UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 30, 2000
Commission file number 000-31591
ZYDANT CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 76-0630801
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.)
2525 South Shore Boulevard, Suite 309
League City, Texas 77573
(Address of principal executive offices)
(Zip Code)
(281) 334-5940
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
At January 12, 2001 the Registrant had 15,196,936 shares of Common Stock
outstanding.
<PAGE>
ZYDANT CORPORATION
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
Page
----
Part I. Financial Information
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets...................................... 3
Consolidated Statements of Operations............................ 4
Consolidated Statements of Cash Flows............................ 5
Notes to Consolidated Financial Statements....................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 7
Item 3. Quantatative and Qualitative Disclosure About Market Risk........ 10
Part II. Other Information
Item 1. Legal Proceeding................................................. 11
Item 2. Changes in Securities and Use of Proceeds........................ 11
Item 3. Defaults Upon Senior Securities.................................. 11
Item 4. Submission of Matters to a Vote of Security Holders.............. 11
Item 5. Other Information................................................ 11
Item 6. Exhibits and Reports on Form 8-K................................. 11
Signatures................................................................. 12
2
<PAGE>
ZYDANT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
FEBRUARY 29, NOVEMBER 30,
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash ................................................... $ 817,797 $ 398,336
Notes receivable ....................................... 10,000 10,000
------------ ------------
Total current assets ................................. 827,797 408,336
Fixed assets, net ........................................ 137,792 108,883
Other assets ............................................. 155,000 552,500
------------ ------------
Total assets ..................................... $ 1,120,589 $ 1,069,719
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities ............... $ 193,650 $ 42,956
Due to related party ................................... -- 305,680
------------ ------------
Total current liabilities ........................ 199,330 348,636
------------ ------------
Total liabilities ................................ 199,330 348,636
Commitments and Contingencies ............................ -- --
Stockholders' equity
Common stock, $0.001 par value; 50,000,000 shares
authorized, 14,900,031 and 15,196,936 issued and
outstanding as of February 29, 2000 and
November 30, 2000, respectively ....................... $ 14,900 $ 15,197
Additional paid-in capital ............................. 12,847,735 13,544,938
Accumulated deficit prior to the development stage ..... (816,462) (816,462)
Accumulated deficit during the development stage ....... (11,124,914) (12,022,590)
------------ ------------
Total stockholders' equity ....................... 921,259 721,083
------------ ------------
Total liabilities and stockholders' equity ....... $ 1,120,589 $ 1,069,719
============ ============
</TABLE>
3
<PAGE>
ZYDANT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 1, 1998
NOVEMBER 30, NOVEMBER 30, THROUGH
---------------------------- ---------------------------- NOVEMBER 30,
1999 2000 1999 2000 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue .................................. $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Operating expenses
Professional fees ...................... 225,706 86,860 286,047 355,413 840,108
Wages and payroll taxes ................ 81,704 131,031 135,481 441,076 693,270
Consulting and contract labor .......... 1,771,200 -- 1,771,200 -- 9,401,869
Depreciation ........................... 2,205 14,552 14,987 43,375 82,038
Interest expense ....................... -- -- -- 488 22,743
Advertising ............................ 241 14,781 648 17,606 98,361
General and administrative ............. 49,783 83,038 176,442 216,562 779,115
------------ ------------ ------------ ------------ ------------
Total operating expenses ......... 2,130,839 330,262 2,384,805 1,074,520 11,917,504
Net loss from operations ................. (2,130,839) (330,262) (2,384,805) (1,074,520) (11,917,504)
------------ ------------ ------------ ------------ ------------
Other income (expense)
Forgiveness of debt .................... -- -- -- -- 306,019
Related party bad debts ................ 207 -- -- -- (169,172)
Interest income ........................ -- 6,119 -- 23,917 26,534
Gain (loss) on sale of fixed assets .... -- -- -- (321) 18,285
Loss on investments .................... -- -- -- -- (440,000)
Interest income ........................ 1,500 -- 2,617 153,248 153,248
------------ ------------ ------------ ------------ ------------
Total other income (expense) ..... 1,707 6,119 2,617 176,844 (105,086)
------------ ------------ ------------ ------------ ------------
Net loss before provision for income
taxes ................................... (2,129,132) (324,143) (2,382,188) (897,676) (12,022,590)
------------ ------------ ------------ ------------ ------------
Provision for income taxes ............... -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss ................................. $ (2,129,132) $ (324,143) $ (2,382,188) $ (897,676) $(12,022,590)
=========== =========== =========== =========== ===========
Basic and diluted loss per common share... $ (0.17) $ (0.02) $ (0.19) $ (0.06) $ (3.31)
============ ============ ============ ============ ============
Basic and diluted weighted average
