<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
CORK ACQUISITION CORP.
(Name of Small Business Issuer in its charter)
Delaware 33-0889195
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2600 Michelson Drive, Suite 490
Irvine, California 92612
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE
(949) 475-9600
(950) SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- ------------------- -------------------------------
None N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(TITLE OF CLASS)
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PART 1
ITEM 1. DESCRIPTION OF BUSINESS
Cork Acquisition Corp., a Delaware corporation (the "Company"), was
incorporated as a blank check company on April 21, 1997. The Company's
administrative offices are located at 2600 Michelson Drive, Suite 490, Irvine,
California 92612; telephone (949) 475-9600. To date, the Company has not engaged
in business and has had no revenues or significant assets. To date, the
Company's activities have been its organization and the preparation of this
Registration Statement. The Company plans to attempt to acquire an equity
interest in or assets of an operating business to be thereafter operated by the
Company or a subsidiary of the Company.
GENERAL
The Company was organized in April 1997 for the purpose of listing its
securities on an electronic stock exchange and then acquiring an interest in a
suitable operating business, which may include assets or shares of another
entity to be acquired by the Company directly or through a subsidiary. The
Company is newly formed and has no assets, revenues or operations. The Company
and companies of this sort are commonly referred to as "blank check companies"
or "public shell corporations" and the transactions through which public shell
corporations acquire an interest in a suitable operating business are commonly
referred to as "shell reorganizations." Management believes that certain
privately held businesses are interested in "going public" through a shell
reorganization for a variety of reasons. In the opinion of management, the most
common motivation is the belief that the private business' reconstitution as a
publicly traded corporation will aid the business in obtaining private equity
capital on the theory that investors are more interested in purchasing equity
securities for which a public market exists.
In selecting a suitable business opportunity, management of the Company
intends to focus on the potential for future profits and strength of current
operating management of the business opportunity. Management believes that the
greatest potential lies in technology and goods or products-related industries,
rather than principally service industries. Nevertheless, this shall not
preclude any other category of business or industry to be investigated and
evaluated by the Company as opportunities arise.
The Company will conduct its own investigation to identify a business
it can acquire, as follows. After selecting a potential acquisition candidate,
management may prepare a business plan using its general experience and business
acumen, or hire consultants to prepare analyses of the business' capital,
production, marketing, labor and other related requirements. To date, management
has conducted no investigations of any business or company nor has it met with
representatives of any company or business. There can be no assurance that
management of the Company will ever be able to locate a suitable business
opportunity interested in reorganizing with the Company or that management has
the requisite experience to recognize and understand a business operation that
would benefit the Company. In the event that management is able to locate what
it considers to be a suitable business opportunity, there can be no assurance
that such business will be successful.
Management believes that the reorganization of the Company with a
suitable operating business will be in the form of a stock-for-stock exchange
conducted pursuant to a written stock purchase agreement. Management intends to
pursue a structure that will provide for a tax free reorganization under
Sections 355 and 368 of the Internal Revenue Code of 1986, as amended.
Management expects that the terms of the stock purchase agreement will require
the owners of the operating business to transfer the entire equity ownership of
the business opportunity to the Company in exchange for the Company's issuance
of a large block of its Common Stock to the owners of the operating business.
The Company expects that the owners of the business opportunity will receive a
block of stock that equals 90% to 95% of the issued and outstanding shares of
the Common Stock of the Company after giving effect to the close of the
stock-for stock exchange, depending on the qualities and strengths of the
business opportunity. The Company expects that immediately after the close of
the stock-for-stock exchange, the existing directors and officers of the Company
will resign and that a new slate of officers and directors nominated by the
former owners of the operating business will be appointed.
A reorganization between a non-operating shell corporation, such as the
Company, and an operating business which results in the former shareholders of
the operating business having control of the combined company after the
reorganization will be deemed to be a recapitalization for accounting purposes
in which the operating company's assets and liabilities are recorded at cost.
In summary, after giving effect to the expected terms of a proposed
shell reorganization with a suitable business opportunity, the Company will
stand as the publicly-listed holding corporation for the business opportunity,
which will be wholly-owned by the Company. The present shareholders of the
Company, as a group, will own approximately 5% to 10% of the issued and
outstanding shares of Common Stock of the Company (with the other 90% to 95%
held by the former owners of the operating business), and the officers and
directors of the Company will consist exclusively of those persons nominated by
the former owners of the operating business, presumably the same persons that
served in similar positions with the pre-reorganization operating business.
