UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A-1
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
SAIPH CORPORATION
(Exact name of Registrant as specified in charter)
NEVADA applied for
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class each class is to be registered
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock
Par Value $.001
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
Saiph Corporation (the "Company") was incorporated under the laws of the
State of Nevada on March 1, 2000. On July 10, 2000, the Company amended its
articles of incorporation to increase the number of authorized shares of
common stock from 1,000,000 to 100,000,000. The par value of the common
shares remained at $0.001 per share. The Company has conducted no activities
since its inception except in connection with the filing of this registration
statement.
Business
Upon completion of this registration statement, the Company intends to
seek potential business acquisitions or opportunities to enter into in an
effort to commence business operations. The Company does not propose to
restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in
any industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity.
The Company's Board of Directors, which consists of a single individual,
Eric Chess Bronk, shall make the initial determination whether to complete any
such venture; however, the Board of Directors intends to submit final approval
of any proposed transaction to the shareholders. In connection with such
approval by the shareholders, the Company intends to provide disclosure
documentation to its shareholders as required under Section 14 of the
Securities Exchange Act of 1934, and the rules and regulations promulgated
thereunder.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources
available to it, it may be difficult to find good opportunities. There can be
no assurance that the Company will be able to identify and acquire any
business opportunity based on management's business judgement.
The Company has not communicated with any other entity with respect to
any potential merger or acquisition transaction, and management has determined
to file this Registration Statement on a voluntary basis before seeking a
business venture. Management believes that being a reporting company may
increase the likelihood that existing business ventures may be willing to
negotiate with the Company. The Company also intends to seek quotation of its
common stock on the OTC Bulletin Board following such a transaction. In order
to have stock quoted on the OTC Bulletin Board, a company must be subject to
the reporting requirements of the 1934 Act, either by virtue of filing a
registration statement on Form 10 or Form 10-SB, or by filing a registration
statement under the 1933 Act. The Company anticipates that it would
voluntarily file periodic reports with the Securities and Exchange Commission,
in the event its obligation to file such reports is terminated under the
Securities Exchange Act of 1934, if the common stock of the Company were
quoted on the OTC Bulletin Board.
In connection with the application for quotation of the Company's common
stock on the OTC Bulletin Board, management intends following an acquisition
of a business venture to seek a broker-dealer to become the initial market
maker for the Company's common stock and to submit the application to the OTC
Bulletin Board. There have been no preliminary discussions or understandings
between the Company, or anyone acting on its behalf, and any market maker
regarding such application or the participation of any such market maker in
the future trading market for the Company's common stock. Management intends
to contact broker-dealers who make markets in Bulletin Board companies until
one agrees to make the application. There is no assurance that the Company
will be successful in locating such a broker-dealer, or that the application,
if submitted, would be approved. The Company does not intend to use outside
consultants to obtain market makers. In addition, the Company does not intend
to use any of its shareholders to obtain market makers.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to
specific objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development stage, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community, attorneys and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
The Company's director and executive officers have not used any
particular consultants, advisors or finders on a regular basis.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.
Although it currently has no plans to do so, depending on the nature and
extent of services rendered, the Company may compensate members of management
in the future for services that they may perform for the Company. Because the
Company currently has extremely limited resources, and is unlikely to have any
significant resources until it has completed a merger or acquisition,
management expects that any such compensation would take the form of an
issuance of the Company's stock to these persons; this would have the effect
of further diluting the holdings of the Company's other stockholders.
However, due to the minimal amount of time devoted to management by any person
other than the Company's current director and executive officer, there are no
preliminary agreements or understandings with respect to management
compensation. Although it is not prohibited by statute or its Articles of
Incorporation, the Company has no plans to borrow funds and use the proceeds
to make payment to its management, promoters or affiliates.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. However, management does not presently anticipate actively negotiating
or otherwise consenting to the purchase of all or any portion of its common
stock as a condition to, or in connection with, a proposed merger or
acquisition.
In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
Neither the Company's present director, executive officers or promoters,
nor their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management, subject to the approval of the Company's
shareholders. The risks faced by the Company are further increased as a
result of its lack of resources and its inability to provide a prospective
business opportunity with significant capital.
