UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities and Exchange Act of 1934
GREEN DOLPHIN SYSTEMS CORPORATION
(Name of Small Business in its charter)
DELAWARE 88-0432539
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2338 W Beaver Creek Rd., Powell, TN 37849
(Address of principal executive offices) (Zip Code)
Issuer's Telephone number: ( 888 ) 379-8693
Securities to be registered Under Section 12(b) of the Act:
Title of each Class Name of each
to be so registered exchange on which
be registered
None
Securities to be registered under Section 12(g) of the Act:
Common OTC
INFORMATION REQUIRED IN REGISTRATION STATEMENT
PART I
Item 1. Description of Business.
The Company
Green Dolphin Systems, Corp. ("Company") was organized as a Delaware
corporation on August 24, 1995. Its offices are located at 2338 W Beaver
Creek Rd., Powell, TN 37849. The Company changed its name from Traveler's
Infocenter, Inc. to Green Dolphin Systems Corporation on February 16, 2000.
The Company was incorporated under the laws of the State of Delaware to
engage
in the manufacturing and distributing a broad range of specialty chemicals
throughout the World.
In a Plan and Agreement of Reorganization entered into on the 14th day of
February, 2000 by and between the Company and Green Dolphin Systems
Corporation, a Nevada corporation, the Company exchanged all of its right and
interest to one hundred percent of the then issued and outstanding 5,130,660
shares of Green Dolphin (Nevada) in exchange for 11,000,000 shares of post
split shares. The Company performed a 1 share for 10 share reverse on the
5,130,660 shares leaving a total outstanding of 11,513,060.
The Company has been developing, manufacturing and distributing a broad range
of specialty chemicals throughout Canada since 1986.
Green Dolphin is engaged in the continued growth , market research, product
and service development and manufacturing of applied environmental
solutions.
The Company's proven line of products and services combine high performance
and cost effectiveness with a commitment to environmental responsibility. We
intend to become a leader in the blossoming service of the "Do-it-yourself"
market sectors by providing a diversity of specialized products, services and
training programs.
The North American market for ceiling and wall cleaning, fabric protection,
fire retardation application, waterproofing, graffiti removal smoke and odor
elimination and non-slip represents over $10 billion niche market. We intend
to integrate these specialized services and approach the market with a forged
structure to secure a larger market share of the industry.
The Company's service experience includes large institutional clients where
optimal environments are imperative such as hospitals and hotels, as well as
high volume human traffic areas such are transit systems and retail
establishments. We have grouped these integrated services into a working
model providing a range of specialized environmental restoration products and
services targeted at six key markets: Residential, Commercial,
Institutional, hospitality, industrial and government.
An integrated approach means that the Company will offer a one-stop solution
for these key markets. Four channels of distribution include:
1. Distributor: Target entrepreneurs seeking to invest in a highly
profitable business opportunity with a large marketable growth.
2. Industrial/Commercial: Commercial distribution of products that are
specific to industrial/commercial specifications. Method of marketing and
sales coverage will be through a network of Manufacturer Representatives.
3. Retail: Vertically market six retail products tot he hardware,
lumber, department and the do-it-yourself retail center.
4. International: Currently the Company is in negotiations with four
countries for Exclusive Agency distribution and License of Technology. The
Initial focus will be to concentrate on select countries and regions that may
generate near-term immediate sales.
As a supplier of products and services, our corporate policy is to be
concerned and sensitive of the effect that the products will have on the
environment and people. Our business is to be an innovator, to develop and
market products, services and systems that provide superior value and
guaranteed performance in meeting customer's needs. The goals are to
preserve
the quality of the environment, provide growth opportunities for GDSC
employees and produce an above average profit.
The Company has been implemented with the Corporation mission to sell and
market a network of Green Dolphin Dealers through North America.
Each Green Dolphin Business Opportunity will be presented and sold as a
Business
Opportunity to sell and apply our products.