common shares outstanding ............... 12,681,045 15,151,962 12,681,045 15,018,015 3,632,163
============ ============ ============ ============ ============
</TABLE>
4
<PAGE>
ZYDANT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 1, 1998
NOVEMBER 30, THROUGH
---------------------------- NOVEMBER 30,
1999 2000 2000
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss ............................................ $ (2,382,188) $ (897,676) $(12,022,590)
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock issued for expenses .................. 1,771,200 97,500 9,343,919
Loss (gain) on sale of fixed assets ............... -- 321 (18,285)
Depreciation ...................................... 14,987 43,375 82,038
Related party bad debts ........................... -- -- 169,172
Loss on investment ................................ -- -- 440,000
Forgiveness of debt ............................... -- -- (306,019)
Changes in operating assets and liabilities:
Decrease in accounts receivable ................... -- -- 304
Increase (decrease) in due to/from related
party ............................................ (55,300) 300,000 715,883
Increase in other assets .......................... -- (397,500) (397,500)
Increase (decrease) in accounts payable and
accrued liabilities .............................. (47,491) (150,694) 42,956
------------ ------------ ------------
Net cash used by operating activities ......... (698,792) (1,004,674) (1,950,122)
Cash flows from investing activities:
Purchase of fixed assets ............................ (531) (16,837) (193,292)
Purchase of other assets ............................ -- -- (125,000)
Proceeds from sale of fixed assets .................. -- 2,050 62,050
------------ ------------ ------------
Net cash used by investing activities ......... (531) (14,787) (256,242)
Cash flows from financing activities:
Proceeds from issuance of common stock .............. 706,422 600,000 2,660,000
Proceeds from shareholder contribution .............. -- -- --
Principal payments on notes payable ................. -- -- (55,300)
------------ ------------ ------------
Net cash provided by financing activities ..... 706,422 600,000 2,604,700
------------ ------------ ------------
Net increase (decrease) in cash ....................... 7,099 (419,461) 398,336
Cash, beginning of period ............................. 2,047 817,797 --
------------ ------------ ------------
Cash, end of period ................................... $ 9,146 $ 398,336 $ 398,336
============ ============ ============
Supplemental disclosure of cash flow:
Cash paid for interest .............................. $ -- $ -- $ --
============ ============ ============
Cash paid for income taxes .......................... $ -- $ -- $ --
============ ============ ============
Principal payments on notes payable through the
issuance of common stock ............................ $ -- $ -- $ 394,903
============ ============ ============
Common stock issued for the acquisition of assets.... $ -- $ -- $ 440,000
============ ============ ============
</TABLE>
5
<PAGE>
ZYDANT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM RESULTS
The accompanying consolidated financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows for the periods presented have been
made. The results of operations for the three-month and nine-month periods
ended November 30, 2000 are not necessarily indicative of the operating
results that may be expected for the entire year ending February 28, 2001.
These financial statements should be read in conjunction with our
consolidated financial statements and the notes thereto for the fiscal year
ended February 29, 2000 contained in our registration statement on Form S-1
(Registration No. 333-36290).
2. RELATED PARTY TRANSACTIONS
As of November 30, 2000, the balance due to related party totaling $305,680
consisted of advances from Northwest Capital Partners, LLC (an entity
wholly owned by a director and stockholder of the Company), bearing no
interest, and due February 28, 2002.
3. OTHER ASSETS
Other assets totaling $552,500 at November 30, 2000, consists of
capitalized 15% working interest in petroleum exploration permit, PEP38721,
recorded at historical cost. This includes an additional $397,500
investment to cover 15% of the exploration costs, during the nine months
ended November 30, 2000. If the exploration does not prove to be profitable
for production, the Company will write-off the capitalized working interest
as an expense.
4. OTHER INCOME
In May 2000, our management evaluated outstanding payables and determined
that certain payables have been absolved of future liability. For the nine
months ended November 30, 2000, the absolved payables have been recorded as
Other Income approximating $150,000.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT RESULTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements regarding our expected financial position
and operating results, our business strategy, and our financing plans are
forward-looking statements. These statements can sometimes be identified by our
use of forward-looking words such as "may," "will," "anticipate," "estimate,"
"expect," or "intend." Known and unknown risks, uncertainties, and other factors
could cause our actual results to differ materially from those contemplated by
these statements. Such risks and uncertainties are discussed in our filings with
the Securities and Exchange Commission and include our ability to attract and
retain customers for our subscription services, our ability to find additional
sources of capital, our ability to generate revenue to support our operations,
our ability to compete in the highly competitive markets in which we operate,
and our ability to respond to technological developments affecting the industry.