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INVESTORS IN THE COMPANY ARE CAUTIONED AND SHOULD BE AWARE THAT MANAGEMENT OF
THE COMPANY, ACTING IN COMPLIANCE WITH THE BYLAWS OF THE COMPANY AND DELAWARE
GENERAL CORPORATION LAW, INTENDS TO STRUCTURE ANY REORGANIZATION WITH AN
OPERATING BUSINESS IN A MANNER THAT WILL ALLOW THE BOARD OF DIRECTORS OF THE
COMPANY TO APPROVE THE SELECTION OF THE OPERATING BUSINESS AND ALL OF THE TERMS
OF THE REORGANIZATION, INCLUDING THE APPOINTMENT OF THE SUCCESSOR OFFICERS AND
DIRECTORS, WITHOUT THE NEED OR REQUEST FOR SHAREHOLDER APPROVAL. SEE "RISK
FACTORS," BELOW.
As of the date of this Registration Statement, the Company has no
agreements, understandings or arrangements concerning its acquisition or
potential acquisition of a specific business opportunity. If the Company enters
into any agreements, understandings or arrangements prior to the effectiveness
of this Registration Statement, it will file an appropriate amendment to this
Registration Statement for purposes of disclosing terms of the transaction. Upon
the effectiveness of this Registration Statement, the Company will become
subject to the periodic reporting requirements of Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"). These requirements will
oblige the Company to file with the Commission specified information regarding
companies with which the Company may merge or reorganize, including audited
financial statements for any acquired companies covering one or two years
depending on the relative size of the acquisition. The financial statement
requirements imposed by the Exchange Act will necessarily limit the Company's
pool of candidates with which it may merge or reorganize to those entities with
the proper audited financial statements.
There is no assurance that management can find a suitable prospect, or
that it has the requisite experience to recognize and understand a business
operation that would benefit the Company.
COMPETITION
Numerous large, well-financed operating companies with large cash
reserves are engaged in the acquisition of companies and businesses. In
addition, the Company will compete with numerous companies identical to the
Company in that they are blank check companies with a class of stock registered
with the SEC. The Company has no way to distinguish itself from these other
blank check companies. The Company expects competition to be intense for
available target businesses.
EMPLOYEES
The Company has only two employees at the present time, Danilo
Cacciamatta, the Company's Chief Executive Officer and Desmond Allen, the
Company's Secretary. The Company does not contemplate hiring anyone until a
business is acquired. Mr. Cacciamatta and Mr. Allen intend to devote no more
than 10% of their time to the Company's affairs.
THE INVESTMENT COMPANY ACT OF 1940
The Company's business plan may involve changes in its capital
structure, management, control and business. These activities may be regulated
by the Investment Company Act of 1940 ("Investment Act"). The Company will
attempt to avoid this regulatory jurisdiction to preclude costly and restrictive
registration and other provisions of the Investment Act.
The Investment Act excludes from the effects of the Act entities which
have not conducted a public offering and which do not have in excess of 99
shareholders. The Company believes that it presently complies with this
exclusion and that it will continue to do so until such time as it acquires a
business opportunity, at which time the Company should no longer be potentially
subject to the Investment Act. The Company intends to operate in a manner which
will maintain its exclusion from the "investment company" category.
RISK FACTORS
AN INVESTMENT IN THE SECURITIES OF THE COMPANY PRESENTS CERTAIN
MATERIAL RISKS TO INVESTORS. ANY INVESTOR IN THE COMPANY IS ENCOURAGED TO
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE PURCHASING THE SECURITIES OF THE
COMPANY.
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1. SHELL CORPORATION. This type of company is commonly called a "shell"
corporation because the company does not have any assets or operations and has
been formed for the specific purpose of acquiring all or substantially all of
the ownership of an existing business. These transactions are consummated by
issuing or transferring large blocks of the Company's equity shares to the
principals of the business that is acquired. Any such issuance will involve
significant dilution in the equity interest in the Company held by the
pre-reorganization shareholders of the Company with the result that the
pre-reorganization shareholders of the Company will have a substantially lower
aggregate interest in the outstanding shares of the Company after giving effect
to the reorganization. See, "Description of Business."
