<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
KEYSTONE VENTURES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 88-0455940
------ ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1605 MIRAGE COURT, EL CAJON, CA 92019
------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 692-2438
--------------
(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER 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
-------------------------------- ------------------------------------
-------------------------------- ------------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
COMMON STOCK - .001 PAR VALUE
-----------------------------
(TITLE OF CLASS)
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PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
BUSINESS DEVELOPMENT
FORM AND YEAR OF ORGANIZATION
Keystone Ventures, Inc. was incorporated in Nevada on March 10, 1999 for the
purpose of developing a new generation Internet computer security software
system, commonly known as a software firewall system. During April 1999, the
Company received its initial funding through the sale of common stock to
investors. From inception until March 2000, Management developed the Company's
business plan and the Company had no material operating activities.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There have been no bankruptcy, receivership or similar proceedings.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
BUSINESS OF THE ISSUER
PRINCIPAL PRODUCTS OR SERVICES AND MARKETS
The Company intends to become a primary supplier of computer software security
systems, "firewall software", in the United States. The Company's proprietary
firewall software will detect unauthorized intrusions by hackers, gather
information about hackers through backtracking commands, utilize dynamic filters
and advanced monitoring algorithms to allow legitimate communications, stop
intrusion at the front end communication port before access is allowed into
system files, protect network systems by reporting suspicious intrusions to the
network server, and feature small memory use and silent operation.
Businesses and home computer users connected via telephone, cable, DSL, or
satellite communications links are faced with continual hacker and computer
virus threats. Hackers and virus transmitters are also using new techniques to
increase attacks on individual computer systems that are connected only
intermittently to the Internet. ISCA.net, a security consulting firm in Virginia
tested more than 2,000 sites in 1999 and found all had a firewall system but
more than 80% were inadequately protected ((C) February 2000 Entrepreneur
Magazine).
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Based upon Management's experience in the computer software and hardware
business, average prices for quality firewall software protection are $50 for
stand-alone or small computer systems, $200 for network systems, and up to
$10,000 for larger application gateway systems for major Internet sites and
Internet service providers.
The Company's firewall software has the following features:
1) Detect unauthorized intrusions and viruses.
2) Utilize backtracking software to locate the originating site of the
hacker or virus.
3) Allow high speed legitimate authorized communications by using advanced
dynamic filters and monitoring techniques.
4) Block hacker and virus intrusion at the front port of the computer
system before files are opened to unauthorized communications.
5) Utilize advanced network monitoring systems to notify the server of
potential unauthorized intrusions while providing hacker and virus
containment software that allows the server time to sever unauthorized
entry and delete all "probes" or cookies.
6) Rely on subsystem silent operating techniques for undetectable
operation. Thwart users from disconnecting or disarming the firewall
security protection.
7) Able to monitor and protect Internet and Intranet network
communications. Advanced version is capable of monitoring all network
traffic.
8) Advanced software will be available to Internet Service Providers to
interface with their existing network firewall systems.
9) Prevent web server "cookies" which are small text files that can track
your movements around the web.
10) Block unwanted advertising - banner ads and pop-windows which slow down
your Internet access.
11) Block mobile code Java applets, ActiveX controls that allow intruders to
modify your data and steal passwords and files.
12) Control both inbound and outbound Internet connections. Block incoming
and stop unauthorized access to offsite addresses.
13) Content filtering: e-mail scanning and filtering of text files and
key-word usage to guard against proprietary information transmittal.
14) Risk Management Administration functions: intrusion detection and
unauthorized information transmittal are blocked and available on
reports to IT authorized management.
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15) Conserves disk space by using less than 100 mb, memory usage of less
than 1%, and bandwidth speed loss less than 2%.
The Company's firewall software product is in final simulation testing stage.
The Company intends to market its proprietary computer software firewall systems
throughout the world via the Internet and through retail stores in the United
States.
