SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10SB12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------
CASTPRO.COM, INC.
-----------------
(Exact name of Registrant as specified in its Charter)
Nevada 95-4774766
------ ----------
(State of Incorporation) (IRS Employer ID No.)
11300 West Olympic Boulevard, Suite 730
Los Angeles, California 90064
(Address of principal executive offices)
(310) 231-7066
(Registrant's telephone number)
Securities to be registered pursuant to Section 12(g) of the Act:
9,848,500 Common shares
Securities registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange
to be Registered on which registered
---------------- -------------------
Common Stock, $0.001 par value None
The aggregate market value of the voting stock held by non-affiliates of
the Registration was $3,040,000 as of April 30, 2000.
Shares of Common Stock Outstanding as of May 31, 2000: 9,848,500.
<PAGE>
Item 1. DESCRIPTION OF BUSINESS
INTRODUCTION
------------
1. Castpro.com, Inc., a Nevada corporation ("CP"), operating through
its wholly owned subsidiary, Castpro.com, LLC, is a development stage
corporation which initiated in March of 1999, the business of broadcasting
events live on location and delayed web casts over the Internet as well as over
traditional media. The Company intends to web cast a wide range of sporting,
entertainment and business events. (Castpro.com, Inc. and Castpro.com, LLC are
collectively referred to as "Castpro" or "CP".)
The Company was originally incorporated under the name Engineering
Services, Inc., on July 13, 1984. The Company changed its name to Deep Earth,
Inc. in November, of 1998. The Company was originally engaged in the activity of
seeking and developing mining properties and has been inactive after 1991, and
became essentially a dormant shell without assets or liabilities. On November
29, 1999, the Company changed its name to Castpro.com, Inc. On December 31,
1999, the Company entered into a stock for stock exchange, whereby it acquired
all of the stock of Castpro.com, LLC, a newly organized California corporation
formed to conduct the web cast business, in exchange for the issuance of
8,000,000 additional shares of its Common Stock.
B. FINANCIAL INFORMATION BY
---------------------------
INDUSTRY SEGMENT AND CLASSES OF PRODUCTS
----------------------------------------
Registrant is in only one industry segment, the broadcasting of live
and delayed coverage of sporting, entertainment and business events over the
Net, and in traditional media, and related services.
Year 1st Quarter
1999 2000
------- ------------
Sales to Unaffiliated Customers: $ 0 $ 0
Operating (Loss) $(298,250) $(228,493)
Identifiable Assets, Net $ 561,450 $ 948,634
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C. BUSINESS
-----------
(a) Castpro.com, is a development stage company which started the
business in March of 1999, of producing digital, live on-location and in studio
webcasts, for immediate and/or delayed broadcast utilizing high quality
equipment, and new digital technology to transfer streaming data both over the
net and through other video feed mediums.
Webcasting is a broadcast via the Internet, consisting of audio, video,
still images, and/or text streamed over the Internet.
DVD and HDTV are a form of streaming media, and in the future,
television, radio, and movies are expected to be streamed over the Internet.
Utilizing the Internet, prerecorded or live performances and interviews can be
accompanied by powerful user interaction such as real time viewer chat sessions,
polling, hyperlinks to external web sites/e-commerce, and extensive information
about the performance, its participants, and sponsors/advertising.
Broadcasting on the web can be targeted to either the general public
worldwide, or to tightly controlled audiences utilizing passwords, depending
upon particular client requirements. Webcasting utilizes streaming technologies
that allow users to experience audio and visual on the Internet without the need
to download files. This allows the media to be experienced in real-time, either
live or on-demand by the user.
CastPro.com offers complete audio-visual digital production, editing,
encoding and broadcast services that utilize Remote Webcast Technology to stream
wireless online broadcasts from remote locations. CastPro.com utilizes specially
designed trucks that are outfitted with hi-tech equipment, including digital
microwave and satellite wireless capabilities. This allows the Company to
broadcast live to the Internet from remote locations. CastPro.com can provide
onsite service to corporate and entertainment clients and allow the client to
'stream' or broadcast an event, speech, or training session to the Internet
immediately.
Castprofiles.com LLC, a wholly-owned subsidiary of the Company,
produces streaming media packages of company profiles showcasing top level
executives of public and private companies. Out of its state of the art studios,
Castprofiles.com LLC scripts, shoots, edits, encodes, and hosts the company
profiles which are placed on the client's website. The profiles consist of a
question and answer session where the interviewer asks questions designed to
draw out key features of the client company.
Castrofiles.com LLC also provides other corporate communications
solutions such as services to produce, record, encode and host company
announcements. Press releases and other company material is turned into
streaming media and placed in the company's investor relation's website.
Castprofiles.com LLC also host conference calls, road shows, and other solutions
CastPro.com intends to specialize in the live streaming media
production of concerts, trade shows, breaking news events, interviews, social
activities, sporting events and movie premiers.
It also intends to produce streaming media production for business
related events, such as shareholder meetings, press releases and earnings
announcements, product launches and training sessions.
These events will be first captured on-site or in studio by CastPro.com
using quality digital production equipment, professionally edited live, then
encoded and
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streamed wirelessly to servers which distribute the stream to the Internet. The
event can be broadcast simultaneously locally and/or internationally to multiple
viewers on the Internet.
Because the Company only commenced its web cast business in March of
1999, and its actual services to date has been in the areas of live web casting,
encoding and non-live productions, the following discussion is primarily
prospective and discusses what the Company's management plans to do. There is no
assurance that the Company will be successful in entering management's targeted
markets, providing the planned services, doing so in a manner that generates
profits, or that the Company will be able to locate sufficient capital, or on
reasonable terms, or that its services will prove profitable.
(b) Projected Sources or Revenues. CastPro.com has identified
these future revenue producing activities associated with its services:
* Pre-Production - The Company creates preview clips for the
beginning of live digital streams, as well as original content
for inserts and commercials during live broadcast.
* Connectivity (Wireless) Solutions - The Company establishes
connectivity to the Internet for temporary events. Using their
Mobile Production Units and other vehicles, the Company
provides a mobile Internet connection to be used for any event
by the companies clients.