Prospective investors should be aware that privately-held companies
often times merge or reorganize with a public shell as a means of "going-public"
without having to incur the time, expense and disclosure obligations normally
associated with the going-public process. Unlike an investment in an operating
business, in the event the Company merges with a privately-held company,
investors prior to the disclosure of the merger candidate will not have had the
benefit of receiving disclosure of such company's operations and financial
condition prior to making their investment. See, "Description of Business."
Prospective investors should also be aware that management of the
Company, acting in compliance with the Bylaws of the Company and Delaware
General Corporation Law, intends to structure any reorganization with an
operating business in a manner that will allow the Board of Directors of the
Company to approve the selection of the operating business and all of the terms
of the reorganization, including the appointment of the successor officers and
directors, without the need or request for shareholder approval. See,
"Description of Business."
2. RISK OF PROPOSED NEW BUSINESS; LACK OF ASSETS, REVENUES OR
OPERATIONS. The Company has no assets, revenues or operations. The Company was
originally capitalized with $500 in April 1997 and since then management of the
Company (who also are the controlling shareholders of the Company) have
contributed an additional $229 to the capital of the Company. Management expects
that the Company's working capital requirements will be nominal and will be
satisfied through additional capital contributions by management as required.
However, management is under no obligation to continue to make capital
contributions to the Company. Should management fail to make additional capital
contributions as required, the Company may not be able to conduct an acquisition
of an operating company. The report of the Company's independent auditors on the
Company's 1999 financial statements includes a qualification regarding the
Company's ability to continue as a going concern. In its report, the Company's
independent auditors state that the Company needs an additional capital infusion
in order to fund current expenditures, acquire business opportunities and
achieve profitable operations, and that such factors raise substantial doubt
about the Company's ability to continue as a going concern.
3. RELIANCE ON MANAGEMENT. The Company is dependent on its officers and
directors' personal abilities to evaluate business opportunities that may be
presented in the future. Since management has not identified a proposed business
or industry in which it will search for an acquisition target, it is unlikely
that management will have any prior experience in the technical aspects of the
industry or the business within that industry which may be acquired. See,
"Description of Business" and "Management."
4. MINIMAL TIME COMMITMENT OF MANAGEMENT. The current officers and
directors engage in other activities and will devote less than 10% of their time
to the Company. See, "Management."
5. CONTROL BY PRESENT SHAREHOLDERS. Management of the Company presently
owns approximately 83.6% of the outstanding Common Stock of the Company.
Therefore, until such time as the Company acquires an operating business,
management of the Company will have the power to elect all of the Company's
Board of Directors, amend the Company's Certificate of Incorporation, and
approve a merger, consolidation with another company or sale of all or
substantially all of the Company's assets. See, "Principal Shareholders" and
"Description of Securities."
6. PREFERRED STOCK. The Company is authorized to issue 10,000,000
shares of $.001 par value preferred stock ("Preferred Stock"). The Preferred
Stock may be issued from time to time in one or more series, and the Board of
Directors, without action by the holders of the Common Stock, may fix or alter
the voting rights, redemption provisions, (including sinking fund provisions),
dividend rights, dividend rates, liquidation preferences, conversion rights and
any other rights preferences, privileges and restrictions of any wholly unissued
series of Preferred Stock. The Board of Directors, without stockholder approval,
can issue shares of Preferred Stock with rights that could adversely affect the
rights of the holders of Common Stock. No shares of Preferred Stock presently
are outstanding, and the Company has no present plans to issue any such shares.
The issuance of shares of Preferred Stock could adversely affect the voting
power and other rights of the holders of Common Stock and could have the effect
of delaying, deferring or preventing a change in control of the Company or other
corporate action.
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7. COMPETITION. Numerous large, well-financed firms with large cash
reserves are engaged in the acquisition of companies and businesses. The Company
expects competition to be intense for available target businesses.
8. LACK OF FACILITIES. The Company's office is located within a suite
of offices leased by the accounting firm employing the Company's Chief Executive
Officer. The use of the facilities is provided to the Company at no charge and
the Company does not intend to rent other office space until an acquisition
target business is identified and acquired. The lack of any separate facilities
for the Company's operations may work to the Company's future detriment. See,
"Property."
