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--U.S. Securities and Exchange Commission--
Washington, D.C. 20549
SECOND AMENDED
FORM 10-SB
REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934
LOVE CALENDAR, INC.
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(Exact name of registrant as specified in its charter)
UTAH
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(State or Jurisdiction of
Incorporation or Organization)
87-0449042
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(I.R.S. Employer
Identification No.)
437 N. GRANT STREET, SALT LAKE CITY, UT 84116
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(Address of principal place of business
or intended principal place of business.)
801-359-9991
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(Registrant's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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N/A N/A
Securities to be registered pursuant to Section 12(g)
of the Act:
Common, Voting Stock
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PART 1
ITEM 1. DESCRIPTION OF BUSINESS.
The registrant was incorporated in the State of Utah on August 17, 1987, for the
purpose of developing and marketing specialty advertising and promotional
products. The Company was unsuccessful in developing the concept into a viable
enterprise, however, and ultimately abandoned its business plan. The Company has
had no significant activity until recently when the Directors resolved to seek
new business and/or investment opportunities for the Company. Accordingly, the
Company has undertaken to explore possibilities for investing in an existing
business enterprise, or forming a business combination with an operating company
of some sort. To date, the Company has not been successful in locating such a
venture or company, and there can be no assurance that the Company will ever be
successful in so doing. The Company is, and since its inception has been, a
development stage company.
The Company has not established any particular parameters or guidelines as to
the type, nature, suitability or any other characteristics of any business or
company which it may seek to acquire or form a business combination with. The
Board of Directors will accept proposals from its members, and perform or cause
to be performed only such investigation and evaluation as it deems necessary and
appropriate before deciding whether and on what terms an acquisition or
combination, if any, will be effected. No member of the Board has any particular
experience or expertise in performing such evaluations, or in negotiating such
mergers and acquisitions. Accordingly, there can be no assurance when, if ever,
the Company will be generate revenues or earn profits.
The Company has not filed bankruptcy, been in receivership, or been involved in
any similar proceedings. The Company has not been involved in a purchase or sale
of a significant amount of assets not in the ordinary course of business or
otherwise. The Company has had no sales or revenues, and it currently has no
products or services. Accordingly, there is no backlog of orders, nor dependence
on any one or few large customers. The company is not subject to any
industry-specific government regulation, nor does it need government approval
for any of its operations. The Company has made no significant expenditures on
research and development during the most recent fiscal year or interim period.
The Company maintains an office at 2921 N. Tenaya Way, Suite 216, Las Vegas
Nevada 89128 which it shares with other business entities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has no specific plans to raise additional capital within the next
twelve months. The Company has abandoned its original business purpose and is
currently engaged in no business activity other than its search for a suitable
business or investment opportunity. Management considers current cash resources
to be adequate to sustain it during its search. It is conceivable, but not
certain, that the Company may consider additional financing options once it
identifies a desirable business or investment opportunity. However, it is
impossible to determine the nature or size of such financing unless or until the
need actually arises.
The Company has no current plans to purchase or sell any significant assets,
make any expenditures for product research and development, or change the number
of employees or the nature of their relationships to the Company.
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ITEM 3. DESCRIPTION OF PROPERTY
The Company does not own or lease any property. The Company maintains an office
at 437 N. Grant Street, Salt Lake City, UT 84116, using space provided by the
President, Mrs. Jenifer Ayers, at no cost to the Company.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Company is not aware of any individual or group being the beneficial owner
of more than five (5) percent of any class of the issuer's securities.
The following are all of the officers and directors of the issuer who are
beneficial owners of the issuer's securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ---------------- -------------------- --------
Common Stock .......Jenifer Ayers 20,000 shares 1.0
(Officer and Director)
437 N. Grant St.
Salt Lake City, UT 84116
Common Stock .......Helen Allen 20,000 shares 1.0
(Officer and Director)
437 N. Grant St.
Salt Lake City, UT 84116
Common Stock .......Gary Pace 80,000 shares 4.0
(Officer)
437 N. Grant St.
Salt Lake City, UT 84116
Total Officers ------------------ --------
Common Stock ...... and Directors
as a Group 120,000 shares 6.0
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Jenifer C. Ayers, age 47, has served as President and a Director of the Company
since 1998. In addition, she has worked the past six years as a Problem
Resolution Specialist for the Client Services division of a large medical
laboratory services firm. She has worked in client services since 1988, and
prior to that performed billing, bookkeeping and general office managment
responsibilities for the same and other companies. Ms. Ayers received formal
education in Houston, Texas, Spain, and Mexico. Ms. Ayers currently devotes less
than 10% of her working time to the affairs of Love Calendar, Inc.