The Company has a current business plan which proposes to utilize its founders'
backgrounds to develop its business into a primary developer and supplier of
computer firewall software systems. The business plan requires the Company
during months one through six to obtain a listing on the NASD's Over the Counter
Electronic Bulletin Board, and then raise capital of $4,000,000 through the sale
of common stock in a private placement. After raising capital, the Company
intends to incur the following expenditures for months seven through twelve:
hire two software programmers at a cost of $75,000, hire one marketing manager
at a salary of $60,000, hire two office employees at a cost of $40,000, $500,000
for advertising, and expend $100,000 for rent and other operating expenses. In
addition, during months seven through nine, the Company intends to complete all
beta testing of its software at a cost of $25,000, setup its web site at a cost
of $40,000, and purchase computers, furniture, and equipment at a cost of
$100,000. The Company plans to complete final software modifications during
months nine through twelve at a cost of $50,000, and produce the Company's
product for delivery beginning in the first quarter after month twelve.
DISTRIBUTION METHODS OF PRODUCTS OR SERVICES
The Company intends to offer information about the Company and its new
generation of computer firewall software systems to the public and Internet
service providers on its web site, superwall.net. The Company will sell its
products world-wide via the Internet and through retail stores throughout the
United States.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES
The Company has no new product or service planned or announced to the public.
COMPETITION AND COMPETITIVE POSITION
The size and financial strength of the Company's primary competitors, Network
ICE, Inc., Zone Labs, and Symantec Corporation are substantially greater than
those of the Company. In examining major competitors, Management found Network
ICE, Inc. has the largest installed base of users for both small systems and
large networks and was recommended by the technical reviewer of the Wall Street
Journal ((C) WSJ 2/24/00). Zone Labs' product was faulted for having a difficult
interface per the current Internet software review site, zdnet.com ((C) 2000).
While it was recommended on the Internet software review site, pcworld.com ((C)
2000), the technical reviewer of the Wall Street Journal called it confusing and
clumsy to use ((C) WSJ 2/24/00). Symantec Corporation, well known for its
popular Norton tools and virus trackers, offers its Norton personal Firewall
2000 with three levels of security, but its software is not
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available for large networks. Its firewall software is recommended on the
Internet software review site pcworld.com ((C) 2000). The technical reviewer of
the Wall Street Journal complained it was huge, complicated, imprecise, and too
overprotective ((C) WSJ 2/24/00). Any consideration of competitor's products and
related product reviews should include the facts that the Company's competitors
have longer operating histories, larger customer bases, and greater brand
recognition than the Company. Management is not aware of any significant
barriers to the Company's entry into the firewall software market, however, the
Company at this time has no market share of this market.
SUPPLIERS AND SOURCES OF RAW MATERIALS
The Company's product is its own firewall software. The Company intends to offer
its software through its own Internet site, requiring no outside suppliers of
materials, and on CD-ROM disks, requiring only blank CD-ROM disks that are
commercially available from a variety of manufacturers and wholesalers. The
Company intends to transfer its software to CD-ROM disks at its own facility at
a cost not to exceed $1.00 per disk. The Company will not require formal
contracts with any suppliers or manufacturers of physical products.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
The Company will not depend on any one or a few major customers. The Company
intends to offer its firewall software through its own Internet site and through
major retailers such as CompUSA, Byte & Floppy, Circuit City, Office Depot,
Target, Sears, Wal-mart, and KMart.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
The Company owns its Internet domain name, has setup its first web page
"superwall.net", has filed for copyright protection of its copyrightable
computer firewall software, and will expand its web site after receiving funding
per its business plan. The Company has no current plans for any additional
registrations such as patents, trademarks, additional copyrights, franchises,
concessions, royalty agreements or labor contracts. The Company will assess the
need for any additional copyright, trademark or patent applications on an
ongoing basis.
On March 15, 1999, the Company signed an exclusive license agreement with its
President for use of his computer firewall software in exchange for 5,000
restricted shares of the Company's common stock. The Company issued 5,000 shares
of its common stock in exchange for a ten year exclusive right to development,
manufacturing, marketing, sale, sublicensing, and any and all usages of the
computer firewall software in the United States and throughout the world. After
twenty years the license is subject to automatic renewal each year thereafter,
subject to written notification, sixty days in advance of the renewal, by both
parties of the license agreement.