All references to "we," "our," "us," or "Zydant" refer to Zydant
Corporation, and its predecessors, operating divisions, and subsidiaries.
This report should be read in conjunction with our registration statement
on Form S-1, filed May 4, 2000 and declared effective October 13, 2000, and all
supplements and amendments thereto.
OVERVIEW
We are a development stage company that plans to provide wireless Internet
application and information services to users of a wide variety of hand-held
personal digital assistants, or PDAs. Our company was organized in June 1971
under the laws of the state of New York under the name The Bolton Group, Ltd.
Our company engaged in various businesses and underwent several name changes
between 1971 and 1994, when we changed our name to Titan Resources, Inc. Between
June 1994 and 1997, as Titan Resources, we owned and operated an industrial
mining and sales operation and other oil interests through our subsidiary
American Monarch Energy Corp. Beginning in March 1997 and continuing to March
1998, we had no assets or operations. In March 1998, we entered into an asset
purchase agreement with Mobilelink Communications, for the rights and title to
all of Mobilelink's intellectual property, consisting of software and other
intangibles, in exchange for 220,000 shares of our company and 5% of the gross
sales of licenses of the intellectual property (which was to be paid to
Affiliated Resources Corporation, from which Mobilelink originally purchased the
intellectual property). Pursuant to that acquisition, if the gross sales from
licenses did not equal at least $200,000 within 24 months from the date of the
purchase, then the acquired assets would be returned to Mobilelink. We formed a
subsidiary, Titan Wireless, Inc., in March 1998 and immediately placed all of
the acquired intellectual property from Mobilelink into the subsidiary in
exchange for 100% of the issued stock of the subsidiary. We own 100% of the
issued and outstanding stock of Titan Wireless, Inc.
We have been in the development stage since we purchased the assets of
Mobilelink in March 1998. During fiscal 2000, we determined that our investment
in the intellectual property of Mobilelink was a non-viable asset with no future
benefits to our company, and we wrote-off that investment resulting in a loss of
$440,000. Although we do not plan to use any of the assets purchased from
Mobilelink as a part of our future business activity, we plan to acquire and
develop new software and software applications and to use a combination of
purchased and internally developed software and software applications to deliver
wireless information services over the Internet on a subscription basis to
wireless PDAs.
During November 1999, through the settlement of a lawsuit involving Titan
Resources, we were awarded an undivided 15% working interest in petroleum
exploration permit, PEP38721, covering approximately 29,000 acres of the
Taranaki Basin on the North Island of New Zealand. GEL Exploration of Houston,
Texas is the operator of the permit. The Operating Committee for PEP38721
includes representation from all of the interest owners. With consensus of the
Operating Committee, GEL completed an exploratory drill, the Crusaders-1, as
well as a sidetrack, the Crusaders-1A. We have invested approximately $397,000
for our share of the costs of this exploration. As of November 2000, GEL
7
<PAGE>
Exploration reported shows of both oil and gas during the exploratory drills,
but nothing suitable for profitable production. The exploratory drills have been
temporarily plugged until further seismic data is collected. In order to reduce
the costs of further exploration, GEL Exploration has begun relocating equipment
from the United States to New Zealand. GEL plans to meet with the Operating
Committee in late January 2001 to review status, and discuss further exploration
options. Our company borrowed $300,000 from Northwest Capital Partners, an
affiliate of our company, to support our interest in the exploration of this
asset. We believe that we would be able to obtain additional financing to
support any future exploration. If the operator does not discover oil on our
concession and we determine that an opportunity for us to realize a return on
our investment does not exist, we do not intend to invest additional capital in
this asset and do not intend to pursue further this type of business activity.
RESULTS OF OPERATIONS
The following table provides, for the periods shown, the line items
included in our consolidated statements of operations.