* Encoding Services - The Company encodes pre-recorded
material from any medium and streams it over the Internet,
making it available for on-demand viewing
* Co-Location Services - The Company offers companies, for a
monthly fee, the option to have their servers link to
CastPro.com's high speed communications facility
* Web Cam Installations - The Company will install permanent
web cameras for companies for live, on-demand viewing
* Web Design - The Company will incorporate Webcast into
companies websites, providing seamless viewing of live events,
advertising, click throughs, and links.
* In Studio Productions - The Company's studios allow it to
produce and broadcast content for corporate and entertainment
clients.
* Profile Creation - The Company's custom created digital
profiles for corporate clients to be streamed on their
website. These profiles expose the key driving points behind
the corporation, told from a top level executive.Customers
will have the option to have a stand-alone presentations, or
have the presentation embedded in a web page. The web design
will support those customers who wish to have the presentation
embedded in a web page.
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This will allow the stream to be seen within a typical web
page, the surrounding space will be used for company artwork
hyperlinks, and advertisements. Incorporating a webcast into a
company's website, provides seamless viewing of the live
event. CastPro.com offers interactivity that incorporates live
chat sessions as well as advertising, hyperlinks,
merchandising and security access codes along with video/audio
streaming.
* Live webcasting - Encoding and broadcasting to the Internet-
Includes secure broadcasting for corporate communications.
Professional productions, live events and broadcasting to the
Internet.
* Pre-Production - A preview clip is a 30-second audio/visual
introduction that occurs at the beginning of a live webcast
and consists of integrating client's artwork, production
material, advertisements and credits into the webcast,
organizing chat programs, and creative direction. CastPro.com
will organize this stage to be completed before the live
webcasting event begins. Prepared at CastPro.com's facility,
pre-production will include the creation of preview clips,
inserts and commercials, web design and event specific online
marketing.
* Connectivity (Wireless) Solutions - Utilizing digital
microwave and satellite equipment. The company offers remote
Internet connectivity solutions.
* Encoding Services - The Company transforms digital and
non-digital media into streaming media formats.
* Co-Location Services - The Company provides its clients
access to their large Internet connection.
* On Demand Events - CastPro.com offers its webcasting
services for both "Live" and "On-Demand" events. An On-Demand
event is first captured, edited, digitized and programmed and
distributed via the client's website in a non-live
environment. These non-live webcasts can be viewed at any
time. Participation in a webcast may require some downloading
of helper applications (plug-ins), Private or pay-for-view
offerings require that viewers provide their user name and
password and will be available 24 hours, 7 days a week for
convenient viewing by the user.
* Corporate Profiles - Castprofiles.com LLC, a wholly-owned
subsidiary of the Company, produce streaming media packages of
company profiles showcasing top level executives of public and
private companies. Out of its state of the art studios,
Castprofiles.com LLC scripts, shoots, edits, encodes, and
hosts the company profiles which are placed on the client's
website. The profiles consist of a question and answer session
where the interviewer asks questions designed to draw out key
features of the client company.
* Corporate Profiles - Castrofiles.com LLC also provides other
corporate communications solutions such as services to
produce, record, encode and host company announcements. Press
releases and other company material is turned into streaming
media and placed in the company's investor relation's website.
Castprofiles.com LLC also host conference calls, road shows,
and other solutions
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* Event Advertising - The Company is establishing marketing
ties with major webcasting promoters/distributors such as
Broadcast.com in order to offer its client's
advertising/exposure for their event.
* Pay-per-view - The Company provides a pay-per-view solution
for any of its live and non-live web casts.
* Selling advertising space on and around webcasts - The
Company sells available advertising space to other companies
who wish to promote their products and services during the web
cast.
(c) Markets. The Company has defined two target markets, (i) large
multi-state Business Enterprises, and (ii) the Entertainment Industry. In both
of these markets, management believes it can present cost savings, benefit and
convenience to its clients, because of CastPro.com's low costs and its ability
to be on location with wireless broadcast capabilities. Utilizing the Company's
services, Clients are given the opportunity to reach a worldwide audience over
the Internet with a specific message tailored for effect.
In the Business Enterprise market area, CastPro.com offers services
for:
* Corporate profiles of key executives
* News networks and portals
* Corporate announcements of major product launches and
meetings, captured live for their target audience
* Special events broadcasting for companies and individuals.
* Conventions and trade shows
In the Entertainment Industry, CastPro.com provides services for:
* Entertainment portals and news sites
* Destination sites
* Webcast marketing - advertising and promotional materials,
preview clips, Quick Time movie production and Flash
animation.
* Webcast archiving - on demand archival hosting, on-line
broadcasts and DVD or CD mastering
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Management is endeavoring to develop industry alliances with large
network distributors, news and entertainment broadcasters and entertainment
portals, in order to establish its business and build a customer base. However
there are no assurances such alliances will be secured.
(d) Organization. CastPro.com has split its service categories into
four types: Special Events/Conventions, Corporate and Government Solutions,
Creative Internet Programming and temporary on-location connectivity.
Corporate and Government Solutions
----------------------------------
This service category will offer to create solutions for corporations
in the areas of live press releases, corporate profiles, conferencing, remote
training, product/technology demonstrations, Internet marketing campaigns,
convention booth and speaker coverage, sales materials, crisis communications,
and investor and public relations.
Special Events / Conventions
----------------------------
This service category will be staffed with production teams ready to
capture events such as concerts, seminars, conventions, sporting events, gala
parties and promotional events. Its technical capabilities will allow for
creative coverage, including mobile coverage and broadcasting from multiple
locations simultaneously.
As part of this service category, CastPro.com can help clients create
"live on the street" marketing campaigns by means of these mobile production
teams which will then be made available to broadcast live anytime.
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Creative Internet Programming
-----------------------------
This service category will provide technical capabilities in remote and
in-studio webcasting, thereby offering dynamic live content to film and
television studios, cable companies, Internet entertainment portals, and others
interested in expanding to Internet programming.
Temporary on-location connectivity
----------------------------------
This service category offers through mobile units and wireless
technology, temporary and immediate broadband connectivity to the Internet. From
remote broadcasting to establishing an emergency up-link, this service category
allows CastPro.com to provide a quick and affordable communication solution for
its clients.
(f) Competition
-----------
CastPro.com's Remote Webcast Technology enables the Company to produce
cost effective, live on-location webcasts. To date, only a few companies
specialize in live media and webcasting production. Management believes that
those that offer remote streaming production services are expensive due to
equipment, crew availability and transmission requirements.