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NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
The Company is not required to apply for or have any government approval for its
products or services.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE COMPANY
The Company will not be subject to Federal laws and regulations that relate
directly or indirectly to its operations. The Company will be subject to common
business and tax rules and regulations pertaining to the operation of its
business in the State of California.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
The Company has not expended funds for research and development costs since
inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
Environmental regulations have had no materially adverse effect on the Company's
operations to date, but no assurance can be given that environmental regulations
will not, in the future, result in a curtailment of service or otherwise have a
materially adverse effect on the Company's business, financial condition or
results of operation. Public interest in the protection of the environment has
increased dramatically in recent years. The trend of more expansive and stricter
environmental legislation and regulations could continue. To the extent that
laws are enacted or other governmental action is taken that imposes
environmental protection requirements that result in increased costs, the
business and prospects of the Company could be adversely affected.
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES
The Company's only current employees are its two Officers who will devote as
much time as the Board of Directors determines is necessary to manage the
affairs of the Company. The Officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring five new full-time employees during the next twelve months.
RISKS
Investors in the Company should be particularly aware of the inherent risks
associated with the Company's plans and product. These risks include but are not
limited to:
Lack of Independent Market Testing
A lack of independent market testing of the Company's product increases
the possibility that the Company's product may not perform to reasonable
commercial standards under normal use. This could result in unexpected
performance failures, a significant product
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return rate, and a material reduction in product demand.
Lack of Proven Market or Market Studies
A lack of a proven market or market studies for the Company's product
means that while Management may believe the public will enthusiastically
accept the Company's new firewall software, the true market for this
product may be minor or nonexistent. This could result in little or no
product sales.
Limited Experience of Management
The limited experience of Management in developing a new product from
inception through a fully tested, market usable status for national and
world wide consumer use may result in critical business judgement errors
as the Company grows in size and sales volume. Management errors, not
timely corrected, could result in excessive costs and expenses, poor
quality products, inability to deliver products on time, detrimental
business contract terms, and other significant errors which could impede
the Company's business plan.
Possible Patent or Copyright Litigation
There has been no independent review or certification of originality of
the Company's software, which could lead to patent or copyright
infringement litigation. This could result in a detrimental allocation
of the Company's Management time and financial resources which could
lessen the Company's ability to remain a viable business.
Lack of Financial and Personnel Resources
The financial and personnel resources of the Company are considerably
less than its competitors. Therefore, the Company will be in a
competitive disadvantage as it seeks to develop its product, hire senior
programmers, and conduct marketing efforts. This could lead to a
material reduction in cash flows and increase the risk that the Company
would be unable to achieve its business plan goals.
Dependence on current Management and availability of experienced personnel
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current
Management. The Company intends to hire a relatively small number of
additional technical and marketing personnel in the next year.
Competition for such personnel is intense, and there can be no assurance
that the Company will be able to retain its essential employees or that
it will be able to attract or retain highly-qualified technical and
managerial personnel in the future. The loss of the services of any of
the Company's current Management or other key employees, or the
inability to attract and retain the necessary technical and marketing
personnel could have a material adverse effect upon the Company's
business, financial condition, operating results and cash flows.
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Potential conflicts of interest
The current officers, Mr. Johnson and Ms. Myers, are the sole officers
and directors of the company and have control in directing the
activities of the company. Mr. Johnson and Ms. Myers are involved in
other business activities and may, in the future, become involved in
additional business opportunities. If a specific business opportunity
becomes available, the officers and directors of the company may face a
conflict of interest. The Company has not formulated a plan to resolve
any conflicts that may arise. While the Company and its sole officers
and directors have not formally adopted a plan to resolve any potential
or actual conflicts of interest that exist or that may arise, they have
verbally agreed to limit their roles in all other business activities to
roles of passive investors and devote full time services to the Company
after the Company raises capital of $4,000,000 through the sale of
securities through a private placement and is able to provide officers'
salaries per its business plan.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Investors in the Company
should be particularly aware of the inherent risks associated with the Company's
planned business. Although Management intends to implement its business plan
through the foreseeable future and will do its best to mitigate the risks
associated with its business plan, there can be no assurance that such efforts
will be successful. Management has no liquidation plans should the Company be
unable to receive funding. Should the Company be unable to implement its
business plan, Management would investigate all options available to retain
value for the shareholders. Among the options that would be considered are:
acquisition of another product or technology, or a merger or acquisition of
another business entity that has revenue and/or long-term growth potential.
