health Products, Inc. ("DHP") whereby DHP was the surviving
corporation and Intercontinental Capital Fund ceased to exist. DHP was formed
to develop dietary supplement products from natural plant extracts. DHP is
focusing its development efforts on certain plants and plant extracts that
are widely used throughout the United States and Europe to treat a variety of
<PAGE>
diseases and physical conditions. Pursuant to the Plan of Merger, DHP issued
400,000 shares of restricted Common Stock to Anthony N. DeMint in exchange
for the cancellation of Mr. DeMint's 5,000,000 shares of Intercontinental
Capital Fund Common Stock. DHP paid $100,000 in cash to Sperry Young &
Stoecklein, of which Anthony N. DeMint is an affiliate, for legal fees
associated with the merger. Mr. DeMint currently is a non-affiliated
stockholder of DHP. DHP is currently a SEC reporting company under 12(g) of
the Securities and Exchange Act of 1934.
(2b) In January 2000 Tele Special.Com merged with International Brands,
Inc. ("INBR") whereby INBR was the surviving corporation and Tele
Special.Com ceased to exist. INBR is a holding company for various
Internet related companies. Pursuant to the Plan of Merger, INBR issued
25,000 shares of restricted Common Stock to Anthony N. DeMint in
exchange for the cancellation of Mr. DeMint's 5,000,000 shares of Tele
Special.Com Common Stock. INBR paid $150,000 in cash to Sperry Young &
Stoecklein, of which Anthony N. DeMint is an affiliate, for legal fees
associated with the merger. Mr. DeMint currently is a non-affiliated
stockholder of INBR. INBR is currently a SEC reporting company under
12(g) of the Securities and Exchange Act of 1934.
(2c) In February 2000 Navitec Group, Inc. merged with Worldnet
Resources Group, Inc. ("WRGI") whereby WRGI was the surviving
corporation and Navitec Group, Inc. ceased too exist. WRGI is a holding
company for various Internet related companies. Pursuant to the Plan of
Merger, WRGI issued 2,083 shares of restricted Common Stock to Anthony
N. DeMint in exchange for the cancellation of Mr. DeMint's 5,000,000
shares of Tele Special.Com Common Stock. WRGI paid $150,000 in cash to
Sperry Young & Stoecklein, of which Anthony N. DeMint is an affiliate,
for legal fees associated with the merger. Mr. DeMint currently is a non-
affiliated stockholder of WRGI. WRGI is currently a SEC reporting
company under 12(g) of the Securities and Exchange Act of 1934.
(2d) In March 2000 Royal Acquisitions, Inc. merged with zebramart.Com,
Inc. ("ZMRT") whereby ZMRT was the surviving corporation and Royal
Acquisitions, Inc. ceased too exist. ZMRT the internet's premier luxury
shopping club, offers upscale contemporary merchandise in a variety of
lifestyle categories. Pursuant to the Plan of Merger, ZMRT issued
2,000,000 shares of restricted Common Stock to Anthony N. DeMint in
exchange for the cancellation of Mr. DeMint's 5,000,000 shares of Royal
Acquisitions, Inc. Common Stock. ZMRT paid $200,000 in cash to Sperry
Young & Stoecklein, of which Anthony N. DeMint is an affiliate, for
legal fees associated with the merger. Mr. DeMint currently is a non-
affiliated stockholder of ZMRT. ZMRT is currently a SEC reporting
company under 12(g) of the Securities and Exchange Act of 1934.
(2e) In March 2000 LifePlan, merged with HIV-VAC, INC. ("HIVC") whereby
HIVC was the surviving corporation and LifePlan ceased too exist. HIVC
is an Internet premier luxury shopping club, offers upscale contemporary
merchandise in a variety of lifestyle categories. Pursuant to the Plan
of Merger, HIVC issued 100,000 shares of restricted Common Stock to
Anthony N. DeMint in exchange for the cancellation of Mr. DeMint's
<PAGE>
10,000,000 shares of LifePlan Common Stock. Mr. DeMint currently is a
non-affiliated stockholder of HIVC. HIVC is currently a SEC reporting
company under 12(g) of the Securities and Exchange Act of 1934.
(2f) In March 2000 Central America Fuel Technology, Inc. merged with
Presidents Telecom, Inc. ("PRTE") whereby PRTE was the surviving
corporation and Central America Fuel Technology, Inc. ceased too exist.