Some companies producing live broadcasts require the use of an ISDN
line to transfer a Webcast to their server, often requiring a two-week period
for the line installation prior to the webcast. Others transmit the broadcast
via satellite, requiring a substantial investment in satellite communications
technology and equipment or paying high user fees for the access to a third
party's satellite communications network. These high-end services, while often
excellent, are vulnerable to competition from more economical services that
deliver the same quality of product. Further, many companies take weeks to set
up real-time event transmission. Equipment is typically bulky and can be hard to
place in the space available.
The singular feature that differentiates CastPro.com from its
competitors is the use of Mobile Production Units that propel the Company from
being one of several to offer digital production to being one that currently
offers live wireless production, editing and streaming in a full service,
seamless operation. However, a well capitalized competitor could easily
duplicate the Company's equipment and plan of business, and there are no
barriers to competition.
(g) Equipment and Technology.
CastPro.com's two Mobile Production Units (outfitted trucks) are able
to uplink directly from the production location to the Internet. Each truck
costs approximately $500,000 to build and equip.
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The Mobile Production Units are similar to a custom built mobile
recording studio. The trucks come equipped with wireless capability, allowing
them to broadcast live within a 20-60-mile line of sight from a hosting facility
or repeater antenna, even while in motion. The Mobile Production Unit is
equipped with the digital production equipment mounted to the walls of the
truck. Inside the vehicle there is sufficient room for two technicians to
operate the live broadcast. One Mobile Production Unit is required for each live
event.
The Company also maintains a professional broadcast studio, from where
it produces live and taped content.
The Company maintains its own website, which includes current and
up-to-date information about the Company, archives and examples of past webcast
available for viewing on demand and contact information.
(h) Employees
---------
The Company currently has 9 employees and hires part time staff as
needed.
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Item 2.
Management's Discussion and Analysis of
---------------------------------------
Financial Condition and Results of Operation
--------------------------------------------
1. Results of Operations
Fiscal Year Ended December 31, 1999
-----------------------------------
The Company was in a startup mode and had no revenues through December
31, 1999. Expenses totaled $298,250 for this period, resulting in a loss from
operations of $(298,250). Management believes that expenses will exceed revenues
for the foreseeable future.
Quarter Ended March 31, 1999
----------------------------
Revenues totaled $0 for the quarter ended March 31, 2000, while
expenses totaled $228,493 for the quarter, leaving a loss from operations of
$(228,493).
2. Liquidity and Capital Resources
-----------------------------------
The Company's management recognizes the Company's urgent need to raise
additional cash in order to increase working capital, purchase additional
equipment, expand its staff, and thereby increase the number of events it can
broadcast each year, with a resulting increase in revenues.
Management is planning to raise additional working capital through the
private sale of the Company's Common Stock. However, the availability of such
capital, and the terms for sale of its Common Stock are uncertain at this time,
and there is no assurance the Company will be able to raise additional capital
and continue its operations, or that the terms for any such capital will be
commercially reasonable.
Forward Looking Statement
-------------------------
The above paragraphs and other parts of this Form 10SB Registration
Statement include "Forward Looking Statements". All statements other than
statements of historical fact included herein, including any statements with
respect to sales forecast, future product acceptance or other future matters,
are Forward Looking Statements.
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Although the Company believes that there is a reasonable basis for the
projections reflected in such Forward Looking Statements, it can give no
assurance that such expectations will prove to be correct. Certain of the
important factors that could cause actual results to differ materially and
negatively from the Company's expectations, among others, include the condition
of the economy, the emergence and acceptance of new streaming technology and
webcasts the entry of other and perhaps better capitalized companies into the
business, and/or an inability of CastPro to obtain sufficient working capital.
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Item 3.
DESCRIPTION OF PROPERTIES
-------------------------
A. Facilities
--------------
The Company's head office is located in West Los Angeles. The main
facility houses a significant investment in technical equipment from
professional digital audio/video recording and editing equipment to servers,
computers and a high speed communications line.
The Facility serves as: A hub of communications for live webcasts and
is manned by engineers to receive and distribute communication with the Mobile
Production Unit during live webcasting. The Facility also maintains data links
to and from the Mobile Production Units and to and from the distributors.
The Facility also services as the center for office operations, which
include: administration, pre/post-production, sales, customer support, paperwork
processing, planning, web design, marketing etc.
The Company also maintains a state-of-the-art internet production
studio where it produces, among other things, live and taped content for its
clients.
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Item 4.
SECURITY OWNERSHIP OF
---------------------
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
----------------------------------------
The following table sets forth information regarding beneficial
ownership as of March 31, 2000, of the Company's Common Stock, by any person who
is known to the Company to be the beneficial owner of more than 5% of the
Company's voting securities and by each director and by officers and directors
of the Company as a group.
Beneficial Percentage
Name and Address Ownership of Class
---------------- --------- --------
Corey K. Quinn(1) 1,900,000 20.6%
*11300 West Olympic Blvd.
Suite 730
Los Angeles, CA 90064
Simon G. Talbot 1,900,000 20.6%
All current directors and
officers as a group (2 persons) 3,800,000 41.2%
(1) Messrs. Quinn and Talbot have each placed 1,500,000 of their shares, or a
total of 3,000,000 shares, in escrow under the terms of the Reorganization
Agreement between the Company and CastPro.com, LLC. (See "Certain Relationships
and Related Transactions".)
*This address also applies to all persons listed.
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Item 5.
DIRECTORS, EXECUTIVE OFFICERS,
------------------------------
PROMOTERS AND CONTROL PERSONS
-----------------------------
The names, ages and positions of the directors and executive officers
of the Company as of April 1, 2000, are as follows:
<TABLE>
<CAPTION>
Name Age Position Since
---- --- -------- -----
<S> <C> <C>
Corey K. Quinn 25 Co-President 3/7/00
Chief Executive Officer
Chief Financial Officer
Secretary and a Director
Simon G. Talbot 21 Co-President 3/7/00
Chief Technical Officer
and a Director
</TABLE>
Directors serve until the next annual meeting of shareholders, or until their
successors are elected.
Corey K. Quinn. As co-founder and co-President of CastPro.com, Mr.
Quinn is responsible for the overall strategic development and the
administrative functions of the Company. Previously he was a Technical Support
Manager for LA Bridge Internet. Mr. Quinn's diverse background in business,
computer technology and photography bring skills to the Company, while his
leadership and vision remain the driving force. Mr. Quinn will co-lead the
Company in the start-up phase, and its high growth period.