The Company has had no employees since its inception and does not intend
to employ anyone in the future, unless its present business operations were to
change. The Company is not paying salaries or other forms of compensation to
its present officer and director for his time and effort. Unless otherwise
agreed to by the Company, the Company does intend to reimburse its officers
and directors for out-of-pocket expenses.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose of
engaging in any lawful activity permitted under Nevada state law; however, the
Company does not have any significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover operating costs
and to allow it to continue as a going concern. The Company intends to take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, and, unless required by
applicable law, the articles of incorporation, or the bylaws, or by contract,
stockholders' approval will not be sought.
The original shareholders contributed a total of $10,000 in cash and
services as capital contributions for stock of the Company and Mezzanine Capital
Ltd. loaned $9,000 to the Company for operating expenses. See "Item 7.
Certain Relationships and Related Transactions."
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely issuance of stock to acquire such an
opportunity.
ITEM 3. DESCRIPTION OF PROPERTY
Since inception the Company's administrative offices, consisting of
approximately 1,500 square feet of office space, have been located at 1516
Brookhollow Drive, Suite D, Santa Ana, California, which are the offices of
Mezzanine Associates LLC, a company affiliated with Eric Chess Bronk, the
president and sole director of the Company. The office space is furnished at
no cost to the Company by Mr. Bronk and Mezzanine Associates LLC.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of June
30, 2000, of (i) each person who is known to the Company to be the beneficial
owner of more than 5 percent of the Common Stock; (ii) all directors and
executive officers; and (iii) directors and executive officers of the Company
as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (1) Percent of Class
Eric C. Bronk 190,000 19%
3857 Birch St., #606
Newport Beach, CA 92660
Lynn Carlson 10,000 1%
1516 Brookhollow Dr.
Suite D
Santa Anna, CA 92705
Executive Officers and
Directors as a Group
(2 Persons) 200,000 20%
Baldwin Investments Ltd. 100,000 10%
99-101 Regent St. 1st Floor
London W1R 7HB UK
Jason Daggett 200,000 20%
23679 Calabasas Rd.
Suite 554
Calabasas, CA 91302
Fleming Securities Corp. Ltd. 80,000 8%
Suite 1605, Kinwick Centre
32 Hollywood Rd.
Central Hong Kong
Carl Suter 75,000 7.5%
6765 E. Kentucky Ave.
Anaheim, CA 92807
(1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
The Company is seeking potential business acquisitions or opportunities.
(See "Item 1. Description of Business.") It is likely that such a
transaction would result in a change of control of the Company, by virtue of
issuing a controlling number of shares in the transaction, change of
management, or otherwise.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth as of June 30, 2000, the name, age, and
position of the executive officers and sole director of the Company and the
term of office of such director:
Name Age Position(s) Director Since
Eric Chess Bronk 53 Director, President & May 2000
Treasurer
Lynn Carlson 45 Vice-President & Secretary --
Directors are elected for a term of one year and until their successors
are elected and qualified. Annual meetings of the stockholders, for the
selection of directors to succeed those whose terms expire, are to be held at
such time each year as designated by the Board of Directors. The Board of
Directors has not selected a date for the next annual meeting of
shareholders. Officers of the Company are elected by the Board of Directors,
which is required to consider that subject at its first meeting after every
annual meeting of stockholders. Each officer holds his office until his
successor is elected and qualified or until his earlier resignation or
removal.
Set forth below is certain biographical information regarding the
Company's current executive officers and sole director:
ERIC CHESS BRONK has been the president of Mezzanine Capital Ltd., a
closed-end investment company, since August 1997. From April 1997 until
August 10, 1997, he was the president of Xtranet Systems, Inc., a credit card
processing and risk management company, and from October 21, 1997, to June 1,
1999, he was the secretary of such entity. From June 1998 to the present, Mr.
Bronk has been the President of Mezzanine Associates, LLC, a California
limited liability company engaged in corporate investor relations services.
From September 1995 until August 23, 1996, he was the president, and from
August 23, 1996 to December 1, 1996, he was the chief operating officer of
Satellite Control Technologies, Inc., formerly known as PageStar, Inc. (See
"Other Public Shell Activities" below.) From 1972 to the present Mr Bronk has
been a practicing attorney, licensed to practice law in the State of
California and in Washington, D.C. Mr. Bronk received his bachelor of arts
degrees in 1967 from Penn State University, and he received his law degree in
1972 from America University, Washington College of Law. Mr. Bronk was the
President of Bruston Corp. which filed for protection under the U.S.