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
-------------------------------------------- ----------------------------
FEBRUARY 28, FEBRUARY 28, FEBRUARY 29, NOVEMBER 30, NOVEMBER 30,
1998 1999 2000 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue ...................... $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Operating expenses
Professional fees .......... -- 168,702 315,993 225,706 86,860
Wages and payroll taxes .... -- -- 252,194 81,704 131,031
Consulting, Contract labor . -- 289,169 9,112,700 1,771,200 --
Depreciation ............... 546 13,100 25,563 2,205 14,552
Interest expense ........... -- 14,500 7,755 -- --
Advertising ................ -- 76,685 4,070 241 14,781
General and administrative . 19,252 337,828 224,725 49,783 83,038
------------ ------------ ------------ ------------ ------------
Total operating expenses . 19,798 899,984 9,943,000 2,130,839 330,262
------------ ------------ ------------ ------------ ------------
Net loss from operations ..... $ (19,798) $ (899,984) (9,943,000) (2,130,839) (330,262)
Other income (expense)
Forgiveness of debt ........ -- 306,019 -- -- --
Related party bad debts .... -- (169,172) -- 207 --
Interest income ............ -- -- 2,617 -- 6,119
Gain on sale of fixed assets -- 18,606 -- -- --
Loss on investments ........ -- -- (440,000) -- --
Other income (expense) ..... -- -- -- 1,500 --
------------ ------------ ------------ ------------ ------------
Total other income (expense) -- 155,453 (437,383) 1,707 6,119
------------ ------------ ------------ ------------ ------------
Net loss ..................... $ (19,798) $ (744,531) $(10,380,383) $ (2,129,132) $ (324,143)
============ ============ ============ ============ ============
</TABLE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 COMPARED WITH
THE THREE MONTHS ENDED NOVEMBER 30, 1999
We continued to incur operating losses during the third quarter. We
incurred net losses of approximately $324,000 for the three months ended
November 30, 2000 compared with approximately $2,129,000 for the three months
ended November 30, 1999. The overall decrease in operating expenses was
primarily a result of a decrease in consulting and contract labor of
approximately $1,771,000. We did not incur any expense for consulting and
contract labor for the three months ended November 30, 2000. We realized an
expense of approximately $1,771,000 for consulting and contract labor for the
three months ended November 30, 1999 which was associated with the issuance of
common stock pursuant to our agreement with Northwest Capital Partners.
Our costs for the three months ended November 30, 2000 include an increase
in overall payroll compensation and related taxes of approximately $49,000. For
three months ended November 30, 2000 we had a payroll and related taxes expense
of approximately $131,000 compared with approximately $82,000 for three months
ended November 30, 1999. This increase was due to the addition of six employees.
The majority of the increase in general and administration expense was due
to costs associated with the growth and development of our staff, company, and
infrastructure.
8
<PAGE>
We expect a continued increase in operating costs as we prepare to bring
our services online. Although we expect to generate revenue during the year
ended February 28, 2001, we expect to continue to incur losses from operations.
We expect increases in our wage and payroll tax expenses over the next 12 to 18
months, as well as additional expenses for contract labor. We anticipate
increases in marketing and advertising expenses as we approach the launch of our
online services. We expect continued increases in marketing and advertising in
our attempt to gain market share. We also expect increases in general and
administrative expenses. These increases will be incurred from additional
staffing, management personnel, and increases in existing management personnel
salaries.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2000 COMPARED WITH
THE NINE MONTHS ENDED NOVEMBER 30, 1999
Our company realized a decrease in total operating costs during the nine
months ended November 30, 2000. For nine months ended November 30, 2000 we had a
net loss from operations of approximately $1,075,000 compared with nine months
ended November 30, 1999 we had a net loss from operations of approximately
$2,385,000. During the third quarter of the nine months ended November 30, 1999
we incurred an expense of $1,771,200 in consulting and contract labor associated
with the issuance of common stock pursuant to our consulting agreement with
Northwest Capital Partners.
We realized an expense of approximately $355,400 for professional fees in
the nine months ended November 30, 2000 compared with and expense of
approximately $286,000 for the nine months ended November 30, 1999, these costs
were incurred with respect to our company becoming a reporting company.
We realized an increase in wages and payroll taxes in the nine months ended
November 30, 2000 due to our hiring six additional employees. During the nine
months ended November 30, 1999 we realized an expense of approximately $135,400
for wages and payroll taxes compared with approximately $441,000 for the nine
months ended November 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to research and development
activities and for general purposes. Our cash for research and development and
general operating expenses is primarily obtained through cash flows from
financing activities.
We have significant ongoing liquidity needs to support our existing
business and research and development activities. Our liquidity is actively
managed on a periodic basis and our financial status, including our liquidity,
is reviewed periodically by our management. This process is intended to ensure
the maintenance of sufficient funds to meet the needs of our company.