PRTE establishes satellite communications world wide to Costa Rican
companies. Pursuant to the Plan of Merger, PRTE issued 5,000 shares of
restricted Common Stock to Anthony N. DeMint in exchange for the
cancellation of Mr. DeMint's 10,000,000 shares of Central America Fuel
Technology, Inc. Common Stock. Mr. DeMint currently is a non-affiliated
stockholder of PRTE. PRTE is currently a SEC reporting company under
12(g) of the Securities and Exchange Act of 1934.
(2g) In March 2000 Scientific Fuel Technology, Inc. merged with
Vertical Computers Systems, Inc. ("VCSY") whereby Vertical Computers
Systems, Inc. was the surviving successor corporation and Scientific
Fuel Technology, Inc. ceased to exist. VCSY is a multi-lingual portal
and Internet solutions provider for foreign countries, developing
nations and regions of the world where access and content is limited.
Pursuant to the Plan of Merger, VCSY issued 2,000,000 shares of
restricted Common Stock to Anthony N. DeMint in exchange for the
cancellation of Mr. DeMint's 10,000,000 shares of Scientific Fuel
Technology, Inc. Common Stock. Mr. DeMint currently is a non-affiliated
stockholder of VCSY. VCSY is currently a SEC reporting company under
12(g) of the Securities and Exchange Act of 1934.
(2h) In March 2000 TourPro Golf, Inc. merged with Mirage Computers,
Inc. whereby Mirage Computers, Inc.("Mirage") was the surviving
successor corporation and TourPro Golf, Inc. ceased to exist. Mirage is
in the business of acquiring and developing a group of synergistic
technology related companies, which will share customer databases,
administration and marketing costs. Pursuant to the Plan of Merger,
MMTG issued 150,000 shares of restricted Common Stock to Anthony N.
DeMint in exchange for the cancellation of Mr. DeMint's 4,800,000 shares
of TourPro Golf, Inc. Common Stock. Mr. DeMint currently is a non-
affiliated stockholder of MMTG. MMTG is currently a SEC reporting
company under 12(g) of the Securities and Exchange Act of 1934.
Concurrent with the merger Mirage changed its name to Mega Micro
Technologies Group.
(2i) In April 2000 J.S.J. Capital Corp. merged with High Speed Net
Solutions, Inc. ("HSNS")whereby HSNS was the surviving successor
corporation and J.S.J. Capital Corp. Inc. ceased to exist. HSNS is in
the business of delivering audio, video and graphics content and
advertising over the Internet. Pursuant to the Plan of Merger, HSNS
issued 50,000 shares of restricted Common Stock to Anthony N. DeMint in
exchange for the cancellation of Mr. DeMint's 672,000 shares of J.S.J.
Capital Corp. Common Stock. Mr. DeMint currently is a non-affiliated
<PAGE>
stockholder of HSNS. HSNS is currently a SEC reporting company under
12(g) of the Securities and Exchange Act of 1934.
(3) In May Anthony DeMint acquired 672,000 shares of J.S.J. Capital II, Inc.
for $175,000 in cash.
In July 2000 Anthony DeMint resigned as sole Officer and Director of
J.S.J. Capital II, Inc. and sold 100% of his shares in the Company for
$175,000.
(4) On the 60th day of the filing, each company becomes subject to the
reporting requirements under the Securities Exchange Act of 1934, unless
accelerated by the SEC, at the request of the company.
Conflicts of Interest
Our officer and director may organize other companies of a similar
nature and with a similar purpose as us. Consequently, there are potential
inherent conflicts of interest in acting as our officer and director. Insofar
as the officer and director are engaged in other business activities,
management anticipates that he will devote only a minor amount of time to our
affairs. We do not have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may relate
to our proposed business operations.
A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target company.
It is anticipated that target companies will be located for us and other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, any blank check companies with which
management is, or may be, affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholder, working capital,
types of authorized securities, or other items. It may be that a target
company may be more suitable for or may prefer a certain blank check company
formed after us. In such case, a business combination might be negotiated on
behalf of the more suitable or preferred blank check company regardless of
date of formation.
Mr. DeMint may have demands placed on his time, which will detract from
the amount of time he is able to devote to us. Mr. DeMint intends to devote
as much time to our activities as required. However, should such a conflict
arise, there is no assurance that Mr. DeMint would not attend to other
matters prior to ours. Mr. DeMint projects that initially up to ten hours per
month of his time may be spent locating a target company which amount of time
would increase when the analysis of, and negotiations and consummation with,
a target company are conducted.