Helen J. Allen, age 45, is Treasurer and a Director of the Company. She is also
an accomplished graphic design artist, and has worked six years in that capacity
for a majory jewelry manufacturing company with international markets. Ms. Allen
currently devotes less than 10% of her working time to the affairs of Love
Calendar, Inc.
Gary C. Pace is Secretary and a Director of the Company, and was one of its
original incorporators. Mr. Pace has worked 15 years in both retail and
wholesale marketing of consumer products. Previously, he served 20 years with
the Utah Air National Guard, where he received extensive formal schooling in
management, marketing, procurement, and contract administration. Mr. Pace
currently devotes less than 10% of working hours to the affairs of the Company.
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ITEM 6. EXECUTIVE COMPENSATION
To date, no remuneration has been paid to any officer or director, except
reimbursement for direct out-of-pocket expenses incurred by them on behalf of
the Company. No plan currently exists to implement executive or director
compensation. The Company's directors and executive officers currently devote
less than ten percent of working hours to the affairs of the Company.
The issuer is not a party to any employment contracts and does not pay
consulting fees to officers or directors. No cash or other advances have been or
are contemplated to be made to any officer or director. The Issuer has no
retirement, pension, profit sharing or stock option plans or insurance or
medical payment plans covering any officer or director, nor does it contemplate
initiating any such plans at present.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since inception there have been no transactions between the issuer and any
related party, nor any transactions having a material effect on any related
party.
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company is authorized 50,000,000 shares of voting common stock, par value
$.001 per share, of which 2,000,000 shares have been issued and are outstanding.
(On May 15, 2000, the Company had 100,000 shares of common stock issued and
outstanding when the Board of Directors, at a special meeting, approved a
20-for-1 forward split to be effective for holders of record as of that date.)
The shares carry one vote per share and have no pre-emptive rights, terms of
conversion, sinking fund provisions, or liquidation rights, and cumulative
voting for directors is denied. Once subscribed and paid, the shares are fully
paid and non-assessable by the Issuer. The shares have rights to participate in
dividends and other distributions if, as, and when declared by the Board of
Directors. The rights of the shareholders may not be modified otherwise than by
a vote of a majority or more of the shares outstanding, voting as a class.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's shares have never traded, and there exists no public trading
market for the shares, nor is one expected to develop. The Company has
forty-seven (47) shareholders, including officers, directors and control
persons. The company has never paid a dividend, nor does it intend to do so in
the foreseeable future. There are no restrictions on the power of the Board of
Directors to declare and pay dividends.
No securities are currently being offered for sale, nor are there outstanding
any options, rights, warrants to purchase, or securities convertible into, the
common equity of the Registrant.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings either pending or threatened.
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ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES:
In May of 2000, relying on the exemption authority provided by section 4(2) of
the Securities Act of 1933, as amended, the Company issued 100,000 shares of
common stock to its business consultants, Corporate Capital Formation, Inc., the
payment for which was services to the Company in connection with its business
development, corporate governance, and registration under the Securities
Exchange Act of 1934, as amended. The Company has not issued any other
securities since 1987.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
No contract or arrangement has been made with respect to the insuring or
indemnification of Officers and Directors other than the provisions of Article
XVI ("Indemnity") of the by-laws of the corporation. The Utah Revised Business
Corporations Code permits the Company to limit or eliminate certain liabilities
to the Company and to the shareholders for monetary damages arising out of a
directors lawful actions or failures to act.
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PART F/S
LOVE CALENDAR, INC.
Randy Simpson C.P.A. P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Board of Directors and Stockholders
Love Calendar, Inc.
Salt Lake City, Utah
INDEPENDENT AUTIDORS REPORT
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We have audited the accompanying balance sheets of Love Calendar, Inc. (a Utah
corporation) as of April 30, 2000 and June 30, 1999 and the related statements
of operations, stockholders' equity, and cash flows for the ten months ending
April 30, 2000 and the years ended June 30, 1999 and 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes 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 audits provide a reasonable basis for our opinion.
In our opinion, the above mentioned financial statements fairly present, in all
material respects, the financial position of Love Calendar, Inc. as of April 30,
2000 and June 30, 1999 and the results of its operations and its cash flows for
the ten months ending April 30, 2000 and the years ended June 30, 1999 and 1998,
in conformity with generally accepted accounting principles.
/s/ Randy Simpson
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RANDY SIMPSON, CPA
A Professional Corporation
May 9, 2000
Salt Lake City, Utah
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LOVE CALENDAR, INC.