Registration Statement: The company has elected to file this Form 10-SB
Registration Statement on a voluntary basis in order to become subject to the
reporting requirements of Section 13 of the Securities and Exchange Act of
1934 as amended. The companies primary purpose for filing this Registration
Statement is to apply for listing on the National Association of Securities
Dealers over-the-counter Bulletin Board. Current National Association of
Securities Dealers rules provide, "An issuer cannot maintain a listing unless
it is current in it reporting obligations under Section 13 or 15(d) of the
1934 Act.
Principal Products or Services:
The Company's products represent a portfolio of 15 products that have proven
market acceptance, high performance, keystone margins and are environmentally
friendly. Our product line offers unprecedented opportunity for the
entrepreneurial business person. The Company's solutions are reliable,
environmentally friendly and cost effective in virtually all applications and
market segments.
The Products of Green Dolphin consist of a Fire Retardant Treatment,
Sanitization/Odor Elimination, Degreasing Cleaning, Ceiling tile and Wall
Cleaner, Upholstery Cleaner, Non-slip Treatment, Stain and Water Repellent,
Waterproofing and a graffiti Removal product.
Distribution Methods of the Products:
The overall marketing tactics follows two proven strategies. One direction
is
through market segmentation. This is a process of dissecting a total market
area into smaller compartments that share similar product needs based on the
Corporation's products, services, approvals, human resources and abilities to
effectively deliver those products and services.
The second marketing channel has been described as "centrally programmed
networks pre-engineered to achieve operating economics and maximize impact".
This system officer economics of scale through their size and elimination of
duplicated services.
Status of any Publicly Announced product or services:
Non-personal sales presentations are usually directed via trade publication,
brochures and catalogues to specification writers, purchasing agents, fire
inspectors, and building inspectors. Promotions for the retail trade is
conducted as part of the product launch with nominal co-op advertising
program. Green Dolphin does have a website on the Internet, for education
and information.
Competition
Green Dolphin is not directly in competition with any known company as our
products are very specialized. There are companies in the industry that have
similar products, but are not providing a one stop center for products and
services.
Sources and availability of raw materials and the name of principal suppliers:
The Company will rely on a variety of manufacturers for production of its
products. There are numerous manufacturers in the United States and in
Canada with the capability to manufacture our products.
Patents, Trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts:
Green Dolphin was issued the following United States Patents:
Permanent elimination of Nuclear Waste, Unites Stated patent No. 4,721,596
issued January 26, 1988 fireproofing of Plastic Pipes and Plastic Conduits.
Flammadur E424 and Flammadur A77, United States Patent No. 4,721,256 issued
January 2000.
The Company has the following Trademarks:
Green Dolphin
Fire Safe 108 Wood
Fire Poly NP-30 Paint
Fire Poly F/R Coating
Safe-n-Dry
Rain Guard
Shield Kote
Secure-Step
Protection Plus 2000
Renew 4000
The name Green Dolphin has also been copyrighted.
Need for Governmental approval of Principal Products:
The Company will not be required to receive governmental approval on their
products.
Effect of Existing or Probable Governmental regulations on the Business:
The Company believes that its product/methodology complies with existing
regulations.
The Company presently has 6 full time employees in Canada and 11 full time
employees in Tennessee.
Green Dolphin Systems Corporation has spent since January 1999 approximately
$55,000 in Research and Development for its products and services.
Y2K Compliance: The company does not anticipate any problems with Y2K
compliance in the development of its products and distribution of the same.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
ITEM 3. DESCRIPTION OF PROPERTY.
The Company currently is doing business operations from two offices. The
Company is leasing its principal office located in Tennessee and is
approximately 6,400 sq. ft. The second office is also being leased which in
located at 26 Voyager Court, South, Etobicoke, Ontario, Canada with an
approximate square footage of 4,000 sq. ft.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth the amount and nature of beneficial ownership
of each of the executive officers and directors of the Company and each
person
known to be a beneficial owner of more than three percent of the issued and
outstanding shares of the Company as of March 27, 2000. The table sets
forth the information based on 11,513,060 common shares issued and
outstanding as of March 27, 2000.