The terms of business combination may include such terms as are
negotiated by Mr. DeMint, remaining a director or officer of the Company,
and/or the consulting firm retained by management. The terms of a business
combination may provide for a payment by cash or otherwise to Mr. DeMint for
<PAGE>
the purchase or retirement of all or part of his common stock by a target
company or for services rendered incident to or following a business
combination. Mr. DeMint would directly benefit from such employment or
payment. Such benefits may influence Mr. DeMint's choice of a target company.
We may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to us where that referral
results in a business combination. No finder's fee of any kind will be paid
by us to management or our promoters or to there associates or affiliates. No
loans of any type have, or will be, made by us to management or our promoters
of or to any of their associates or affiliates.
We will not enter into a business combination, or acquire any assets of
any kind for our securities, in which our management or any affiliates or
associates have a greater than 10% interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of us could result in liability of management to us. However, any
attempt by stockholder to enforce a liability of management to us would most
likely be prohibitively expensive and time consuming.
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, management believes the 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 we engage in business combinations which result in
us holding passive investment interests in a number of entities we could be
subject to regulation under the Investment Company Act of 1940. In such
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. Any violation of
such Act would subject us to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
On January 18, 2000 our officer and director received 5,000,000 shares
of its $.001 par value common stock for services of $5,000. Our officer and
director anticipates receiving benefits as a beneficial stockholder of the
company and, possibly, in other ways.
We have not adopted any retirement, pension, profit sharing, stock
option or insurance programs or other similar programs for the benefit of our
officer or director.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
<PAGE>
We have issued a total of 5,000,000 shares of Common Stock to the
following persons for a total of $5,000 in services:
Name Number of Total Shares Consideration
Anthony N. DeMint 5,000,000 $5,000
Anthony N. DeMint is the President, Secretary, Treasurer, and sole
Director for the Company. The total number of shares were issued to Mr.
DeMint in exchange for services rendered to the Company, in lieu of cash.
ITEM 8. DESCRIPTION OF SECURITIES.
Our authorized capital stock consists of 20,000,000 shares of Common
Stock, par value $.001 per share of which 5,000,000 shares are issued and
outstanding. We have authorized 5,000,0000 of Preferred Stock, par value
$.001 per share of which there are no preferred shares have been issued. The
following statements relating to the capital stock set forth the material
terms of our securities; however, reference is made to the more detailed
provisions of, and such statements are qualified in their entirety by
reference to, the Articles of Incorporation and the Bylaws, copies of which
are filed as exhibits to this registration statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholder. Holders of common
stock do not have cumulative voting rights. Holders of common stock are
entitled to share ratably in dividends, if any, as may be declared from time
to time by the Board of Directors in its discretion from funds legally
available therefore. In the event of our liquidation, dissolution or winding
up, the holders of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of the outstanding
shares of common stock are fully paid and non-assessable.
Holders of common stock have no preemptive rights to purchase our common
stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.
Preferred Stock
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate if
applicable, pursuant to the applicable law of Nevada, to establish from time
to time the number of shares to be included in each such series, and to fix
the designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the stockholder. Any shares of preferred stock
so issued would have priority over the common stock with respect to dividend
or liquidation rights. Any future issuance of preferred stock may have the
effect of delaying, deferring or preventing a change in our control of
without further action by the stockholder and may adversely affect the voting
<PAGE>
and other rights of the holders of common stock. At present, we have no
plans to issue any preferred stock nor adopt any series, preferences or other
classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might
impede a business combination by including class voting rights that would
enable the holder to block such a transaction, or facilitate a business
combination by including voting rights that would provide a required
percentage vote of the stockholder. In addition, under certain
circumstances, the issuance of preferred stock could adversely affect the
voting power of the holders of the common stock. Although the Board of
Directors is required to make any determination to issue such stock based on
its judgment as to the best interests of the our stockholder, the Board of
Directors could act in a manner that would discourage an acquisition attempt
or other transaction that some, or a majority, of the stockholder might
believe to be in their best interests or in which stockholder might receive a
premium for their stock over the then market price of such stock. The Board
of Directors does not at present intend to seek stockholder approval prior to
any issuance of currently authorized stock, unless otherwise required by law
or stock exchange rules. We have no present plans to issue any preferred
stock.
Dividends
Dividends, if any, will be contingent upon our revenues and earnings, if
any, capital requirements and financial conditions. The payment of dividends,
if any, will be within the discretion of our Board of Directors. We presently
intend to retain all earnings, if any, for use in our business operations and
accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination.