Simon G. Talbot. Simon Talbot is a co-founder and co-President of
CastPro.com, Inc., and has several years in the broadcast industry. Formerly,
Mr. Simon was engaged as a Technical Consultant to J.C. Williamson Technologies,
an Australian owned broadcasting company. In this capacity, he provided advisory
services in all facets of the technology used by the company. Mr. Talbot's
technical background comprising of broadcasting and computer technology, brings
technical depth to the Company. Simon Talbot was instrumental in developing the
Company's innovative technology, and will oversee its development.
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Item 6.
EXECUTIVE COMPENSATION
----------------------
The following table sets forth the annual compensation paid and accrued
by the Company during its first and only fiscal year to its two co-executive
officers, including cash and issuance of securities. The Company has not paid
any officer or director in excess of $100,000 in any year.
<TABLE>
<CAPTION>
Summary Compensation
--------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Secur-
Name Annual Restricted ities All Other
and Compen- Stock Underlying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) $ ($) SARs (#) ($) ($)
------------- ------- ------ ------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Corey K. 1999 $60,000 $0 $0 0 0 0 0
Quinn
Co-President
and Director
Simon 1999 $60,000 $0 $0 0 0 0 0
Talbot
Co-President
and Director
</TABLE>
On April 28, 2000, the Company's Board of Directors adopted the
CastPro.com, Inc. 2000 Nonqualified Stock Option Plan, and reserved 1,000,000
shares for future issuances thereunder. The Board thereafter issued a total of
125,500 Options, to acquire 125,500 Shares of the Company's Common Stock, to 8
employees, including officers and directors, including Corey Quinn (25,000
options), and Simon Talbot (25,000 options). The options vest on November 1,
2000, expire on December 31, 2005 if not exercised, and are exercisable at an
exercise price of $6.60 per share.
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Item 7.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
On December 31, 1999, the company entered into a Share Exchange
Agreement, whereby it acquired 400 shares of the common stock of CastPro.com,
LLC, a California Limited Liability Company (hereinafter "LLC"), representing
100% of LLC's outstanding common stock, from the LLC shareholders, in exchange
for the issuance by the Company to the LLC Shareholders of 8,000,000 shares of
the Company's Common Stock.
Of the 8,000,000 shares so issued by the Company, a total of 3,000,000
shares were escrowed, and will be earned and released in equal amounts to Corey
K. Quinn and Simon G. Talbot, based on achievement by the Company of certain
cumulative audited annual revenue numbers, all in accord with the following
"earn out" schedule:
Number of Shares
Deemed Earned and
Released from Escrow
Cumulative Audited 1/2 to Quinn and
Revenues of 1/2 to Talbot
----------- -------------
$2,500,000 1,000,000
4,500,000 1,000,000
7,500,000 500,000
10,000,000 500,000
-----------
Total 3,000,000
In addition, and concurrently, the Company issued a total of 825,000
shares of its common stock to two of the Company's creditors, in exchange for
the cancellation of $825,000 in principal and accrued interest owed by the
Company to said entities.
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Item 8.
DESCRIPTION OF REGISTRANT'S SECURITIES
--------------------------------------
TO BE REGISTERED
----------------
The Company has only one type of security, Common Stock with par value
equal to $0.001. There are 100,000,000 authorized shares of Common Stock of
which 9,213,500 shares were issued/outstanding as of April 30, 2000.
The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the holders of Capital
Stock. Holders of Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
preferred stock that might be issued in the future. Holders of Common Stock have
no preemptive or subscription rights, and there are no redemption or conversion
rights with respect to such shares. All outstanding shares of Common Stock are
fully paid and nonassessable.
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PART II
Item 1.
MARKET PRICE AND DIVIDENDS
--------------------------
ON REGISTRANT'S COMMON STOCK
----------------------------
EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------
The Company's Common Stock trades on the "Pink Sheets" under the symbol
"KSTP" at this time. Upon SEC clearance of this Form 10SB Registration
Statement, the Company intends to seek trading privileges for its securities on
the NASD Bulletin Board.
From November 11, 1999 through April 1, 2000, the closing sales price
of the Company's Common Stock has ranged between $6.00 and $8.00.
At April 1, 2000, the Company had approximately 45 Shareholders of
record.
The Company has not paid a dividend since its incorporation, and
management does not anticipate the Company will pay dividends in the near
future.
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Item 2.
LEGAL PROCEEDINGS
-----------------
None.
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Item 3.
CHANGES IN AND DISAGREEMENTS
----------------------------
WITH ACCOUNTANTS ON
-------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
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<TABLE>
<CAPTION>
Item 4.
RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------
Class of Offering Price Exemption
Title of Persons to or Nature of Relied
Date Securities Amount Underwriters Whom Sold Transaction Upon
---- ---------- ------ ------------ --------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
12/31/ Common 8,000,000 None Shareholders Stock for 4(2)
99 Stock Of CastPro. Stock Exchange
com, LLC Acquired 100%
Of CastPro.com,
LLC, valued at
$8,000
12/31/ Common 825,000 None Exchange for Exchanged for 4(2)
99 Stock existing debt $825,000 in
Debt
</TABLE>
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Item 5.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Nevada General Corporation Law, under which the Company is
incorporated, gives a corporation the power to indemnify any of its directors,
officers, employees, or agents who are sued by reason of their service in such
capacity to the corporation provided that the director, officer, employee, or
agent acted in good faith and in a manner he believed to be in or not opposed to
the best interests of the corporation. With respect to any criminal action, he
must have had no reasonable cause to believe his conduct was unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF
THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS OR OTHERWISE, THE REGISTRANT
HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION
SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS,
THEREFORE, UNENFORCEABLE, IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION AGAINST
SUCH LIABILITIES (OTHER THAN THE PAYMENT BY THE REGISTRANT OF EXPENSES INCURRED
OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF THE REGISTRANT IN THE
SUCCESSFUL DEFENSE OF ANY ACTION, SUIT OR PROCEEDING) IS ASSERTED BY SUCH
DIRECTOR, OFFICER OR CONTROLLING PERSON IN CONNECTION WITH THE SECURITIES BEING
REGISTERED, THE REGISTRANT WILL, UNLESS IN THE OPINION OF ITS COUNSEL THE MATTER
HAS BEEN SETTLED BY CONTROLLING PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE
JURISDICTION THE QUESTION WHETHER SUCH INDEMNIFICATION BY IT IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF
SUCH ISSUE.