Title Name and Address Amount and Nature Percent of
of class of Beneficial Owner of Beneficial Class
Common Nicholas Plessas 6,685,000 shares 58.06%
126 John St.
Toronto, Ontario
M9N 1J8
Common Thomas J. Rowen 1,000,000 shares 8.69%
39 Redmond Drive
Ajax, Ontario
L1S 5R8
Common Maxwell J. LaBrooy 300,000 shares 2.61%
3717 Stonegate Lane
Powell, TN 37849
Common Adolf R. Hochstim 100,000 shares .87%
5455 Sylmer Avenue, #2505
Sherman Oaks, CA
Common William P. Kefalas 150,000 shares 1.30%
55 Stevenson Street, N
Guelph, Ontario
Common Robert J. McDonald 150,000 shares 1.30%
4 Lakewood Drive
Waverly, Nova Scotia
BON 250
Common Officers and Directors 8,385,000 72.83%
as a Group
Common 862036 Ontario Ltd. 1,000,000 8.69%
35 San Remo Rd.
Woodbridge Ontario
L4H 1K5
Common 978905 Ontario Ltd. 1,000,000 8.69%
8185 Yonge St
Suite 200
Thornhill, Ontario
None of the foregoing have any right to acquire other or additional shares
of
the Company. There is no existing arrangement which may result in a change
in control of the Company. However, if an active business is found with
which
to enter into some form of corporate reorganization, a change in control of
the Company will be contemplated as part of such reorganization.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The names, addresses, ages and respective positions of the current directors
and officers of the Company are as follows:
Name Age Position Date Held
Nicholas Plessas 46 President/CEO January 1999
126 John St. director
Toronto, Ontario
M9N 1J8
Thomas J. Rowen 43 Vice President January 1999
39 Redmond Drive Secretary
Ajax, Ontario Director
L1S 5R8
Maxwell J. LaBrooy 49 Vice President January 1999
3717 Stonegate Lane
Powell, TN 37849
Adolf R. Hochstim 72 Director January 1999
5455 Sylmer Avenue, #2505
Sherman Oaks, CA
William P. Kefalas 59 Director January 1999
55 Stevenson Street, N
Guelph, Ontario
Robert J. McDonald 72 Director January 1999
4 Lakewood Drive
Waverly, Nova Scotia
BON 250
NICHOLAS PLESSAS has completed a Masters in Environmental Science in 1980 and
has been engaged in developing and producing applied environmental solutions
since 1983. Mr. Plessas served as President of Penta Deltex Ltd. Between
1983
to 1998 and his primary function was Director of operations. Mr. Plessas
spearheaded Corporate growth and development of over 65 specialty chemical
and
consumer products.
THOMAS J. ROWEN received a Masters in Business Administration in 1986. Mr.
Rowen founded ESN packaging Services, in 1996 and the focus of the Company
was
to develop, package and introduce new consumer products to the retail
market.
From 1990 to 1995 he served as Vice President of TML Industries Limited as
Director of Marketing. The primary function at TML was to oversee the
day-to-day operations of the Company including the administration, sales,
manufacturing and distribution divisions.
MAXWELL J. LABROOY from 1985 was President of Interior Environmental Systems,
Inc. wherein he maintained and increasing sales domestically and
internationally. He has setup manufacturing plants in Japan, South Korea,
Canada and Mexico.
DR. ADOLF R. HOCHSTIM has over the past year served as Technical Advisor for
Research and Development and most recently became a Director of Green Dolphin
Systems. Dr. Hochstim will assume the position of Vice President of Research
and Development to oversee the technical aspects of the business. Dr.
Hochstim received his Doctrine in Physics from the University of Florida in
1960. Over the years he has published 18 books and articles and is a member
of 9 Science Associations including being a consultant for NASA.
WILLIAM P. KEFALAS has recently joined Green Dolphin as a Director and in the
capacity of Business Strategist for Mergers and Acquisitions. Mr. Kefalas
graduated with a Master of International Business in 1972 from the University
of Chicago and since that time has experience with International business
development in various countries. From 1982 to 1999 Mr. Kefalas was
President
and CEO of Commerciantes Financiers Corp, an International consulting and
financial corporation representing business and development firms worldwide
for resort and hotel developments.
ROBERT J. MCDONALD has owned and operated many successful businesses over the
past 40 years. Mr. McDonald owned and operated one of the largest Chevrolet
Dealerships with revenues of over $100 million in sales. He has been
honored
with Time Magazine as an Entrepreneur of the Year for managing the most
profitable and effective organizations.
None of the officers or directors of the Company are officers,
directors or affiliates of any reporting companies.