Trading of Securities in Secondary Market
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which
file reports under Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this Registration Statement, we will be required to, and
will, file reports under Section 13 of the Exchange Act. As a result, sales
of our common stock in the secondary market by the holders thereof may then
be made pursuant to Section 4(l) of the Securities Act (sales other than by
an issuer, underwriter, affiliate or broker). Since all of our securities
are currently held by Anthony DeMint, our sole Officer and Director, none of
our shares would be available for resale.
Following a business combination, a target company will normally wish to
list our common stock for trading in one or more United States markets. The
target company may elect to apply for such listing immediately following the
business combination or at some later time.
<PAGE>
In order to qualify for listing on the NASDAQ SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
stockholder and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the
NASDAQ SmallCap Market, a company must have at least (i) net tangible assets
of $2,000,000 or market capitalization of $35,000,000 or net income for two
of the last three years of $500,000; (ii) a public float of 500,000 shares
with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two
market makers; and (v) 300 stockholder.
If, after a business combination, we do not meet the qualifications for
listing on the NASDAQ SmallCap Market, we may apply for quotation of our
securities on the NASD Over-The-Counter Bulletin Board. In certain cases we
may elect to have our securities initially quoted in the "pink sheets"
published by the National Quotation Bureau, Inc.
Transfer Agent
It is anticipated that we will act as our own transfer agent for our
common stock.
GLOSSARY
"Blank Check" Company As defined in Section 7(b)(3) of the
Securities Act, a "blank check" company is a
development stage company that has no
specific business plan or purpose or has
indicated that its business plan is to engage
in a merger or acquisition with an
unidentified company or companies and is
issuing "penny stock" securities as defined
in Rule 3a51-1 of the Exchange Act.
Business Combination Normally a merger, stock-for-stock exchange
or stock-for-assets exchange between the
Registrant and a target company.
The Company or the Registrant. The corporation whose common stock is the
subject of this Registration Statement.
Exchange Act The Securities Exchange Act of
1934, as amended.
"Penny Stock" Security As defined in Rule 3a51-1 of the Exchange
Act, a "penny stock" security is any equity
security other than a security (i) that is a
reported security (ii) that is issued by an
investment company (iii) that is a put or
call issued by the option Clearing
Corporation (iv) that has a price of $5.00 or
<PAGE>
more (except for purposes of Rule 419 of the
Securities Act) (v) that is registered on a
national securities exchange (vi) that is
authorized for quotation on the NASDAQ Stock
Market, unless other provisions of Rule
3a51-1 are not satisfied, or (vii) that is
issued by an issuer with (a) net tangible
assets in excess of $2,000,000, if in
continuous operation for more than three
years or $5,000,000 if in operation for less
than three years or (b) average revenue of at
least $6,000,000 for the last three years.
Securities Act The Securities Act of 1933, as amended.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) Market Price. There is no trading market for our Common Stock at
present and there has been no trading market to date. There is no assurance
that a trading market will ever develop or, if such a market does develop,
that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9, which
establishes the definition of a "penny stock," for purposes relevant to the
company, 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 to 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 stocks in both public offerings 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.
<PAGE>
(B) Holders. There is one holder of our Common Stock. The issued and
outstanding shares of our Common Stock were issued in accordance with the
exemptions from registration afforded by Section 4(2) of the Securities Act
of 1933 promulgated there under.
(C) Dividends. We have not paid any dividends to date, and have no
plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against us.
ITEM 3.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
We have not changed accountants since our formation and there are no
disagreements with the findings of our accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Since inception, we have not sold any securities.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers and each person who serves at our
request as our officer or director. Indemnification for a director is
mandatory and indemnification for an officer, agent or employee is
permissive. We will indemnify such individuals against all costs, expenses
and liabilities incurred in a threatened, pending or completed action, suit
or proceeding brought because such individual is our director or officer.
Such individual must have conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, our best interest. In a
criminal action he must not have had a reasonable cause to believe his
conduct was unlawful. This right of indemnification shall not exclusive of
other rights the individual is entitled to as a matter of law or otherwise.
We will not indemnify an individual adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative action
is limited to reasonable expenses incurred in connection with the proceeding.
Also, we are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.
Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that
he has met the appropriate standards of conduct and he will repay the advance
if he is judged not to have met the standard of conduct.
<PAGE>
Insofar as indemnification for liabilities arising under the securities act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the company pursuant to the foregoing provisions, it is the
opinion of the securities and exchange commission that such indemnification
is against public policy as expressed in the act and is therefore
unenforceable.
<PAGE>
PART F/S
FINANCIAL STATEMENTS.
Set forth below are our audited financial statements from inception
January 18, 2000 and ending January 20, 2000. The following financial
statements are attached to this report and filed as a part thereof.