However, there are no pending arrangements, understandings or agreements with
outside parties for acquisitions, mergers or any other material transactions.
Year 2000 Disclosure
Before January 1, 2000, users of computers in business applications were
concerned that time-sensitive software might cause their computer systems to
recognize a date using "00" as the year 1900 rather than the year 2000. As of
the date of this filing, minimal computer software problems have been recorded
or reported relating to software date recognition problems.
The Company's Management has hands-on familiarity with all of the software
utilized in its business plan and has experienced no Year 2000 related systems
problems as of the date of this filing. Third party suppliers of software,
hardware, and equipment which rely on proper date recognition have also
confirmed their products have experienced no significant malfunctions or errors
related to date recognition problems.
As Management has experienced no date recognition problems in computer systems,
equipment, or third party provided products, the Company's Year 2000 compliance
plan is to utilize software and other products which are already Year 2000
compatible and prepare no Year 2000 contingency plans.
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REPORTS TO SECURITIES HOLDERS
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders and the Company has not in the past provided an annual report
to its shareholders. The Company is voluntarily filing this Form 10-SB in order
to make its financial information equally available to any interested parties or
investors. The Company will be subject to the disclosure rules of Regulation S-B
for a small business issuer under the Securities Exchange Act of 1934. The
Company anticipates it will become subject to disclosure filing requirements
effective sixty days after the date the Securities and Exchange Commission
accepts its original Form 10-SB filing, and, after that date, will be required
to file Form 10-KSB annually and Form 10-QSB quarterly. In addition, the Company
will be required to file Form 8 and other proxy and information statements from
time to time as required.
The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street NW, Washington D. C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC.
ITEM 2
PLAN OF OPERATION
The Company's current cash balance is $5,381. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through the fourth quarter of 2000, however, in order to advance the Company's
business plan the Company must raise capital through the sale of equity
securities. To date, the Company has sold $5,700 in equity securities. Sales of
the Company's equity securities have allowed the Company to maintain a positive
cash flow balance.
In order to implement its business plan, the Company will take the following
steps: during months one through six raise capital of $4,000,000 through the
sale of common stock in a private placement. After raising capital, the Company
will use its cash during months seven through twelve to hire two software
programmers at a cost of $75,000, hire one marketing manager at a salary of
$60,000, hire two office employees at a cost of $40,000, spend $500,000 for
advertising, and $100,000 for rent and other operating expenses. In addition,
during months seven through nine, the Company intends to complete all beta
testing of its software at a cost of $25,000, setup its web site at a cost of
$40,000, and purchase computers, furniture, and equipment at a cost of $100,000.
The Company plans to complete final software modifications during months nine
through twelve at a cost of $50,000, and produce the Company's product for
delivery beginning in the first quarter after month twelve.
Management has made initial progress in implementing its business plan by
setting-up its first web page "superwall.net", filing for copyright protection
of its copyrightable firewall protection software, and plans to expand its web
site in the fourth quarter of 2000.
The Company will only be able to continue to advance its business plan after it
receives capital funding through the sale of equity securities. After raising
capital, Management intends to hire
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employees, rent commercial space in El Cajon, purchase equipment, and begin
marketing its firewall protection software. The Company intends to use its
equity capital to fund the Company's business plan during the next twelve months
as cash flow from sales is not estimated to begin until year two of its business
plan. The Company will face considerable risk in each of its business plan
steps, such as difficulty of hiring competent personnel within its budget,
longer than anticipated lead time necessary to sell and deliver its firewall
protection software to customers, and a shortfall of funding due to the
Company's inability to raise capital in the equity securities market. If no
funding is received during the next twelve months, the Company will be forced to
rely on its existing cash in the bank and funds loaned by the directors and
officers. The Company's officers and directors have no formal commitments or
arrangements to advance or loan funds to the Company. In such a restricted cash
flow scenario, the Company would be unable to complete its business plan steps,
and would, instead, delay all cash intensive activities. Without necessary cash
flow, the Company may be dormant during the next twelve months, or until such
time as necessary funds could be raised in the equity securities market.