To the knowledge of the Company, no present or former
director, executive officer or person nominated to become a director or
executive of the Company has ever:
1) Filed a bankruptcy petition by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or with two years prior to that time;
2) Had any conviction in a criminal proceeding or been subject
to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
3) Been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and
4) Been found by a court of competent jurisdiction (in a
civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
ITEM 6. EXECUTIVE COMPENSATION.
The following table sets forth the Executive compensation currently
receiving
compensation from Green Dolphin Corporation. It does not have any pension,
profit-sharing, stock bonus, or other benefit plans. Such plans may be
adopted in the future at the discretion of the Board of Directors.
Restricted
Name Year Salary Bonus Stock awarded
Principal
Position
Nicholas Plessas 1999 41,600. 0 6,685,000
President/CEO
Director
Thomas J. Rowen 1999 39,000. 0 1,000,000
Vice President
Secretary
Director
Maxwell Labrooy 1999 36,400 0 300,000
Vice President
William P. Kefalas 1999 5,000 5%of gross sales
150,000
Director
Dr. Adolph Hochstim 1999 5,000 0 100,000
Director 100/hr*
Robert J. McDonald 1999 0 0 150,000
Director
* Dr. Hochstim receives an additional $100.00 per hour for consulting the
company when needed.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In February 2000 the Company issued 11,000,000 common shares in stock for
stock exchange wherein the company exchange 11,000,000 shares of its common
stock for 513,060 shares of Green Dolphin Corporation, a Nevada corporation.
ITEM 8. DESCRIPTION OF SECURITIES.
The aggregate number of shares which the Company shall be authorized to issue
is 50,000,000 shares of non-assessable voting common stock having par value
of $0.001per share. All stock of the Company shall be of the same class
common and shall have the same rights and preferences, fully paid stock of
this Company shall not be liable to any further call or assessment.
The holders of the Company common stock are entitled to one vote per share in
each matter submitted to vote at any meeting of shareholders. Share of
common
stock do not carry cumulative voting rights.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS.
The Company's common stock is currently trading on the over the counter
market under the symbol of GDLS and has been trading at a per share price of
$.03 per share.
ITEM 2. LEGAL PROCEEDINGS.
To the best of the Company's knowledge it is not a party to any pending legal
proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The company knows of no changes in or disagreements with accountants on
accounting and financial disclosure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Beginning on or about May 1, 2000 the company undertook actions to offer and
sell 8,000,000 of its common shares at an offering price of $.02 per share
for
total gross consideration of $200,000. Sale of the shares was completed
prior
to June 28, 2000. These shares were not registered under the Securities Act
of 1933 but were offered in reliance on the exemption from registration
provided by § 3(b) of the Act and Rule 504 of Regulation D promulgated
thereunder. The shares sold on this offering have been issued as
unrestricted
securities and, on June 30, 2000, certificates representing these shares were
issued without restrictive legends in specific reliance on paragraph
(b)(1)(iii) of Rule 504 which provides that the restrictions related to
manner
of offering found in paragraph (c) of Rule 502 and the provision imposing
limitations on resale found in paragraph (d) of Rule 502 do not apply to
offers and sales made exclusively according to state law exemptions from
registration that permit general solicitation and general advertising so long
as sales are made only to "accredited investors" as defined in 230.501(a).
Reliance on this provision is based on the following facts. (1) Measures
were
taken to insure that offers and sales were made only to accredited
investors.
(2) The Company filed a Notice of Filing to claim an exemption under Section
203(t) of the Pennsylvania Act which exempts sales solely to accredited
investors from the registration provisions of the Pennsylvania Act and
permits
general advertising and solicitation of offers to purchase securities
directed
exclusively to accredited investors. The Pennsylvania Form E became
effective
prior to the first offering of shares in Pennsylvania. (3) The Company
believes the offer and sale of these securities met all the provisions of
that
exemption.
These shares were sold exclusively through the efforts of the President
of the Company and no underwriters or selling agents were engaged in
connection with the offering. No underwriting discounts or sales commissions
were paid in connection with the sale of the shares.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation no not provide for any
indemnification,
but the by-laws provide the following indemnification:
Indemnification
The Corporation shall, to the fullest extent permitted by the laws of the
state of incorporation, indemnify any and all persons whom it shall have
power
to indemnify against any and all of the costs, expenses, liabilities or other
matters incurred by them by reason of having been
officers or directors of the Corporation, any subsidiary of the Corporation
or
of any other corporation for which he acted as officer or director at the
request of the Corporation.