Bankruptcy Code in 1991. The action was dismissed in 1996. Mr. Bronk is also
a director of Mezzanine Investments Corporation, a shell company having a
class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934.
LYNN CARLSON has worked for Mezzanine Associates LLC, an investor and
corporate relations firm, since November 1998 as an administrative assistant
and account executive. From June 1996 to November 1998, Ms. Carlson worked as
the assistant to the president for DGWB Advertising. From May 1991 to May
1996, she was the office manager for Family Solutions, a non-profit group
home agency.
Management devotes only nominal time to the activities of the Company.
If the Company is able to locate a suitable new business venture, it is
anticipated that Mr. Bronk will devote substantially all of his time to
completing the acquisition.
Other Public Shell Activities
Mr. Bronk has been involved as a director or executive officer of other
companies that may be deemed to be "blank check" companies, but has not been
involved in any blank check public offerings.
The information set forth below is provided for the companies for which
Mr. Bronk has served as a director, executive officer, or consultant, and
which have completed a reorganization or merger, the consideration received in
connection with each reorganization, and his involvement with the company
after the reorganization. In each instance, Mr. Bronk was involved solely
with the private company which acquired the publicly held shell company prior
to the reverse acquisition.
1. PageStar, Inc., a Nevada corporation ("PageStar"). Mr. Bronk was a
director of PageStar from September 26, 1995 to January 6, 1997; he was the
president from September 1995 to August 29, 1996; and was the chief operating
officer from August 23, 1996 to December 1, 1996. In 1995 PageStar
(originally known as Westland Resources, Inc., a Utah corporation) acquired a
business engaged in providing electronic paging services. The reorganization
was completed on September 26, 1995, and PageStar changed its domicile to the
State of Nevada. Of the 15,000,000 shares issued in the reorganization, Mr.
Bronk received 4,400,000. PageStar subsequently reverse split its shares
one-for-five effective October 13, 1995. On or about August 30, 1996,
PageStar acquired Satellite Control Technologies, Inc. ("SCT") and changed its
business to focus on marketing electronic remote control wireless switching
devises owned by SCT. PageStar also changed its name to Satellite
Technologies, Inc. Mr. Bronk was the president and chief operating officer of
SAT at the time of the acquisition and received no compensation or other
remuneration in the acquisition of SCT. Mr. Bronk has no knowledge of
PageStar's current operations or financial condition since he left the
company. On November 24, 1998, a class action suit was filed in Los Angeles
Superior Court (Case No. BC190882) by Joseph A. Nigro, as a representative of
a class of shareholders of PageStar, against PageStar, Eric Chess Bronk, and
others. The complaint alleges that PageStar released public information from
approximately October 1996 until September 1997, containing material
misstatements about its business. Mr. Bronk has denied all of the allegations
against him.
2. Xtranet Systems, Inc., a Nevada corporation ("Xtranet"). The
reorganization was completed on October 22, 1997. Mr. Bronk was the chairman
of Xtranet at the time of the reorganization. He received no additional
compensation in connection with the reorganization, but maintained his stock
in the company. According to the most recent annual report of Xtranet for the
year ended December 31, 1998, Xtranet had revenues of $298,557 for such year
and provides credit card procession and risk management services. From April
1997 until August 10, 1997, he was the president of Xtranet, and from October
21, 1997, until June 1, 1999, he was the secretary of such entity.
3. NetVoice Technologies Corporation ("NetVoice"). In 1998, Mezzanine
Capital Ltd., of which Mr. Bronk is the president, performed certain
investment banking services for NetVoice in regard to its merger with Blue
Pines, Inc. Subsequently, Mezzanine Associates LLC, of which Mr. Bronk is
president and Lynn Carlson is the administrative assistant and an account
executive, performed certain corporate and investor relations services for
NetVoice.
4. PayStar Communications Corporation ("PayStar"). In 1998, Mezzanine
Capital Ltd., of which Mr. Bronk is the president, performed certain
investment banking services for PayStar in regard to its merger with Sun
Source, Inc. Subsequently, Mezzanine Associates LLC., of which Mr. Bronk is
president and Lynn Carlson is the administrative assistant and an account
executive, performed certain corporate and investor relations services for
PayStar.