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PART III
--------
ITEM 1. INDEX TO EXHIBITS
Item 1 Index to Exhibits
*3(i) Articles of Incorporation
*3(ii) Bylaws
*4 Instruments defining rights of security holders, including
indentures.
None.
*9 None
*10 Material Contracts
(a) Share Exchange Agreement
(b) Facility's Lease Agreement
(c) CastPro.com, Inc. 2000 Nonqualified Stock Option Plan
*21 Subsidiaries of the Registrant
Name Domicile
---- --------
CastPro.com, LLC California
*24 Power(s) of Attorney
27 Financial Data Schedule
*To be filed with Amendment
23
<PAGE>
Item 2 Description of Exhibits
Articles of Incorporation
Bylaws
Material Contracts
(a) Share Exchange Agreement
(b) Facility's Lease Agreement
(c) CastPro.com, Inc. 2000 Nonqualified Stock Option Plan
Subsidiaries of the Registrant
Name Domicile
---- --------
CastPro.com, LLC California
Power(s) of Attorney
Financial Data Schedule
24
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CASTPRO.COM, INC.
/s/ Corey K. Quinn
------------------
Corey K. Quinn, Co-President
Date: May 5, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Corey K. Quinn
------------------------ Co-President June 21, 2000
Corey K. Quinn Chief Executive Officer
Secretary, Director
/s/ Simon G. Talbot Co-President June 21, 2000
------------------------ Chief Technical Officer
Simon G. Talbot Director
25
PART F/S
Financial Statements
CASTPRO.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
INDEPENDENT AUDITOR'S REPORT
----------------------------
And
CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
December 31, 1999
<PAGE>
CASTPRO.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
TABLE OF CONTENTS
December 31, 1999
-----------------
Page
Auditor's Independent Report 1
Consolidated Balance Sheet 2
Consolidated Statement of Operations and Accumulated Deficit 3
Consolidated Statement of Stockholders' Equity 4
Consolidated Statement of Cash Flows 5
Supplemental Consolidated Cash Flow Information 6
Notes to Consolidated Financial Statements 7-10
<PAGE>
INDEPENDENT AUDITOR'S REPORT
----------------------------
To The Stockholders' and Board of Directors
CASTPRO.COM, Inc. and Subsidiary
Los Angeles, CA 90064
We have audited the accompanying consolidated balance sheet of CASTPRO.COM, Inc.
and Subsidiary as of December 31, 1999, and the related consolidated statements
of operations, accumulated deficit and cash flows for the period January 12,
1999 (Date of Inception) 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 audit.
We conducted our audit 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 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CASTPRO.COM, Inc.
and Subsidiary as of December 31, 1999, and the results of its operations and
its cash flows for the period January 12, 1999 (Date of Inception) to December
31, 1999, in conformity with generally accepted accounting principles.
/s/Brad B. Haynes
-----------------
Brad B. Haynes
Los Angeles, California
February 24, 2000
<PAGE>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
--------------------------
December 31, 1999
-----------------
ASSETS
CURRENT ASSETS
Cash $ 130,943
Prepaid expenses 44,124
---------
Total Current Assets $ 175,067
PROPERTY AND EQUIPMENT
(Net of $32,297 depreciation) 281,706
OTHER ASSETS
Deposit 69,922
Security deposits 33,322
Other assets 1,433
---------
Total Other Assets 104,677
---------
TOTAL ASSETS $ 561,450
---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses payable 16,792
Payroll taxes payable 4,208
Income tax payable 800
---------
Total Current Liabilities 21,800
STOCKHOLDERS' EQUITY
Capital Stock, authorized; 100,000,000
shares of Common Stock @ .001,
issued and outstanding 9,213,500 9,214
Additional paid-in capital 828,686
Accumulated deficit during development stage (298,250)
---------
Total Stockholders' Equity 539,650
---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 561,450
The accompanying notes are an integral part of the Financial Statements
<PAGE>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
------------------------------------------------------------
For the Period January 12, 1999 (Date of Inception) to December 31, 1999
------------------------------------------------------------------------
REVENUE $ 0
EXPENSES
General, sales and administrative expenses 297,450
LOSS FROM OPERATIONS (297,450)
PROVISION FOR INCOME TAX 800
NET LOSS (298,250)
ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - beginning --
ACCUMULATED LOSS DURING DEVELOPMENT STAGE - end $ (298,250)
-----------
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 9,213,500
-----------
BASIC LOSS PER COMMON SHARE $ (.03)
-----------
DILUTED LOSS PER COMMON SHARE $ (.03)
-----------
The accompanying notes are an integral part of the Financial Statements
<PAGE>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
For The Period January 12, 1999 (Date of Inception) to December 31, 1999
------------------------------------------------------------------------
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Deficit During Total
Paid-In Development Stockholders'
Shares Par Value Amount Capital Stage Equity
--------- ---- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
January 12, 1999 -- -- -- -- -- --
December 31, 1999
Issuance of Common Shares 8,000,000 .001 $ 8,000 -- -- $ 8,000
April 4, 1999
Contribution by LLC principal
of fixed assets -- -- -- 4,900 -- 4,900
December 31, 1999
Recapitalization/reorganization 388,500 .001 389 (389) -- --
December 31, 1999
Conversion of debt to Common Stock
825,000 .001 825 824,175 -- 825,000
December 31, 1999
Accumulated deficit during
development stage
-- -- -- -- (298,250) (298,250)
--------- ---- --------- --------- --------- ---------
Balance December 31, 1999 9,213,500 .00 $ 9,214 $ 828,686 $(298,250) $ 539,650
</TABLE>
The accompanying notes are an integral part of the Financial Statements
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
For the Period January 12, 1999 (Date of Inception) to December 31, 1999
------------------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $(298,250)
Adjustments to reconcile to net loss to net cash used
by operating activities:
Depreciation $ 32,297
Stock issued for services 8000
---------
Total adjustments 40,297
(Increase) decrease in assets
Prepaid expenses (44,124)
Deposits (69,922)
Security deposits (33,322)
Other assets (1,433)
Increase (decrease) in liabilities
Accrued expenses 16,792
Payroll taxes payable 4,208
Income tax 800
---------
Net (Increase) in Assets (127,001)
---------
NET CASH FLOWS USED BY OPERATING ACTIVITIES (384,954)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (314,003)
---------
NET CASH FLOWS USED BY INVESTING ACTIVITIES (314,003)
CASH FLOWS FROM FINANCING ACTIVITIES
Contributions by principal 4,900
Funds received by issuing note payable 825,000
---------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 829,900
CASH FLOWS PROVIDED BY ALL ACTIVITIES $ 130,943
CASH - beginning 0
CASH - end $ 130,943
---------
The accompanying notes are an integral part of the Financial Statements
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
SUPPLEMENTAL CONSOLIDATED CASH FLOWS INFORMATION
------------------------------------------------
December 31, 1999
-----------------
Income tax $0
Interest $0
NON-CASH FINANCING TRANSACTIONS:
-------------------------------
400 shares of CASTPRO.COM, LLC exchanged for 8,000,000 CASTPRO.COM, INC. at
.001 totaling $8,000.