9. POTENTIAL SALES PURSUANT TO RULE 144. All 500,000 shares of Common
Stock currently outstanding are "restricted securities" as that term is defined
in Rule 144 promulgated under the Securities Act of 1933, as amended. In
addition, all 500,000 shares of Common Stock are eligible for resale under Rule
144. In general, under Rule 144 a person (or persons whose shares are
aggregated) who has satisfied a one-year holding period may, under certain
circumstances, sell within any three month period, a number of shares which does
not exceed the greater of 1% of the then outstanding shares of Common Stock, or
the average weekly trading volume during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who is not an affiliate of the
Company and who has satisfied a two-year holding period.
The Company is unable to predict the effect that sales of the Company's
securities under Rule 144 or otherwise, may have on the then prevailing market
price of the Common Stock; it can be expected, however, that the sale of any
substantial number of shares of Common Stock would have a depressive effect on
the market price of the Common Stock.
10. MARKET FOR THE COMMON STOCK OF THE COMPANY. As of the date of this
Registration Statement, there is no market for the securities of the Company.
Upon the effectiveness of this Registration Statement, the Company intends to
apply for a listing of its Common Stock on the OTC Bulletin Board. There can be
no assurance, however, that the OTC Bulletin Board will approve the listing
application or, if the application is approved, that a market will develop for
the Common Stock of the Company. In the event that the Company's listing
application is approved, management believes that the market for the Common
Stock of the Company will be thinly traded, if traded at all, until such time as
the Company acquires an operating business.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATIONS
The Company was organized in April 1997 for the purpose of listing its
securities on an electronic stock exchange and then acquiring an interest in a
suitable operating business, which may include assets or shares of another
entity to be acquired by the Company directly or through a subsidiary. The
Company has not yet engaged in business and has had no revenues. As of December
31, 1999, the Company had no assets or liabilities. The Company was originally
capitalized with $500 in April 1997 and since then management of the Company
(who also are the controlling shareholders of the Company) have contributed an
additional $229 to the capital of the Company. The Company's plan of operations
over the next 12 months is to search for a suitable acquisition candidate. The
Company does not expect to hire any additional employees until such time as an
operating company is acquired. Management believes that the Company will require
an additional $1,000 over the next 12 months in order to satisfy its working
capital requirements. The Company expects to acquire such additional funds from
contributions to capital by management. However, management is under no
obligation to conduct additional capital contributions and there can be no
assurance management will do so. In the event management fails to conduct
additional contributions to capital, it is unlikely that the Company will be
able to obtain required funds from other sources.
FORWARD LOOKING STATEMENTS
This Registration Statement contains forward-looking statements that
are based on the Company's beliefs as well as assumptions made by and
information currently available to the Company. When used in this Registration
Statement, the words "believe," "endeavor," "expect," "anticipate," "estimate,"
"intends," and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions which described in Part I, Item 1, Description of Business - Risk
Factors," above. Should one or more of those risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, or projected. The Company cautions
potential investors not to place undue reliance on any such forward-looking
statements all of which speak only as of the date made.
ITEM 3. DESCRIPTION OF PROPERTY
Through an oral agreement with Danilo Cacciamatta, Chief Executive
Officer of the Company, the Company's operations are located at 2600 Michelson
Drive, Suite 490, Irvine, California 92612. The Company's office is located
within a suite of offices leased by the accounting firm owned by Mr.
Cacciamatta. There is no rental charge to the Company for office space,
equipment rental or phone usage. The Company does not anticipate acquiring
separate office facilities until such time as a business has been acquired by
the Company.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock as of the date of this
Registration Statement by (i) each person who is known by the Company to be the
beneficial owner of more than five percent (5%) of the issued and outstanding
shares of Common Stock, (ii) each of the Company's directors and executive
officers and (iii) all directors and executive officers as a group.
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OWNED
- ---------------------------- -------------------- --------------------
Danilo Cacciamatta (1) 139,000 27.8%
Templemore Partners (1)(2) 139,000 27.8%
Suzanne Kerr (1) 139,000 27.8%
All officers and directors
as a group(3) 278,000 55.6%
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(1) Address is 2600 Michelson Drive, Suite 490, Irvine, California 92612.
(2) Templemore Partners is a California general partnership of which
Desmond P. Allen, the Secretary of the Company, is a general partner.