Mr. Bronk is also the sole director of Mezzanine Investments Corporation
and Whitelight Technologies, Inc., blank check companies seeking business
ventures.
ITEM 6. EXECUTIVE COMPENSATION
There has been no compensation awarded to, earned by, or paid to any of
the executive officers of the Company since its inception. However, Mr.
Bronk, an executive officer and sole director of the Company, received 190,000
shares of restricted stock of the Company for services rendered in connection
with the organization of the Company. Also, Ms. Carlson, an executive officer
of the Company, received 10,000 shares of restricted stock of the Company for
services rendered in connection with the organization of the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the organization of the Company, Eric Chess Bronk, an
executive officer and sole director of the Company, received 190,000 shares
for services rendered by Mr. Bronk to the Company. The services were valued
at $1,900.
Also in connection with the organization of the Company, Lynn Carlson, an
executive officer of the Company, received 10,000 shares for services rendered
by Ms. Carlson to the Company. The services were valued at $100.
On March 27, 2000, Mezzanine Capital Ltd., a corporation of which Mr.
Bronk, an executive officer and sole director of the Company, is the president
and chairman, loaned $9,000.00 to the Company. The promissory note bears 10%
interest per annum and is due on or before March 27, 2001.
Mr. Bronk is also the sole director and executive officer of Mezzanine
Investments Corporation which is also seeking a business venture. He is also
the sole director and an executive officer of Whitelight Technologies, Inc.
which is in the process of filing a registration statement under the
Securities Exchange Act. It is anticipated that this company will also seek a
new business venture following the effective date of the registration
statement. Mr. Bronk will have the initial sole discretion in determining
which business ventures presented to him will be presented to the shareholders
of this Company, Mezzanine Investments Corporation, Whitelight Technologies,
Inc., or any other company for which Mr. Bronk may act as director in the
future. This may create a conflict of interest for Mr. Bronk. He intends to
present any business venture first to Mezzanine Investments Corporation and
then to either this Company or Whitelight Technologies, Inc.
ITEM 8. DESCRIPTION OF SECURITIES
The Company has authorized 100,000,000 shares of common stock, par value
$.001 per share (the "Common Stock"). As of June 30, 2000, the Company had
outstanding 1,000,000 shares of Common Stock. All Common Shares are equal to
each other with respect to voting, and dividend rights, and, are equal to each
other with respect to liquidation rights. Special meetings of the
shareholders may be called by the Chairman, the Board of Directors, President,
the chief executive officer, or the holders of not less than one-tenth of all
the shares entitled to vote at the meeting. Holders of shares of Common Stock
are entitled to one vote at any meeting of the shareholders for each share of
Common Stock they own as of the record date fixed by the Board of Directors.
At any meeting of shareholders, a majority of the outstanding shares of Common
Stock entitled to vote, represented in person or by proxy, constitutes a
quorum. A vote of the majority of the shares of Common Stock represented at a
meeting will govern, even if this is substantially less than a majority of the
shares of Common Stock outstanding. Holders of shares are entitled to receive
such dividends as may be declared by the Board of Directors out of funds
legally available therefor, and upon liquidation are entitled to participate
pro rata in a distribution of assets available for such a distribution to
shareholders. There are no conversion, pre-emptive or other subscription
rights or privileges with respect to any shares. Reference is made to the
Articles of Incorporation and Bylaws of the Company as well as to the
applicable statutes of the State of Nevada for a more complete description of
the rights and liabilities of holders of shares. The shares of the Company do
not have cumulative voting rights, which means that the holders of more than
fifty percent of the shares of Common Stock voting for election of directors
may elect all the directors if they choose to do so. In such event, the
holders of the remaining shares aggregating less than fifty percent will not
be able to elect directors.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
There is no established trading market for the common stock of the
Company.
None of the common shares are subject to outstanding options or
warrants. Of the 1,000,000 outstanding common shares, all are subject to Rule
144 under the Securities Act and would not be available for resale pursuant to
such rule until at least March 2001. The Company has granted piggy-back
registration rights to register 50,000 shares issued to counsel for the
Company.
Since its inception, the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.
