<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
Freeman Technologies Corporation
--------------------------------
(Name of Small Business Issuer)
Delaware 13-4116848
-------------------------------- -----------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporation or Organization)
50 Broadway, Suite 2300
New York, NY 10004
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
(212) 785-6200
--------------
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act: Common Stock
$.0001 Par Value
(Title of Class)
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Freeman Technologies Corporation
We have audited the accompanying balance sheet of FREEMAN TECHNOLOGIES
CORPORATION as of April 30, 2000, and the related statements of changes in
stockholders' equity and cash flows for the period from April 11, 2000 (date of
inception) through April 30, 2000. 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 includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Freeman Technologies
Corporation as of April 30, 2000, and its cash flows for the period from April
11, 2000 (date of inception) through April 30, 2000, in conformity with
generally accepted accounting principles.
J.H. Cohn LLP
Roseland, New Jersey
May 4, 2000
-2-
<PAGE>
INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
3.1 * Certificate of Incorporation dated April 11, 2000.
3.2 * By-Laws
3.3 * Amendment Number 1 to the Bylaws
3.4 * Specimen stock certificate
10.1 * Agreement with Capital Advisory Partners, LLC
10.2 * Lock up agreements
27 * Financial Data Schedule
* Previously filed
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.
FREEMAN TECHNOLOGIES CORPORATION
By: /s/ Patricia A. Meding
-----------------------------------------------
Patricia A. Meding, Director and President
June 1, 2000