There are no current plans for additional product research and development. The
Company plans to purchase approximately $100,000 in furniture, computers,
software during the next twelve months from proceeds of its equity security
sales. The Company's business plan provides for an increase of five employees
during the next twelve months.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 1605 Mirage Court, El Cajon,
CA 92019. The principal executive office and telephone number are provided by an
officer of the corporation. The costs associated with the use of the telephone
and mailing address were deemed by Management to be immaterial as the telephone
and mailing address were almost exclusively used by the officer for other
business purposes. Management considers the Company's current principal office
space arrangement adequate until such time as the Company achieves its business
plan goal of raising capital of $4,000,000 and then begins hiring new employees
per its business plan.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - June 30, 2000:
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<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
<S> <C> <C> <C>
Common Bruce Johnson 3,750,000(a) 32%
7582 Skyline Drive
San Diego, CA 92114
Common Ann Myers 3,750,000(b) 32%
1605 Mirage Court
El Cajon, CA 92019
Total Shares Owned by Officers & Directors
As a Group 7,500,000 64%
</TABLE>
(a) Mr. Johnson received 5,000 shares of the Company's common stock on March 15,
1999 for a license agreement related to the Company's business plan. 45,000
shares of the Company's common stock were issued to him per a 10 for 1 stock
split on March 30, 2000. 3,700,000 shares of the Company's common stock were
issued to him per a 75 for 1 stock split on June 15, 2000.
(b) Ms. Myers received 5,000 shares of the Company's common stock on March 15,
1999 for administrative services and services related to the Company's business
plan. 45,000 shares of the Company's common stock were issued to her per a 10
for 1 stock split on March 30, 2000. 3,700,000 shares of the Company's common
stock were issued to her per a 75 for 1 stock split on June 15, 2000.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose one year terms
will expire 3/31/01, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected Term Expires
<S> <C> <C> <C> <C>
Bruce Johnson 49 President, 3/15/99 3/31/01
7582 Skyline Drive Treasurer,
San Diego, Ca 92114 Director
Ann Myers 73 Secretary, 3/15/99 3/31/01
1605 Mirage Court Director
El Cajon, CA 92019
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
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Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
RESUMES
Bruce Johnson, President, Treasurer & Director
1990 - Current President, Seaside Computers, Inc. Specializing in
hardware sales, custom software design, and information
system security for a variety of commercial customers in
Southern California. Responsible for design and
installation of software security systems comprised of
risk analysis, encryption, intrusion detection and
blocking, network adapters, security testing, monitor
alerts, and security system administration. Customers
include engineering, financial, accounting and law
offices, manufacturing, wholesaling, retailing, financial
services, health care services, transportation firms, and
warehousing businesses.
Ann Myers, Secretary & Director
1985 - Current Independent contractor providing accounting and management
information services for manufacturing and service
businesses. Responsibilities include financial statement
reporting, inventory control, data processing, billings,
and selection of applications software.
ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
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Summary Compensation Table
<TABLE>
<CAPTION>
Other
Name & annual Restricted LTIP All other
principle Salary Bonus compen- stock Options Payouts compen-
position Year ($) ($) sation($) awards($) SARs ($) sation($)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
B Johnson 1999 -0- -0- -0- 5,000 -0- -0- -0-
President 2000 -0- -0- -0- -0- -0- -0- -0-
A Myers 1999 -0- -0- -0- 5,000 -0- -0- -0-
Director 2000 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Board agreed to pay Mr. Johnson 5,000 shares of the Company's common stock
for an exclusive license agreement on March 15, 1999. The stock was valued at
the price unaffiliated investors paid for stock sold by the Company, $1.00 per
share. 45,000 shares of the Company's common stock were issued to him per a 10
for 1 stock split on March 30, 2000. 3,700,000 shares of the Company's common
stock were issued to him per a 75 for 1 stock split on June 15, 2000.