$825,000 of related party debt exchanged for 825,000 shares of CASTPRO.COM,
INC. valued at $1.00 a share.
400 shares of CASTPRO.COM, LLC issued for services valued at $8,000.
388,500 shares of Deep Earth, Inc. (changed to CASTRO.COM, INC.) at .001
totaling $389 was offset by a reduction in additional paid-in capital of $389
by a reorganization/recapitalization transaction.
Contribution of fixed assets by a CASTPRO.COM, LLC principal valued at
$4,900.
The accompanying notes are an integral part of the Financial Statements
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
December 31, 1999
-----------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
Formation and Description of Business
-------------------------------------
Quinntal, International, LLC (California Incorporated) was formed on January
12, 1999. The LLC changed its name to CASTPRO.COM, LLC on August 6, 1999.
Effective December 31, 1999 the shareholders of LLC exchange 400 shares of
LLC (representing 100% of all shares) for 8,000,000 shares of Deep Earth,
Inc. formerly Engineering Services, Inc. (a Nevada corporation). At the time
of the business combination Deep Earth, Inc. was an active public shell and
had no assets or liabilities. Since the former controlling shareholders of
the LLC controlled Deep Earth, Inc. after the business combination, the
transaction has been accounted for as a reverse acquisition. Immediately
prior to the business combination, Deep Earth, Inc. had 388,500 shares
outstanding. Simultaneous with the closing of the business combination,
$825,000 of related party debt was exchanged for 825,000 shares of common
stock of CASTPRO.COM, INC. Deep Earth, Inc. changed its name to CASTPRO.COM,
INC. on December 31, 1999. CASTPRO.COM, INC. is a provider of live,
on-location digital webcast productions for corporations and major event
marketeers. The Company specializes in streaming media production of
concerts, tradeshows, interviews, sporting events and movie premiers. The
Company also produces streaming media for key business-related events such
as shareholders meetings, press release and earnings announcements, product
launches and training sessions. The Company is a development stage company
and has not as yet generated any revenues.
Principles of Consolidation
---------------------------
The Consolidated Financial Statements include the accounts of CASTPRO.COM,
INC. and its wholly owned subsidiary CASTPRO.COM, LLC. All significant
intercompany transactions and balances have been eliminated. The year end
selected was December 31st.
Cash Equivalents
----------------
Cash equivalents consist of funds invested in money market accounts and
investments with a maturity of three months or less when purchased. There
were no cash equivalents for the period January 12, 1999 (Date of Inception)
to December 31, 1999.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in financial statements and
accompanying notes. Actual results could differ from those estimates.
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
December 31, 1999
-----------------
Issuance of Shares for Service
------------------------------
Valuation of shares for services is based on the estimated fair market value
of the services performed.
Income Taxes
------------
The Company's uses the liability method of accounting for income taxes
specified by SFAS No. 109, "Accounting for Income Taxes", whereby deferred
tax liabilities and assets are determined based on the difference between
financial statements and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. Deferred tax assets are recognized and measured based on the
likelihood of realization of the related tax benefit in the future. The
Company had no material net deferred tax assets or liabilities at December
31, 1999.
2. PREPAID EXPENSES
----------------
The significance of this account is reflected in prepaid for the following.
Rent - $5,447; insurance - $8,411 and $28,140 paid to Media Concepts, Inc.
for equipment not utilized thus resulting in a prepaid expense.
3. PROPERTY AND EQUIPMENT
----------------------
Property and Equipment are stated at cost or fair values at the date of
acquisition and, in the case of equipment under capital lease, the present
value of minimum lease payments. Depreciation and amortization of property
and equipment are computed using the straight-line method over the following
estimated useful lives:
Operating Equipment 5 years
Leasehold Improvements 5 years
Furniture, Fixtures and Equipment 5 years
Depreciation expense for the period January 12, 1999 to December 31, 1999
was 32,297.
Property and equipment consists primarily of computers and communication
equipment. The recorded amount of property and equipment capitalized and the
related accumulated depreciation is as follows:
Mobile production unit $170,957
Computer equipment 52,949
Production equipment 29,415
Office equipment 15,472
Software 13,439
Other equipment 12,756
Furniture and fixtures 11,002
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
December 31, 1999
-----------------
Phone system 3,444
Security system 2,669
Truck 1,900
--------
Total property and equipment $314,003
Less: accumulated depreciation 32,297
--------
PROPERTY AND EQUIPMENT (NET) $281,706
--------
4. DEPOSITS
--------
The Company made a deposit of $69,922 to Shook Electronics, Inc. on November
15, 1999 on a unit identified as a mobile production unit which has a cost
of $139,844.
5. RELATED PARTY TRANSACTIONS
--------------------------
A related party investor exchanged $825,000 of debt for 825,000 of
CASTPRO.COM, INC. shares valued at $1 per share.
6. ADVERTISING
-----------
Advertising is expensed as incurred.
7. LEASE COMMITMENTS
-----------------
Operating Lease
---------------
The Company utilizes corporate office space in Los Angeles, California
currently under lease by CASTPRO.COM, a California LLC, from the lessor
M.P.I. LTD. The five year lease calls for minimum monthly payments of
$5,297.20 on 2,788 rental square feet and expires on September 14, 2004. The
Company has paid a security deposit of $29,274. Rent expense for the 3 1/2
months of 1999 was $18,540.