At June 30, 2000, the Company had 16 shareholders of record. The Company
has appointed Interwest Transfer Company, Inc., 1981 East 4800 South, Suite
100, Salt Lake City, UT 84117, to act as its transfer agent.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings are reportable pursuant to this item.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
No change in accountant is reportable pursuant to this item.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From March through June 2000, the Company issued 750,000 shares of its
common stock at a cash offering price of $0.01 per share to thirteen
investors. Also during this period the Company issued 200,000 shares for
services rendered in connection with the organization of the Company to the
following persons: 10,000 shares to Lynn Carlson, an executive officer of the
Company; and 190,000 shares to Eric Chess Bronk, an executive officer and sole
director of the Company. The shares issued for services were also valued at
$0.01 per share. The shares were issued without registration under the
Securities Act of 1933, as amended, by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof, and Rule 506
promulgated pursuant thereto, as a transaction by an issuer not involving any
public offering, the recipient of the securities having delivered appropriate
investment representations to the Company with respect thereto and having
consented to the imposition of restrictive legends upon the certificates
evidencing such securities. No underwriting discounts or commissions were
paid in connection with such issuance.
In March 2000, the Company issued 50,000 shares of its common stock to
Ronald N. Vance, Attorney at Law, for legal services provided to the Company
in connection with preparation for this registration statement. Such shares
were valued at $500. The shares were issued without registration under the
Securities Act of 1933, as amended, by reason of the exemption from
registration afforded by the provisions of Rule 701 promulgated by the
Securities and Exchange Commission. No underwriting discounts or commissions
were paid in connection with such issuance.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law expressly authorizes a Nevada corporation to indemnify its
directors, officers, employees, and agents against liabilities arising out of
such persons' conduct as directors, officers, employees, or agents if they
acted in good faith, in a manner they reasonably believed to be in or not
opposed to the best interests of the company, and, in the case of criminal
proceedings, if they had no reasonable cause to believe their conduct was
unlawful. Generally, indemnification for such persons is mandatory if such
person was successful, on the merits or otherwise, in the defense of any such
proceeding, or in the defense of any claim, issue, or matter in the
proceeding. In addition, as provided in the articles of incorporation,
bylaws, or an agreement, the corporation may pay for or reimburse the
reasonable expenses incurred by such a person who is a party to a proceeding
in advance of final disposition if such person furnishes to the corporation an
undertaking to repay such expenses if it is ultimately determined that he did
not meet the requirements. In order to provide indemnification, unless
ordered by a court, the corporation must determine that the person meets the
requirements for indemnification. Such determination must be made by a
majority of disinterested directors; by independent legal counsel; or by a
majority of the shareholders.
Article VI of the bylaws of the Company provides that the Company shall
indemnify its directors, officers, agents and other persons to the full extent
permitted by the laws of the State of Nevada. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers, controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company 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.
PART F/S
Financial Statements. The following financial statements are included in
this statement: Page
Report of Auditor F-1
Balance Sheet as of June 30, 2000 F-2
Statements of Operations for the period from inception to
June 30, 2000 F-3
Statement of Stockholders' Equity from inception to
June 30, 2000 F-4
Statements of Cash Flows for the period from inception to
June 30, 2000 F-5
Notes to Financial Statements F-6
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PART III
Items 1 and 2. Index to Exhibits and Description of Exhibits. The
following exhibits are included as part of this statement:
Exhibit No. Description Page
2.1 Articles of Incorporation filed March 1, 2000 *
2.2 Amendment to the Articles filed July 10, 2000 *
2.3 Current Bylaws *
4.1 Form of Common Stock Certificate *
10.1 Promissory Note dated March 27, 2000 *
12.1 Consent of Auditor *
* Filed as an exhibit with the original filing of the registration
statement of the company on Form 10-SB on July 21, 2000 (SEC File Number
0-30874).