PART F/S
Green Dolphin Systems Corporation
Audited Financial Statements
For the year ended December 31, 1999
<PAGE>
GREEN DOLPHIN SYSTEMS CORPORATION
TABLE OF CONTENTS
Report of Independent Auditor 1
Balance Sheet 2
Statement of Income and Retained Earnings 3
Statement of Stockholders Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-8
<PAGE>
Aaron Stein
Certified Public Accountant
981 Allen Lane, PO Box 315
Woodmere, NY 11598
516-569-0520
Board of Directors
Green Dolphin Systems Corporation
Carson City, Nevada
I have audited the accompanying balance sheet of Green Dolphin Systems
Corporation (a Nevada corporation) as of December 31, 1999 and the related
statements of income and cash flows for the period from inception ( January
12, 1999) to December 31, 1999. 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 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 Green Dolphin Systems
Corporation as of December 31, 1999, and the results of its operations and
cash flows for the year then ended in conformity with generally accepted
accounting principles.
Aaron Stein
Cedarhurst, New York
February 10, 2000
Green Dolphin Systems Corporation
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Current assets:
Cash $ 6,930
Inventories 3,831
Total current assets $10,761
Fixed assets:
Manufacturing equipment 9,633
Less: accumulated depreciation - 9,633
Other assets:
Trademarks and copyrights net
of amortization of 286,867
Prepaid expenses 1,650 288,317
$308,711
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $56,899
Longterm liabilities:
Long-term debt, less current portion $100,000
Accounts payable 2,762 102,762
Stockholders' equity:
Common stock, $.001 par value,
100,000,000 shares
authorized, 11,513,060
issued and outstanding 11,513
Additional paid-in-capital 194,077
Accumulated deficit (56,540)
Total stockholders' equity 149,050
$ 308,711
See accompanying notes to financial statements
2
GREEN DOLPHIN SYSTEMS CORPORATION
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD FROM JANUARY 12,1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Net sales 471,539
Cost of sales 273,528
Grow profit 198,011
Selling, general and
administrative expenses 241,218
Loss before Depreciation and Amortization (43,207)
Depreciation and amortization 13,333
Net loss (56,540)
Retained earnings, beginning -
Retained deficit, ending $(56,540)
Loss per share of common stock (0.0049)
See accompanying notes to financial statements
3
GREEN DOLPHIN SYSTEMS CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
Additional
Common Stock Paid-in Retained
Shares Amount Capital Earnings Total
Issuance of
common stock 11,513,060 $11,513 $194,077 $ - $205,590
Net loss - - - (56,540) (56,540)
Balance at
December 31,
1999 11,513,060 $11,513 $194,077 $(58,5422 $149,050
See accompanying notes to financial statements
4
GREEN DOLPHIN CORPORATION
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 12,1999 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
Cash flow from operating activities:
Net loss $ (56,540)
Adjustments to reconcile net loss to not
cash provided by operating activities:
Depreciation and amortization 13,333
Changes in operating assets and liabilities:
Increase in Inventory (3,831)
Increase In prepaid expense
Increase in accounts payable 2,762
Net cash used in operating activities
Cash flows Investing activities:
Investment In trademarks and copyrights (300,000)
Purchase of equipment (9,633)
Net cash used in investments (309,633)
Cash flora from financing activities:
Long-term debt 156,899
Sale of common stock 205,590
Net cash provided by financing activities 362,489
Net increase In cash $6,930
See accompanying notes to financial statements
5
GREEN DOLPHIN SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1: Organization, Business and-Significant Accounting Policies
Organization Green Dolphin Systems Corporation (the "Company") was organized
under the laws of the state of Nevada on January 12, 1999. The Company
conducts its business from its offices in Powell Tennessee.
Business
The Company is in the business of selling and marketing products and equipment
pursuant to an agreement dated April 21, 1999 with Penta Deltex Ltd.