Future minimum lease payments associated with the lease described herein,
including rent increase of 2.6% per year:
Year Ended December 31
----------------------
2000 $64,054
2001 65,727
2002 67,400
2003 69,073
2004 49,766
-------
TOTAL $316,020
-------
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
December 31, 1999
-----------------
The Company utilized warehouse space in Los Angeles, California currently
under lease by CASTPRO.COM, INC., a California corporation. From Off
Broadway Partners, a California General Partnership, the three year lease
calls for minimum monthly payments of $1,761.40 on approximately 2,985
square feet and expires on December 31, 2002. The Company has paid a
security deposit of $3,522.80 and a prepaid rent of $1,761.40. There was no
rent expense for 1999.
Future minimum lease payments associated with the lease described herein:
Year Ended December 31
2000 $19,375
2001 21,136
2002 21,136
-------
TOTAL $61,647
-------
8. SUBSEQUENT EVENTS
-----------------
A related party investor put funds into the Company between January 28 and
March 31, 2000 totally $635,000. 635,000 shares were issued of CASTPRO.COM,
INC. stock in exchange.
<PAGE>
CASTPRO.COM, INC. AND SUBSIDIARY
--------------------------------
(A Development Stage Company)
ACCOUNTANT'S ACCUMULATED REVIEW REPORT
--------------------------------------
And
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------
March 31, 2000 and March 31, 1999
---------------------------------
<PAGE>
CASTPRO.COM, INC. AND SUBSIDIARY
(A Development Stage Company)
TABLE OF CONTENTS
March 31, 2000 and March 31, 1999
---------------------------------
Page
Accountant's Review Report
Consolidated Balance Sheet 2
Consolidated Statement of Operations and Accumulated Deficit 3
Consolidated Statement of Stockholders' Equity 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6-9
<PAGE>
ACCOUNTANT'S REVIEW REPORT
--------------------------
To The Stockholders' and Board of Directors
CASTPRO.COM, Inc. and Subsidiary
Los Angeles, CA 90064
We have reviewed the accompanying consolidated balance sheet of Castpro.com,
Inc. and Subsidiary (a development stage company) as of March 31, 2000, and the
related consolidated statements of operations and accumulated deficit, and
consolidated cash flows for the quarter ended March 31, 2000 and for the period
January 12, 1999 (Date of Incpetion) to March 31, 1999, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of Concierge,
Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
/s/Brad B. Haynes
-----------------
Brad B. Haynes
Los Angeles, California
June 14, 2000
<PAGE>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
March 31, 2000
ASSETS
------
CURRENT ASSETS
Cash $ 349,454
Prepaid expenses 25,558
-----------
Total Current Assets $ 375,012
PROPERTY AND EQUIPMENT
(Net of $51,074 depreciation) 538,986
OTHER ASSETS
Security deposits 33,322
Other assets 1,314
-----------
Total Other Assets
34,636
TOTAL ASSETS
$ 948,634
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accrued expenses payable 39,022
Payroll taxes payable 8,193
Income tax payable 800
-----------
Total Current Liabilities 48,015
STOCKHOLDERS' EQUITY
Capital Stock, authorized; 100,000,000
shares of Common Stock @ .001,
issued and outstanding 9,848,500 9,849
Additional paid-in capital 1,463,051
Accumulated deficit during development stage (572,281)
-----------
Total Stockholders' Equity 900,619
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 948,634
-----------
See accountant's review report and accompanying notes
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
------------------------------------------------------------
For the Periods
---------------
January 12, 1999
Three Months Ended (Date of Inception) to
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
REVENUES $ 1,500 $ 0
EXPENSES
General, Sales and Administrative Expenses 275,431 0
(LOSS) FROM OPERATIONS (273,231) 0
PROVISION FOR INCOME TAXES 800 0
NET LOSS (274,031) 0
ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - beginning 298,250 0
ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - end $ 572,281 $ 0
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 9,213,500 0
BASIC LOSS PER COMMON SHARE $ (.03) $ 0
DILUTED LOSS PER COMMON SHARE $ (0.03) $ 0
</TABLE>
See accountant's review report and accompanying notes
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. and Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For The Period January 12, 1999 (Date of Inception) to March 31, 1999
and Quarter Ended March 31, 2000
-------------------------------------------------------------------------------
Accumulated
Additional Deficit During Total
Common Stock Paid-In Development Stockholders
Shares Par Value Amount Capital Stage Equity
---------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
January 12, 1999 -- -- -- -- -- --
Balance March 31, 1999 0 0 $ 0 $ 0 $ 0 $ 0
---------- ----------- ---------- ---------- ---------- ----------
Balance January 1, 2000 9,213,500 .00 9,214 828,686 (298,250) 539,650
March 31, 2000
Conversion of debt to Common Stock 635,000 .00 635 634,365 -- 635,000
March 31, 2000
Accumulated deficit during development stage
-- -- -- -- (274,031) (274,031)
---------- ----------- ---------- ---------- ---------- ----------
Balance March 31, 2000 9,848,500 .00$ 9,849 $1,463,051 $ (572,281) $ 900,619
---------- ----------- ---------- ---------- ---------- ----------
</TABLE>
See accountant's review report and accompanying notes
<PAGE>
<TABLE>
<CAPTION>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
For the Periods
---------------
January 12, 1999
Quarter Ended (Date of Inception) to
March 31, 2000 March 31, 1999
------------- -----------------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss $(274,031) $ 0
Adjustments to reconcile Net Loss:
To Net Cash Used By Operating
Activities
Depreciation 18,777 0
--------- ---------
Total Adjustments 18,777 0
INCREASE) DECREASE IN ASSETS
Prepaid Expenses 18,566 0
Deposits 69,922 0
Other Assets 119 0
INCREASE (DECREASE) IN LIABILITIES
Accrued expenses 22,230 0
Payroll taxes payable 3,985 0
--------- ---------
NET CASH USED BY OPERATING ACTIVITIES (140,432) 0
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (276,057) 0
CASH FLOWS FROM FINANCING ACTIVITIES
Funds received by issuing note payable (converted to
equity) 635,000 0
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 635,000 0
---------
NET CASH PROVIDED FROM ALL ACTIVITIES 218,511 0
CASH - Beginning 130,943 0
--------- ---------
CASH - End $ 349,454 $ 0
SUPPLEMENTAL CONSOLIDATED CASH FLOWS INFORMATION
Income Tax $ 0 $ 0
Interest $ 0 $ 0
</TABLE>
See accountant's review report and accompanying notes
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
March 31, 2000 and March 31, 1999
---------------------------------
<PAGE>
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Formation and Description of Business
-------------------------------------
Quinntal, International, LLC (California Incorporated) was formed on January
12, 1999. The LLC changed its name to CASTPRO.COM, LLC on August 6, 1999.