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this amended registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Saiph Corporation
Date: August 2, 2000 By /s/ Eric Chess Bronk, President,
Chief Financial& Principal Accounting
Officer
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INDEPENDENT AUDITORS' REPORT
Stockholders and Directors
Saiph Corporation
Newport Beach, California
We have audited the accompanying balance sheet of Saiph Corporation (a
Nevada Corporation) (a development stage company) as of June 30, 2000 and the
related statements of operations, stockholders' equity, and cash flows from
March 1, 2000 (inception) to June 30, 2000. These financial statements are
the responsibility of the company's management. Our responsibility is to
express and 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 Saiph Corporation
at June 30, 2000, and the results of its operations and cash flows from March
1, 2000 to June 30, 2000 in conformity with generally accepted accounting
principles.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, UT
July 7, 2000
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Saiph Corporation
(a development stage company)
Balance Sheet
ASSETS
June 30,
2000
CURRENT ASSETS
Cash (Note 1) $ 16,160
TOTAL ASSETS $ 16,160
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest payable $ 225
Note payable - related party (Note 4) 9,000
Total Current Liabilities 9,225
STOCKHOLDERS' EQUITY
Common Stock 100,000,000 shares
authorized at $.001 par value;
1,000,000 shares issued and outstanding (Note 6) 1,000
Capital in Excess of Par Value 9,000
Deficit accumulated during development stage (3,065)
Total Stockholders' Equity 6,935
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,160
The accompanying notes are an integral part of these financial statements
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Saiph Corporation
(a development stage company)
Statement of Operations
For the Period
March 1, 2000
(inception)
to June 30,
2000
REVENUE $ -
EXPENSES
General and Administrative $ 2,840
Interest Expense 225
Total Expenses 3,065
NET INCOME (LOSS) - Before Taxes $ (3,065)
Taxes (Note 2) -
INCOME (LOSS) $ (3,065)
Loss Per Common Share (Note 1) $ (.01)
Average Outstanding Shares (Note 1) 481,707
The accompanying notes are an integral part of these financial statements
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Saiph Corporation
(a development stage company)
Statement of Stockholders' Equity
For the Period March 1, 2000 (inception) to June 30, 2000
Deficit
Capital in Accumulated
Common Common Excess of During Development
Shares Stock Par
Value
Stage
Balance at March 1, 2000 - $ - $ - $ -
Stock Issued for Cash
at $.01 per share 750,000 750 6,750 -
Stock Issued for Services
at $.01 per share
(Note 5) 250,000 250 2,250 -
Net loss for the Period - - - (3,065)
Balance June 30, 2000 1,000,000 $ 1,000 $ 9,000 $ (3,065)
The accompanying notes are an integral part of these financial statements
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Saiph Corporation
(a development stage company)
Statement of Cash Flows
For the Period
March 1, 2000
(inception)
to June 30,
2000
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (3,065)
Increase (Decrease)
in Accounts Payable/Interest Payable 225
Expenses paid by Stock Issuance 2,500
(340)
CASH FLOWS FROM
INVESTING ACTIVITIES -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for Cash 7,500
Issuance of Note Payable for Cash 9,000
16,500
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 16,160
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 16,160
CASH PAID DURING THE PERIOD FOR:
Interest $ -
Income Taxes $ -
The accompanying notes are an integral part of these financial statements
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Saiph Corporation
(a development stage company)
Notes to the Financial Statements
June 30, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business - Saiph Corporation (the "Company") was incorporated
in Nevada on March 1, 2000, as Saiph Corporation for the purpose of seeking
and consummating a merger or acquisition with a business entity organized as a
private corporation, partnership, or sole proprietorship.
Cash and Cash Equivalents The Company considers all highly liquid investments
with maturities of three months or less to be cash equivalents. All cash is
currently held in trust by the Company's attorney.
Earnings (Loss) Per Share The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended December 31, 2000.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Since the Company has not completed a complete year of operations, there is
not an established net operating loss. Any net operating loss (if generated
by the end of the year) will not expire until 2020.
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 4 - NOTE PAYABLE- RELATED PARTY
The Company issued a promissory note in the amount of $9,000 to Mezzanine
Capital Ltd. on March 27, 2000. The note carries an interest rate of 10% per
annum to begin accruing on the date of the note. The principal and interest
of the note shall be due and payable on March 27, 2001. The note is
unsecured.
NOTE 5 - ISSUANCE OF COMMON STOCK
The Company has issued 250,000 shares of common stock for services performed
in organizing the Company.
Saiph Corporation
(a development stage company)
Notes to the Financial Statements
June 30, 2000
NOTE 6 - STOCKHOLDER ACTIONS
On July 6, 2000, the shareholders of the Company approved an amendment to the
Articles of Incorporation of the Company to increase the authorized shares of
the Company from 1,000,000 to 100,000,000 shares. The audit report shows the
amendment to reflect the 100,000,000 shares authorized.