(hereinafter " Penta", a Company incorporated under the laws of the Dominion
of Canada). The agreement provides for the exclusive rights to sell and
market those products which Penta owns the worldwide rights to under the
tradenames and trademarks 'Green Dolphin", "Fire Safe", "Fire Poly",
"Protection Plug" and such other tradenames, trademarks and logos as are now
or subsequently designed by Penta which the Company has acquired the rights to
in the United States,
Significant accounting policies
Comprehensive Income - The Financial Accounting Standards Board has issued
FASB Statement No. 130 Reporting Comprehetisive Income effective for fiscal
years beginning after December 31, 1997. Since the Company has no items of
"other comprehensive income" for the year ended December 31, 1999 Statement
No. 130 does not apply for this period,
Fixed Assets - Manufacturing equipment is recorded at cost. Depreciation is
computed using the straight-line -method over the estimated useful lives of
the assets, five (5) years. Depreciation for the year ended December 31, 1999
has not been recorded since the equipment was not completely in service.
Income Taxes - The Company accounts for income taxes under Statement of
Financial Accounting Standards 109, Accountitzg for Income Taxey. Statement
109 requires the Company to account for income taxes under asset and liability
method that recognizes deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the tax and financial
reporting bases of certain assets and liabilities.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those estimates,
GREEN DOLPHIN SYSTEMS CORPORATION
NOTES FINANCIAL STATEMENTS
NOTE 1: Organization, Business and Significant Accounting Policies -
(Continued)
Inventories - Inventories are stated at the lower of cost (first-in, first-out
method) or market.
Trademarks and Copyrights - Amortization is computed on a straightline basis
over a period of fifteen (15) years.
Computation of loss per share - Net loss per share is based upon the weighted
average number of shares of common equivalent shares consisting of options
(using the treasury stock method) outstanding for the period presented, Common
equivalents shares are not considered if the result would be anti-dilutive.
Note 2: Income. Taxes
There is no provision for federal. state or local income taxes for the period
ending December 31, 1999, since the Company has incurred an operating loss.
The Company has fully reserved the net potential future tax benefit of the
def=ed tax asset arising from the temporary difference of the net operating
loss.
The tax effect of the temporary difference as of December 31, 1999 is as
follows.
Deferred tax asset,
Net operating loss $74,644 Valuation allowance 76,644
As of December 31, 1999, the Company has an unused net operating loss
carryforward of $219,540 available for income tax purposes, The unused net
operating loss carry forward expires by the year 2014.
NOTE 4; Long - Term Debt
The long-term debt consists of an amount due to Penta Deltex Ltd, pursuant to
an agreement dated April 21, 1999 whereby the Company agreed to pay $300,000
for the exclusive rights to proprietary assets owned by Penta.
Future maturities of long-term debt are as follows:
Year ended December 31, 2000 $56,899
2001 100,000
Total maturities of long-term debt 156,899
Less current maturities 56,899
Total long-term debt
GREEN DOLPHIN SYSTEMS CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 5; Commitment
The Company leases its administrative and warehouse space under an operating
lease expiring on November 30, 2004.
The annual future minimum lease payments under non-cancelable operating lease
as of December 31, 1999 are;
2000 $28,770
2001 33,960
2002 33,960
2003 33,960
2004 31,130
Total Minimum Rental Payments
NOTE 6; Subsequent Event
The Company entered into a plan and agreement of reorganization with
Traveler's Infocenter, Inc., a Delaware corporation whose name will be changed
to Green Dolphin Systems Corporation (hereinafter referred to as "Green
Dolphin Public" or Public) on February 28, 2000,
As consideration for the reorganization, Public will effectuate a one (1)
share for ten (10) share reverse split of the 5,130,600 outstanding common
shares thereof which are presently outstanding to 513,600 such shares without
changing the par value thereof
The stockholders of the Company will exchange One hundred percent (100%) of
the issued and outstanding shares for Eleven Million (I 1,000,000) common
shares of Public post reverse split common stock.
TRAVELERS INFOCENTER INC
FINANCIAL STATEMENTS
Board of Directors
Traveler's Infocenter, Inc,
Wilmington, Delaware
I have audited the accompanying balance sheet of Traveler's Infocenter, Inc.