BALANCE SHEETS
April 30, 2000 and June 30, 1999
Apr. 30 Jun. 30
2000 1999
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ASSETS
Cash $ - $ -
Total Current Assets - -
--------- ----------
TOTAL ASSETS $ - $ -
========= ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ - $ -
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Total Current Liabilities $ - $ -
Common Stock, $.001 par value;
Authorized 50,000,000 shares;
issued and outstanding 100,000 shares
on June 30, 1999 and April 30, 2000 100 100
Additional Paid in Capital 9,900 9,900
Accumulated Deficit (10,000) (10,000)
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Total Stockholders' Equity (Deficit) $ - $ -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
========= =========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
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LOVE CALENDAR, INC.
STATEMENT OF OPERATIONS
Ten Months Ending April 30, 2000
Years Ending June 30, 1999 and 1998
<TABLE>
<CAPTION>
10 Months Ending Year Ending Year Ending
Apr. 30, 2000 Jun. 30, 1999 Jun. 30, 1998
------------- ------------- -----------
<S> <C> <C> <C>
Revenues ........................... $ -- $ -- $ --
Expenses ........................... -- -- --
----------- ----------- -----------
Total Expenses ................... -- -- --
----------- ----------- -----------
NET LOSS ..................... $ -- $ -- $ --
=========== =========== ===========
Weighted Average Shares
Common Stock Outstanding ......... 100,000 100,000 100,000
NET LOSS PER COMMON SHARE .... $ (0.00) $ (0.00) $ (0.00)
=========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
*Management Note: On May 15, 2000, subsequent to the date of these financial
statements, the Company effected a 20-for-1 forward-split the common stock, so
that as of the date of this registration statement there were 2,000,000 shares
outstanding.
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LOVE CALENDAR, INC.
STATEMENT OF CASH FLOWS
Ten Months Ending April 30, 2000
Years Ending June 30, 1999 and 1998
<TABLE>
<CAPTION>
10 Months Ending Year Ending Year Ending
Apr. 30, 2000 Jun. 30, 1999 Jun. 30, 1998
------------- ------------- -----------
<S> <C> <C> <C>
Cash flows used in operating activities
Net Loss ....................................... $ -- $ -- $ --
NET INCREASE (DECREASE) IN CASH ........... $ -- $ -- $ --
---------- --------- ---------
Cash providing by investing activities
Advances from Stockholders ..................... -- -- --
---------- --------- ---------
Net increase from investing activities $ $ $
Net increase in cash ........................... -- -- --
---------- --------- ---------
Cash at beginning of period .................... -- -- --
---------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD ......................... $ -- $ -- $ --
========== ========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
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LOVE CALENDAR, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From July 1, 1997 to April 30, 2000
<TABLE>
<CAPTION>
Common Common
Stock Stock Paid-in Accumulated Total
Shares Amount Capital Deficit Equity
------ ------ ------ ------- ------
<S> <C> <C> C> <C> <C>
Balances At June 30, 1997 .................... 100,000 $ 100 $9,900 $10,000 $ --
Net loss year ending
June 30, 1998 ............................... -- -- -- -- --
-------- ------ ------ ------- -------
Balances June 30, 1998 ........................ 100,000 $ 100 $9,900 $10,000 $ --
Net loss year ending
June 30, 1999 ............................... -- -- -- -- --
-------- ------ ------ ------- -------
Balances June 30, 1999 ........................ 100,000 $ 100 $9,900 $10,000 $ --
Net loss ten months ending
April 30, 2000 .............................. -- -- -- -- --
-------- ------ ------ -------- -------
Balances April 30, 2000 ...................... 100,000 $ 100 $9,900 ($10,000) ($ -- )
======== ====== ====== ======== ========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
*Management Note: On May 15, 2000, subsequent to the date of these financial
statements, the Company effected a 20-for-1 forward-split the common stock, so
that as of the date of this registration statement there were 2,000,000 shares
outstanding.
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LOVE CALENDAR, INC.
Notes to Financial Statements
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1. ACCOUNTING POLICIES.
The Company has had no operations since 1994. Accounting policies and procedures
have not been determined except as follows:
1. The Company uses the accrual method of accounting
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
2. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 17, 1987 under the laws of the State of Utah.
On August 17, 1987, the Company issued 100,000 shares for $10,000 to four
individuals. The four individuals or their estates have subsequently transferred
the shares to 47 other individuals.
By January 1, 1994, the Company had ceased all operations.
The Company never achieved operational status and spent the $10,000 original
capital reviewing various business opportunities in the late 1980's and early
1990's.
There are no warrants or options outstanding to acquire any additional shares of
common stock.
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PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 3...............................Articles of Incorporation
and By-laws
Exhibit 27..............................Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
LOVE CALENDAR, INC
5/23/00 By /s/ Jenifer C. Ayers
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Date President, Director
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