Effective December 31, 1999 the shareholders of LLC exchange 400 shares of
LLC (representing 100% of all shares) for 8,000,000 shares of Deep Earth,
Inc. formerly Engineering Services, Inc. (a Nevada corporation). At the time
of the business combination Deep Earth, Inc. was an active public shell and
had no assets or liabilities. Since the former controlling shareholders of
the LLC controlled Deep Earth, Inc. after the business combination, the
transaction has been accounted for as a reverse acquisition. Immediately
prior to the business combination, Deep Earth, Inc. had 388,500 shares
outstanding. Simultaneous with the closing of the business combination,
$825,000 of related party debt was exchanged for 825,000 shares of common
stock of CASTPRO.COM, INC. Deep Earth, Inc. changed its name to CASTPRO.COM,
INC. on December 31, 1999. CASTPRO.COM, INC. is a provider of live,
on-location digital webcast productions for corporations and major event
marketeers. The Company specializes in streaming media production of
concerts, tradeshows, interviews, sporting events and movie premiers. The
Company also produces streaming media for key business-related events such
as shareholders meetings, press release and earnings announcements, product
launches and training sessions. The Company is a development stage company
and has not as yet generated any revenues.
Principles of Consolidation
---------------------------
The Consolidated Financial Statements include the accounts of CASTPRO.COM,
INC. and its wholly owned subsidiary CASTPRO.COM, LLC. All significant
intercompany transactions and balances have been eliminated for the quarter
ended March 31, 2000 and the period January 12, 1999 (Date of Inception) to
March 31, 1999. The year end selected was December 31st.
Cash Equivalents
----------------
Cash equivalents consist of funds invested in money market accounts and
investments with a maturity of three months or less when purchased. There
were no cash equivalents for the quarter ended March 31, 2000 and for the
period January 12, 1999 (Date of Inception) to March 31, 1999.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in financial statements and
accompanying notes. Actual results could differ from those estimates.
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
----------------------------------------------------
March 31, 2000 and March 31, 1999
---------------------------------
Issuance of Shares for Service
------------------------------
Valuation of shares for services is based on the estimated fair market value
of the services performed.
Income Taxes
------------
The Company's uses the liability method of accounting for income taxes
specified by SFAS No. 109, "Accounting for Income Taxes", whereby deferred
tax liabilities and assets are determined based on the difference between
financial statements and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. Deferred tax assets are recognized and measured based on the
likelihood of realization of the related tax benefit in the future. The
Company had no material net deferred tax assets or liabilities at March 31,
2000 and March 31, 1999.
2. PREPAID EXPENSES
--------------------
The significance of this account is reflected in prepaid for the following.
Insurance - $4,631 and $20,629 paid to Media Concepts, Inc. for equipment
not utilized thus resulting in a prepaid expense.
3. PROPERTY AND EQUIPMENT
--------------------------
Property and Equipment are stated at cost or fair values at the date of
acquisition and, in the case of equipment under capital lease, the present
value of minimum lease payments. Depreciation and amortization of property
and equipment are computed using the straight-line method over the following
estimated useful lives:
Equipment and Computers 5 years
Leasehold Improvements 5 years (term of lease)
Furniture, Fixtures and Equipment 5 years
Depreciation expense for the quarter ended March 31, 2000 was 18,777 and for
the period January 12, 1999 (Date of Inception) to March 31, 1999 was zero.
Property and equipment consists primarily of computers and communication
equipment. The recorded amount of property and equipment capitalized and the
related accumulated depreciation is as follows:
Mobile production unit $356,843
Computer equipment 101,176
Production equipment 36,594
Office equipment 16,338
Software 14,554
Other equipment 35,382
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
----------------------------------------------------
March 31, 2000 and March 31, 1999
---------------------------------
Furniture and fixtures 14,638
Phone system 3,444
Security system 4,195
Truck 1,900
Leasehold improvements 4,996
--------
Total property and equipment $590,060
Less: accumulated depreciation 51,074
--------
PROPERTY AND EQUIPMENT (NET) $538,986
========
4. RELATED PARTY TRANSACTIONS
------------------------------
A related party investor exchanged $635,000 of debt for 635,000 of
CASTPRO.COM, INC. shares valued at $1 per share at March 31, 2000.
5. ADVERTISING
---------------
Advertising is expensed as incurred.
6. LEASE COMMITMENTS
---------------------
Operating Lease
---------------
The Company utilizes corporate office space in Los Angeles, California
currently under lease by CASTPRO.COM, a California LLC, from the lessor
M.P.I. LTD. The five year lease calls for minimum monthly payments of
$5,297.20 on 2,788 rental square feet and expires on September 14, 2004. The
Company has paid a security deposit of $29,274. Rent expense for the quarter
ended March 31, 2000 was $16,417 and for the period January 12, 1999 (Date
of Inception) to March 31, 1999 was zero.
Future minimum lease payments associated with the lease described herein,
including rent increase of 2.6% per year:
Year Ended March 31
-------------------
2000 $15,891
2001 65,727
2002 67,400
2003 69,073
2004 49,766
--------
TOTAL $267,857
========
<PAGE>
CASTPRO.COM, INC. And Subsidiary
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
----------------------------------------------------
March 31, 2000 and March 31, 1999
---------------------------------
The Company utilized warehouse space in Los Angeles, California currently
under lease by CASTPRO.COM, INC., a California corporation. From Off
Broadway Partners, a California General Partnership, the three year lease
calls for minimum monthly payments of $1,761.40 on approximately 2,985
square feet and expires on December 31, 2002. The Company has paid a
security deposit of $3,522.80. Rent expense for the quarter ended March 31,
2000 was $5,284 and for the period January 12, 1999 (Date of Inception) to
March 31, 1999 was zero.
Future minimum lease payments associated with the lease described herein:
Year Ended March 31
-------------------
2000 $5,284
2001 21,136
2002 21,136
-------
TOTAL $47,556
=======