The other general partners of Templemore Partners are Mr. Allen's
parents, Patrick and Gabrielle Allen.
(3) Includes 139,000 shares of Common Stock held by Templemore Partners, of
which Desmond P. Allen, the Secretary of the Company, is a general
partner.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Set forth below are the directors and officers of the Company.
NAME AGE POSITION
---- --- --------
Danilo Cacciamatta 54 Chairman of the Board, Chief Executive
Officer and Chief Financial Officer
Desmond P. Allen 44 Secretary
Mr. Cacciamatta co-founded the Company in April 1997 and has served as
Chairman of the Board, Chief Executive Officer and Chief Financial Officer since
inception. Mr. Cacciamatta has been Chief Executive Officer of Cacciamatta
Accountancy Corp., certified public accountants, since June 1996 and served as
co-managing partner of its predecessor, Saddington-Cacciamatta, certified public
accountants, from 1992 to June 1996. From 1972 to 1988, Mr. Cacciamatta was
employed by KPMG Peat Marwick, in a variety of positions, including audit
partner from 1980 to 1988. Mr. Cacciamatta is licensed as a certified public
accountant by the State of California. Mr. Cacciamatta also serves as co-founder
and Chairman of the Board, Chief Executive Officer and Chief Financial Officer
of the following public shell corporations: Sorisole Acquisition Corp.,
Lombardia Acquisition Corp., Bergamo Acquisition Corp., Kilkenny Acquisition
Corp., Meelick Acquisition Corp., Clusone Acquisition Corp. and Templemore
Acquisition Corp.
Mr. Allen co-founded the Company in April 1997 and has served as
Secretary since inception. From November 1999 to the present, Mr. Allen has
served as a financial management consultant. From 1995 to November 1999, Mr.
Allen was been employed by Toshiba America Information Systems, Inc., a
wholly-owned subsidiary of Toshiba America, Inc., in various financial
management positions, including Vice President, Group Controller, Computer
Systems Group of Toshiba America Information Systems, Inc. from 1997 to November
1999. From 1990 to 1995, Mr. Allen served as Corporate Controller of Marshall
Industries, Inc., a NYSE listed distributor of industrial electronic components
and production supplies. Mr. Allen is licensed as a certified public accountant
by the State of California and from 1982 to 1989 was employed by Deloitte
Haskins & Sells (now known as Deloitte Touche). Mr. Allen also serves as
co-founder and Secretary of the following public shell corporations: Sorisole
Acquisition Corp., Lombardia Acquisition Corp., Bergamo Acquisition Corp.,
Kilkenny Acquisition Corp., Meelick Acquisition Corp., Clusone Acquisition Corp.
and Templemore Acquisition Corp.
Each director holds office until his successor is elected and qualified
or until his earlier resignation in the manner provided in the Bylaws of the
Company.
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ITEM 6. EXECUTIVE COMPENSATION
CASH COMPENSATION OF EXECUTIVE OFFICERS. The following table sets forth
the cash compensation paid by the Company to its Chief Executive Officer and to
all other executive officers for services rendered during the fiscal years ended
December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------- -----------------------------
NAME AND POSITION YEAR SALARY BONUS OTHER RESTRICTED COMMON SHARES ALL
ANNUAL STOCK UNDERLYING OTHER
COMPENSATION AWARDS ($) OPTIONS GRANTED COMPEN-
(# SHARES) SATION
- --------------------------- ------ --------- --------- ------------- ----------- --------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Danilo Cacciamatta, CEO(1) 1999 $ -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0- -0-
Desmond P. Allen, Sec'ty(1) 1999 $ -0- -0- -0- -0- -0- -0-
1998 $ -0- -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0- -0-
</TABLE>
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(1) The Company has not paid its executive officers any remuneration since
inception to date nor does it intend to until such time as the Company acquires
an operating business.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING % OF TOTAL OPTIONS/SARS EXERCISE OR
OPTIONS/SARS GRANTED TO EMPLOYEES IN BASE PRICE
NAME GRANTED (#) FISCAL YEAR ($/SH) EXPIRATION DATE
- ------------------------- --------------------- ------------------------- --------------- -----------------
<S> <C> <C> <C> <C>
None.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS (SARS OPTIONS (SARS
AT FY-END (#) AT FY-END($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE RECEIVED UNEXERCISABLE UNEXERCISABLE
- ------------------------- --------------------- ------------------------- --------------- ------------------
None.