During the three months ended November 30, 2000, we realized a net loss of
approximately $324,000 compared with a net loss in the three months ended
November 30, 1999 of approximately $2,129,000. During the three months ended
November 30, 1999 we incurred a greater net loss due to consulting and contract
labor associated with the issuance of common stock pursuant to our consulting
agreement with Northwest Capital Partners.
During the nine months ended November 30, 2000 we used approximately $1.0
million of cash in operating activities compared with approximately $699,000
during the nine months ended November 30, 1999. During the nine months ended
November 30, 2000, we realized a net loss of approximately $898,000, which
included non-cash expenses of approximately $97,500 of common stock issued in
lieu of expenses and approximately $43,375 of depreciation expense. The increase
of approximately $397,500 was primarily due to proceeds of approximately
$300,000 from a financing activity with a related party and increased payments
of accrued liabilities and accounts payable. The note payable was issued to
Northwest Capital Partners, an affiliate of our company, in connection with our
investment in a petroleum exploration permit.
During the nine months ended November 30, 2000 we realized an increase in
overall net cash used for operating activities. For the nine month period ended
November 30, 1999 the net cash used for operating activities was approximately
($699,000) compared with approximately ($1,005,000) for the nine months ended
November 30, 2000.
During the nine months ended November 30, 2000, we used approximately
$14,800 in investing activities related to the purchase of fixed assets.
9
<PAGE>
During the nine months ended November 30, 2000, we generated cash of
$600,000 in financing activities related to proceeds from a private placement of
our common stock during June and August 2000.
We are continuing our efforts to raise additional capital through equity or
debt financings. During June 2000, we raised $350,000 through a private
placement of our common stock. In August we raised an additional $250,000
through a private placement of our common stock. We believe that approximately
$5 million of operating capital should satisfy our need for capital during the
next 12 months based upon our current operating capital requirements and
business plan.
A delay in any offering could cause a delay in our projections for bringing
services online. In the event that we do not raise additional capital through
equity or debt financings in the near future, we plan to draw on our $1.0
million revolving note for Northwest Capital Partners.
We have forecasted approximately $4.9 million in operating expenses through
September 2001. These operating expenses include
* approximately $1.1 million in payroll expense related to our increased
staffing requirements;
* approximately $1.0 million for legal, professional, and insurance expenses
related to our company becoming a "reporting company;" and
* approximately $2.0 million in marketing and advertising related to our
introductory marketing campaign.
We anticipate incurring substantial losses in the future and will likely
require significant additional financing in the future in order to satisfy our
cash requirements. We intend to raise additional capital through debt and equity
financings to fund our continued growth. Our need for additional capital to
finance our operations and growth will be greater should, among other things,
our revenue or expense estimates prove to be incorrect, particularly if we do
not find additional sources of capital. If we do not find additional sources of
capital, we may be required to reduce the scope of our business activities until
other financing can be obtained. We cannot predict the timing or amount of our
capital requirements at this time. We may not be able to obtain additional
financing in sufficient amounts or on acceptable terms when needed, which could
adversely affect our operating results and prospects.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
10
<PAGE>
ZYDANT CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During October 2000 we issued to two accredited investors 140,000 shares of
common stock at $2.50 per share. We also issued to these investors warrants to
purchase 14,000 shares of common stock at an exercise price of $2.50 per share.
The warrants expire in December 2001. We issued these shares and warrants
without registration under the Securities Act in reliance on the exemption
provided by Section 4(2) of the Securities Act as a transaction by an issuer not
involving a public offering.
During November 2000 we issued to one accredited investor 125,000 shares of
common stock at $2.00 per share. We issued these shares without registration
under the Securities Act in reliance on the exemption provided by Section 4(2)
of the Securities Act as a transaction by an issuer not involving a public
offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
By a stockholder written consent, on October 4, 2000 our company changed
its name to Zydant Corporation. We received 7,865,000 votes in favor of the name
change, out of a total of 14,900,031 shares outstanding.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
Not applicable.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 12, 2001
ZYDANT CORPORATION
By: /s/ James T. Voss
------------------------------------
James T. Voss
Chairman of the Board of Directors,
Chief Executive Officer, and
President (Principal Executive
Officer)
Dale: January 12, 2001
By: /s/ Ellen S. Eckler
------------------------------------
Ellen S. Eckler
Executive Vice President, Chief
Financial Officer, Secretary, and
Director (Principal Financial and
Accounting Officer)
12