(a Delaware corporation) as of December 31, 1999 and 1998, and the related
statements of income and cash flows for the years then ended, 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 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 Traveler's Infocenter, Inc.
as of December 31, 1999 and 1998, and the results of its operations and cash
flows for the Years then end4 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's recurring losses and limited capital resources raise
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Aaron Stein
Cedarhurst, New York
February 10, 2000
December 31,
1999 1998
ASSETS
Current assets: $ $
Total Attses $ $
LIABILITIES AND STOCKHOLDERS- EQUITY
Stockholders, equity:
Common stock. $.001 par value,
15,000,000 shares authorized,
5,130,600 issued and outstanding $ 51,306 351,306
Additional paid-in-capital 1,221,794 1,221,794
Accumulated deficit (1,273,100) (1,273,100)
Total stockholders' equity - -
- -
See accompanying notes to financial statements
2
TRAVELER'S INFOCENTER INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
December 31,
1999 1998
Net sales - $23,187
Selling, general and
administrative expenses - 314,953
LM from operations - (291,766)
Accumulated deficit, beginning (1,273,100) (981,334)
Accumulated deficit, ending (1,273,100) (1,273,100)
Loss per share of common stock $0.00 $(0.0569)
See accompanying notes to financial statements
3
TRAVELER'S INFOCENTER, INC.
STATEMENTS OF CASH FLOWS
December 31,
1999 1998
Cash flows from operating Activities
Net loss - (291,766)
Adjustments to reconcile net loss to
Net cash used by operating activites:
Changes in operating assets and liabilites:
Payroll tax liabilities - (6,617)
Cash flows from investing activities:
Write-off of impaired assets - 226,106
Net decrease in cash - (72,177)
Cash, beginning of year - 72,177
Cash, end of year - -
See accompanying notes to financial statements
4
TRAVELER'S INFOCENTER, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1: Organization, Business, and Significant Accounting Polices
Organization Traveler's Infocenter, Inc. (the "Company") was organized, under
the laws of the state of Delaware, pursuant to Sections 242 and 245 of the
Delaware General Corporation Law, on August 24, 1995,
Business
The Company was engaged in the business of helping to unite hotel guests with
quality travel related services. During 1998 the Company (;eased business
operations
Significant accounting policies
Income Taxes - The Company accounts for income taxes under Statement of
Financial Accounting Standards 109, Accounting for Income Taxes. Statement
109 requires the Company to account for income taxes under an asset and
liability method that recognizes deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the tax and
financial reporting bases of certain assets and liabilities.
Comprehensive Income - The Financial Accounting Standards Board has issued
FASB Statement No, 130 Reporting Comprehensive Income effective for fiscal
years beginning after December 31, 1997. Since the Company has no items of
"other comprehensive income" for the years ended December 31, 1998 and 1998,
Statement No. 130 does not apply for this period.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reported period, Actual results could differ from those estimates.
Impaired Assets - The Company has written - off those assets which in its
opinion it considers impaired, consisting of fixed assets of $211,256 and
organization costs of $14,850.
Computation of Loss Per Share - Net loss per share is based upon the weighted
average number of shares of common equivalent shares consisting of options
(using the treasury stock method) outstanding for each of the periods
presented, Common equivalents shares are not considered if the result would be
anti-dilutive.
5
TRAVELER' S INFOCENTER, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2: Income Taxes
There is no provision for federal, state or local income taxes for the period
ending December 31, 1999, since the Company has incurred an operating loss,
The Company has fully reserved the net potential future tax benefit of the
deferred tax asset arising from the temporary difference of the net operating
loss carryforward,
The tax effect of the temporary difference as of December 31, 1999 is as
follows.
Deferred tax asset:
Net operating loss $430,049
Valuation allowance $430,039
As of December 31, 1999, the Company has unused net operating loss
carryforward of $1,264,850 available for income tax purposes, The unused net
operating loss carryforward expires by the year 2009,
NOT% 3: Going Concern Consideration
The Company has a very limited operating history The accompanying financial
statements have been prepared assuming that the Company will continue and has
had losses since inception. The Company's lack of financial resources and
liquidity at December 31, 1999 raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The
Company has been dependent upon raising debt and equity funding to remain in
existence as a going concern. Its continued existence is also dependent on
equity funding.