</TABLE>
COMPENSATION OF DIRECTORS. The Company provides no compensation to its
directors and does not intend to until such time, if ever, as the Company
acquires an operating business.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company will not enter into any transactions with any officer,
director or controlling shareholder of the Company until such time, if ever, as
the Company acquires an operating business. At such time, it is expected that
the Company will experience a change in control, including a complete change in
the Board of Directors and management of the Company.
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ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company is authorized to issue 20,000,000 shares of Common Stock,
$.001 par value, of which, as of the date of this Registration Statement,
500,000 shares were issued and outstanding and held of record by 41
stockholders. Holders of shares of Common Stock are entitled to one vote per
share on all matters to be voted upon by the stockholders generally. The
approval of proposals submitted to stockholders at a meeting other than for the
election of directors requires the favorable vote of a majority of the shares
voting, except in the case of certain fundamental matters (such as certain
amendments to the Certificate of Incorporation, and certain mergers and
reorganizations), in which cases Delaware law and the Company's Bylaws require
the favorable vote of at least a majority of all outstanding shares.
Stockholders are entitled to receive such dividends as may be declared from time
to time by the Board of Directors out of funds legally available therefor, and
in the event of liquidation, dissolution or winding up of the Company to share
ratably in all assets remaining after payment of liabilities and any
preferential payments to the holders of preferred stock. The holders of shares
of Common Stock have no preemptive, conversion, subscription or cumulative
voting rights.
The Company's Common Stock is classified as a "penny stock" as such
term is defined under the Federal securities laws. Pursuant to certain penny
stock rules promulgated by the SEC brokers are not allowed to solicit
investments in penny stocks without complying with certain record keeping and
notice requirements. These rules have the effect of discouraging the development
of markets for penny stocks. As a result, investors in the Company's Common
Stock may have a difficult time in selling their shares.
PREFERRED STOCK
The Company is authorized to issue 10,000,000 shares of $.001 par value
preferred stock ("Preferred Stock"). The Preferred Stock may be issued from time
to time in one or more series, and the Board of Directors, without action by the
holders of the Common Stock, may fix or alter the voting rights, redemption
provisions, (including sinking fund provisions), dividend rights, dividend
rates, liquidation preferences, conversion rights and any other rights
preferences, privileges and restrictions of any wholly unissued series of
Preferred Stock. The Board of Directors, without stockholder approval, can issue
shares of Preferred Stock with rights that could adversely affect the rights of
the holders of Common Stock. No shares of Preferred Stock presently are
outstanding, and the Company has no present plans to issue any such shares. The
issuance of shares of Preferred Stock could adversely affect the voting power of
holders of Common Stock and could have the effect of delaying, deferring or
preventing a change in control of the Company or other corporate action.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
As of the date of this Registration Statement, there is no market for
the securities of the Company. Upon the effectiveness of this Registration
Statement, the Company intends to apply for a listing of its Common Stock on the
OTC Bulletin Board. There can be no assurance, however, that the OTC Bulletin
Board will approve the listing application or, if the application is approved,
that a market will develop for the Common Stock of the Company. In the event
that the Company's listing application is approved, management believes that the
Common Stock of the Company will be thinly traded, if traded at all, until such
time as the Company acquires an operating business.
As of the date of this Registration Statement, there were 41 record
holders of the Company's Common Stock.
The Company has not paid any cash dividends since its inception and
does not contemplate paying dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.
ITEM 2. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a party
or to which the property interests of the Company are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not applicable.
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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In April 1997, the Company issued 500,000 shares of Common Stock, for
the total consideration of $500, to 41 parties, including 420,000 shares of
Common Stock to Danilo Cacciamatta (139,000 shares), two fellow employees of Mr.