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET F-2
STATEMENT OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' EQUITY F-4
STATEMENT OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6-F-7
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors January 21, 2000
TAC ASSET CORP.
Las Vegas, Nevada
I have audited the Balance Sheet of TAC ASSET CORP., (A Development
Stage Company), as of January 20, 2000, and the related Statements of
Operations, Stockholders' Equity and Cash Flows for the period January 18,
2000, (inception) to January 20, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of TAC ASSET CORP.,
(A Development Stage Company), at January 20, 2000, and the results of its
operations and cash flows for the period January 18, 2000, (inception) to
January 20, 2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
TAC ASSET CORP.
(A Development Stage Company)
January 20, 2000
BALANCE SHEET
ASSETS
<S> <C>
CURRENT ASSETS $ 0
-------------------
TOTAL CURRENT ASSETS $ 0
-------------------
OTHER ASSETS $ 0
-------------------
TOTAL OTHER ASSETS $ 0
-------------------
TOTAL ASSETS $ 0
===================
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
CURRENT LIABILITIES
Officers Advances (Note #6) $ 1,167
------------------
TOTAL CURRENT LIABILITIES $ 1,167
------------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
authorized 5,000,000 shares
issued and outstanding at
January 20, 2000-None $ 0
Common stock, $.001 par value,
authorized 20,000,000 shares;
issued and outstanding at
January 20, 2000-5,000,000 shares $ 5,000
Additional paid-in capital 0
Deficit accumulated during
development stage (6,167)
-------------------
TOTAL STOCKHOLDER'S EQUITY $ (1,167)
-------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 0
====================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
TAC ASSET CORP.
(A Development Stage Company)
January 18, 2000,(Inception) to January 20, 2000
STATEMENT OF OPERATIONS
<S> <C>
INCOME
Revenue $ 0
--------------------
EXPENSE
General and
Administrative $ 5,885
Organization Cost Expense 282
--------------------
TOTAL EXPENSES $ 6,167
--------------------
NET LOSS $ (6,167)
============
Net Loss
Per Share $ (.0012)
============
Weighted average
number of common
shares outstanding 5,000,000
=============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
TAC ASSET CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
Additional during
Common Stock paid-in development
Capital stage
Shares Amount
---------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
January 18, 2000
issued for services 5,000,000 $ 5,000 $ 0 $ 0
Net loss, January
18, 2000 (inception)
to January 20, 2000 (6,167)
---------- ----------- ---------- -------------
---- --- ------ -------
Balance,
January 20, 2000 5,000,000 $ 5,000 $ 0 $ (6,167)
======== ======== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
TAC ASSET CORP.
(A Development Stage Company)
January 18, 2000,(Inception) to January 20, 2000
STATEMENT OF CASH FLOWS
<S> <C>
Cash Flows from
Operating Activities
Net loss $ (6,167)
Amortization 282
Issue common stock for services 5,000
Changes in assets and
Liabilities
Officers Advances 1,167
---------------------
Net cash used in
operating activities $ 282
Cash Flows from
Investing Activities 0
Organization Costs (282)
Cash Flows from
Financing Activities 0
------------------------
Net increase in cash $ 0
Cash,
beginning of period 0
-----------------------
Cash,
end of period $ 0
==============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
TAC ASSET CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 20, 2000
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 18, 2000, under the laws of the State
of Nevada, as TAC ASSET CORP. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.
On January 18, 2000, the Company issued 5,000,000 shares of its $.001
par value common stock for services of $5,000.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-511), Reporting on
the Costs of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. SOP
98-5 is effective for fiscal years beginning after December 15, 1998, with
initial adoption reported as the cumulative effect of a change in accounting
principle. With the adoption of SOP 98-5, there has been little or no effect
on the Company's financial statements.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the 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 has no current source of
revenue. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating company.
<PAGE>
TAC ASSET CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
January 20, 2000
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to issue any additional
shares of common or preferred stock of the Company.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company, an officer of the Company has advanced funds
on behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
Exhibit
Number Description
(3)(i) Articles of Incorporation
(a) Articles of Incorporation
(3)(ii) Bylaws
(a) Bylaws
(4) Instrument defining the rights of security holders:
(a) Articles of Incorporation
(b) Bylaws
(c) Stock Certificate Specimen
(24) Consent of expert
(a) Auditors
(27) Financial Data Schedule
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.
TAC ASSET CORP.
By:/s/ Anthony N. DeMint
Anthony N. DeMint, Director and President
September 20, 2000
Las Vegas, NV