NOTE 4.- Subsequent Event
With respect to the Company's going concern considerations, on February 28,
2000 the Company entered into a plan and agreement of reorganization to
exchange its voting stock for stock in and of Green Dolphin Systems
Corporation a Nevada Corporation (hereinafter referred to as "Green Dolphin
Private" or Private). The Company will change its name to Green Dolphin
Systems Corporation (hereinafter referred to as "Green Dolphin Public" or
Public),
As consideration for the reorganization, Public will effectuate a one (1)
share for ten (10) share reverse split of the 5,130,600 outstanding common
shares thereof which are presently outstanding to 5 1 3,600 such shares
without changing the par value thereof
The stockholders of private will sell and convey to Public all of their right,
title, and interest in and to One hundred percent (1001/o) of the issued and
outstanding shares of Private for Eleven Million (I 1,000,000) common shares
of Public post reverse split common stock,
6
TRAVELER'S INFOCENTER, INC.
PRO FORMA BALANCE SHEET
The following pro forma balance sheet has been derived from the balance sheet
of Travelers Infocenter, Inc. at December 31, 1999 and adjusts such
information to give effect to the Reorganization as if the Reorganization had
occurred at Dec-ember 31, 1999, The pro forma balance sheet is presented for
international purposes only and does not purport to be indicative of the
financial condition that actually would have resulted if the Reorganization
had been consummated at December 31, 1999. The pro forma balance sheet should
be read In conjunction with the notes thereto.
December 31, 1999
Travelers Green
Infocenter, Inc. Dolphin Adjustments ProForma
Current assets:
Cash $ - $ 6,930 $ - $ 6,930
Inventories 3,831 - 3,83l
Fixed Assets:
Manufacturing equipment - 9,633 - 9,633
Other assets:
Trademarks and
Copyrights - net - 286,667 - 286,667
Prepaid expenses - 1,650 - 1,550
- $$308,711 - $308,711
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities-
Current portion of
long-term debt $ - $ 56,899 $ - $ 56,899
Long-term liabilities:
Long-term debt,
less current portion - 100,000 - 100,000
Accounts payable - 2,762 - 2,762
Stockholders' equity:
Common stock 51,306 11,513 $ 52,317 115,136
Additional paid
in capital 1,221,794 194,077 (1,325,417) 90,454
Accumulated deficit (1,273,100) (56,640) 1,273,100 (56,540)
$ $308,711 $ $308,711
See accompanying notes to pro forma Balance Sheet
TRAVELER'S INFOCENTER, INC.
PRO FORMA STATEMENT OF OPERATIONS
The following unaudited pro forma statements of operations have been derived
from the Statements of operations of Travelers Infocenter, Inc. for the year
ended December 31, 1999 and adjusts such information to give effect to the
Reorganization as if the Reorganization had occurred on January 1, 1999. The
pro forma statements of operations are presented for informational purposes
only and do not purport to be indicative of the results of operations that
actually would have resulted if the Reorganization had been consummated on
January 1, 1999 nor which may result from future operations. The pro forma
Statement of Operations should be read in conjunction with the notes thereto.
December 31, 1999
Travelers Green
Infocenter, Inc. Dolphin Adjustments ProForma
Net sales $ $471,539 $ $471,539
Operating costs and expenses:
Cost of sales 273,528 273,528
Selling, general and
administrative expenses 241,218 241,218
Loss before depreciation
and amortization (43,207) (43,207)
Depreciation and amortization 13,333 13,333
Net loss $- $ (56,540) $ $ (56,540)
See accompanying notes to pro forma Statement of Operations
TRAVELERS INFOCENTER, INC.
NOTES TO PRO FORMA BALANCE SHEET
(1) Adjustment to reflect the one (1) share for ten (10) share reverse split
of the 5,130,600 outstanding common shares to 513,600 and the issuance of
eleven million common shares of post reverse split common stock in exchange
for one hundred percent (100%) of the issued and outstanding stock of Green
Dolphin Systems Corporation, a Nevada corporation pursuant to a Plan and
Agreement of Reorganization dated February 28, 2000.
PART III
Item 1. Index to Exhibits
3.i Articles of Incorporation
3.ii Amended & Restated Articles
3.iii Certificate of Amendments
10.ii Plan and Agreement of Reorganization
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.
GREEN DOLPHIN SYSTEMS CORPORATION
Date: March 31, 2000
By:/s/ Nicholas Plessas
Nicholas Plessas,
President