Cacciamatta at Cacciamatta Accountancy Corp. (3,000 shares) and Templemore
Partners (139,000 shares), Suzanne Kerr (139,000) and 80,000 shares of Common
Stock to 36 residents of Europe, each of whom are the direct relatives or long
standing friends of Desmond, Patrick and Gabrielle Allen, the general partners
of Templemore Partners, or Danilo Cacciamatta. There was no underwriter involved
in this issuance. The issuances were conducted pursuant to Section 4(2) under
the 1933 Act. The Company has conducted no other issuances of securities.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DELAWARE STATUTES
- -----------------
Section 145 of the Delaware General Corporation Law, as amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
11
<PAGE>
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
CERTIFICATE OF INCORPORATION
- ----------------------------
The Company's Certificate of Incorporation provides that the directors
of the Company shall be protected from personal liability to the fullest extent
permitted by law. The Company's Bylaws also contain a provision for the
indemnification of the Company's directors (see "Indemnification of Directors
and Officers - Bylaws" below).
BYLAWS
- ------
The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees, or agents under certain circumstances as
follows:
12
<PAGE>
"7.1 AUTHORIZATION FOR INDEMNIFICATION. The Corporation may indemnify,
in the manner and to the full extent permitted by law, any person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
7.2 ADVANCE OF EXPENSES. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or investigating
any action, suit, proceeding or investigation may be paid by the Corporation in
advance of the final disposition of such matter, if such director or officer
shall undertake in writing to repay any such advances in the event that it is
ultimately determined that he is not entitled to indemnification. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate. Notwithstanding the
foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Corporation or its stockholders, and (b) as a result of such
actions by the director, officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director, officer, employee or
agent is not entitled to indemnification.
7.3 INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable law.
7.4 NON-EXCLUSIVITY. The right of indemnity and advancement of expenses
provided herein shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Any agreement for
indemnification of or advancement of expenses to any director, officer, employee
or other person may provide rights of indemnification or advancement of expenses
which are broader or otherwise different from those set forth herein."
INDEMNITY AGREEMENTS
- --------------------
The Company's Bylaws provide that the Company may indemnify directors,
officers, employees or agents to the fullest extent permitted by law and the
Company has agreed to provide such indemnification to its officers and
directors, Danilo Cacciamatta and Desmond P. Allen, pursuant to written
indemnity agreements.
13
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report...............................................16
Consolidated Balance Sheets................................................17
Consolidated Statements of Operations......................................18
Consolidated Statements of Stockholders' Equity............................19
Consolidated Statements of Cash Flows......................................20
Notes to Consolidated Financial Statements.................................21
14
<PAGE>
CORK ACQUISITION CORP.
(A Development Stage Company)
Financial Statements
December 31, 1999
15
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
The Board of Directors
Cork Acquisition Corp.
We have audited the accompanying balance sheet of Cork Acquisition Corp. (a
development stage company) (the "Company") as of December 31, 1999, and the
related statements of operations, shareholders' equity and cash flows for each
of the two years ended December 31, 1999 and for the period from inception
(April 21, 1997) to December 31, 1999. 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.
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, on a test basis, examination of 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 Cork Acquisition Corp. as of
December 31, 1999, and the results of its operations and cash flows for each of
the two years ended December 31, 1999 and the period from inception (April 21,
1997) to December 31, 1999 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 4 to the
financial statements, the Company needs additional capital infusion in order to
fund current expenditures, acquire business opportunities and achieve profitable
operations. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also discussed in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Baron Accountancy Corp.
Irvine, California
February 9, 2000
16
<PAGE>
CORK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
DECEMBER 31, 1999
-----------------
ASSETS
CURRENT ASSETS:
Cash $ -
-----------------
$ -
=================
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL LIABILITIES $ -
-----------------
SHAREHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized, $.001 par
value, none issued and outstanding -
Common stock, 20,000,000 shares authorized, $.001 par
value, 500,000 shares issued and outstanding 500
Additional paid in capital 229
Deficit accumulated during the development stage (729)
-----------------
NET SHAREHOLDERS' EQUITY -
-----------------
$ -
=================
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
CORK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations
<TABLE>
<CAPTION>
Cumulative
from inception
(April 21,
Year ended 1997) to
December 31, December 31,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
COSTS AND EXPENSES:
General and administrative expenses $ 209 $ 190 $ 729
------------- ------------- -------------
NET LOSS $ 209 $ 190 $ 729
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ 0.000 $ 0.000
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
CORK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Shareholders' Equity
From Inception (April 21, 1997)
to December 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Additional During the Net
------------------ ----------------------- Paid In Development Shareholders'
Shares Amount Shares Amount Capital Stage Equity
-------- --------- ------------ ---------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCEPTION, APRIL 21, 1997 - $ - - $ - $ - $ - $ -
Issuance of common stock - - 500,000 500 - - 500
Net loss - - - - (330) (330)
-------- --------- ------------ ---------- -------------- --------------- ---------------
BALANCE, DECEMBER 31, 1997 - - 500,000 500 - (330) 170
Capital contribution - - - - 20 - 20
Net loss - - - - - (190) (190)
-------- --------- ------------ ---------- -------------- --------------- ---------------
BALANCE, DECEMBER 31, 1998 - - 500,000 500 20 (520) -
Capital contribution - - - - 209 - 209
Net loss - - - - - (209) (209)
-------- --------- ------------ ---------- -------------- --------------- ---------------
BALANCE, DECEMBER 31, 1999 - $ - - $ 500 $ 229 $ (729) $ -
======== ========= ============ ========== ============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
CORK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
<TABLE>
<CAPTION>
Cumulative
from inception
(April 21,
Year ended 1997) to
December 31, December 31,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (209) $ (190) $ (729)
Adjustments to reconcile net loss to net cash
used by operating activities: - - -
------------- ------------- -------------
Net cash used by operating activities (209) (190) (729)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 500
Capital contribution 209 20 229
------------- ------------- -------------
Net cash provided by financing activities 209 20 729
------------- ------------- -------------
Net increase (decrease) in cash - (170) (170)
CASH, BEGINNING OF PERIOD - 170 -
------------- ------------- -------------
CASH, END OF PERIOD $ - $ - $ -
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
CORK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------------------
Organization
------------
Cork Acquisition Corp., a Delaware corporation (the "Company") was formed
on April 21, 1997. The Company has been inactive and has had no
significant operations. The Company is authorized to do any legal business
activity as controlled by Delaware law. The Company is classified as a
development stage company because its principal activities involve seeking
to acquire business opportunities.
Cash and cash equivalents
-------------------------
The Company considers all liquid investments with a maturity of three
months or less from the date of purchase that are readily convertible into
cash to be cash equivalents.
Use of estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Income taxes
------------
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the liability method in
accordance with Statement of Financial Accounting Standards 109,
Accounting for Income Taxes.
Basic and diluted net loss per share
------------------------------------
Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards 128, Earnings Per Share ("SFAS 128"), which
superseded Accounting Principles Board Opinion 15 ("APB 15"). Basic net
loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that
all dilutive convertible shares, stock options and warrants were converted
or exercised. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average
market price during the period. At December 31, 1999 there were no
dilutive convertible shares, stock options or warrants.
(continued)
21
<PAGE>
CORK ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
2. SHAREHOLDERS' EQUITY
- --------------------------
In April 1997, the Company issued 450,000 shares of common stock at a
price of $.001 per share to its founders. The Company also issued 50,000
shares of common stock at a price of $.001 per share in a limited private
placement to approximately 36 investors.
3. INCOME TAXES
- ------------------
The Company records its income tax provision in accordance with SFAS 109,
which requires the use of the liability method of accounting for deferred
income taxes.
As the Company has not generated taxable income since its inception, no
provision for income taxes has been made. At December 31, 1999, the
Company did not have any significant net operating loss carryforwards.
At December 31, 1999, the Company did not have any significant deferred
tax liabilities or deferred tax assets.
4. GOING CONCERN
- -------------------
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. Additional capital
infusion is necessary in order to fund current expenditures, acquire
business opportunities and achieve profitable operations. This factor
raises substantial doubt about the Company's ability to continue as a
going concern.
The Company's management intends to continue funding current expenditures
by means of contributions to capital and to raise additional funds through
equity offerings. However, there can be no assurance that management will
be successful in this endeavor.
22
<PAGE>
PART III
PART III
ITEM 1. INDEX TO EXHIBITS PAGE
----
3.1 Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
4.1 Specimen of Common Stock Certificate (1)
10.1 [Form of] Indemnity Agreement. (1)
27.1 Financial Data Schedule (1)
_______________________
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form 10-SB with the Commission on February 15, 2000.
<PAGE>
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.
CORK ACQUISITION CORP.,
a Delaware corporation
Date: April __, 2000 By: /S/ DANILO CACCIAMATTA
-----------------------
Danilo Cacciamatta,
Chief Executive Officer