The Board agreed to pay Ms. Myers for administrative services and services
related to the Company's business plan 5,000 shares of the Company's common
stock on March 15, 1999. The stock was valued at the price unaffiliated
investors paid for stock sold by the Company, $1.00 per share. 45,000 shares of
the Company's common stock were issued to her per a 10 for 1 stock split on
March 30, 2000. 3,700,000 shares of the Company's common stock were issued to
her per a 75 for 1 stock split on June 15, 2000.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The Officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $100,000 at each month end. When
positive cash flow reaches $100,000 at each month end and appears sustainable
the board of directors will readdress compensation for key personnel and enact a
plan at that time which will benefit the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or
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employees of the Corporation in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Ms. Myers,
an officer of the corporation. The costs associated with the use of the
telephone and mailing address were deemed by management to be immaterial as the
telephone and mailing address were almost exclusively used by the officer for
other business purposes.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion, from funds legally available therefor.
In the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares.
All of the outstanding Common Stock is, and the shares offered by the Company
pursuant to this offering will be, when issued and delivered, fully paid and
non-assessable.
The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction.
-14-
<PAGE> 15
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of June 30, 2000, the Company had 58 shareholders of record. The
Company has paid no cash dividends. The Company has no outstanding options. The
Company has no plans to register any of its securities under the Securities Act
for sale by security holders. There is no public offering of equity and there is
no proposed public offering of equity.
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On March 15, 1999, the shareholders authorized the issuance of 5,000 shares of
common stock to Mr. Johnson for a license agreement related to the Company's
business plan and 5,000 shares of common stock to Ms. Myers for services related
to the Company's business plan for a total of 10,000 Rule 144 shares. The
Company relied upon Section 4(2) of Securities Act of 1933, as amended (the
"Act"). The Company issued the shares in satisfaction of
-15-
<PAGE> 16
management services rendered to officers and directors, which does not
constitute a public offering.
From the period of approximately April 1, 1999 until April 30, 1999, the Company
offered and sold 5,700 shares at $1.00 per share to non-affiliated private
investors. The Company relied upon Section 4(2) of the Securities Act of 1933,
as amended (the "Act"). Each prospective investor was given a private placement
memorandum designed to disclose all material aspects of an investment in the
Company, including the business, management, offering details, risk factors,
financial statements, and use of funds. Each investor also completed a
subscription confirmation letter and private placement subscription agreement
whereby the investors certified that they were purchasing the shares for their
own accounts, with investment intent and that each investor was either
"accredited", or were "sophisticated" purchasers, having prior investment
experience or education, and having adequate and reasonable opportunity and
access to any corporate information necessary to make an informed investment
decision. This offering was not accompanied by general advertisement or general
solicitation and the shares were issued with a Rule 144 restrictive legend. The
Officers and Directors solicited investors and have a reasonable belief of the
validity of their accredited or sophisticated status.
Under the Securities Act of 1933 , all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which, if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resale of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; (c) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
On March 30, 2000, the Board of Directors authorized a forward stock split of 10
for 1 resulting in a total of 157,000 shares of common stock issued and
outstanding. On June 15, 2000, the Board of Directors authorized a forward stock
split of 75 for 1 resulting in a total of 11,775,000 shares of common stock
issued and outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in
-16-
<PAGE> 17
regard to their carrying out the duties of their offices. The By-Laws also allow
for reimbursement of certain legal defenses. As to indemnification for
liabilities arising under the Securities Act of 1933 for directors, officers or
persons controlling the Company, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy and unenforceable.
PART F/S
The audited financial statements of the Company for the year ended September 30,
1999, and the period ended June 30, 2000 and related notes which are included in
this offering have been examined by Barry Friedman, CPA, and have been so
included in reliance upon the opinion of such accountants given upon their
authority as an expert in auditing and accounting.
-17-
<PAGE> 18
KEYSTONE VENTURES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2000
September 30, 1999
<PAGE> 19
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT F1
----------------------------------------------------------------------------
ASSETS F2
----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY F3
----------------------------------------------------------------------------
STATEMENT OF OPERATIONS F4
----------------------------------------------------------------------------
STATEMENT OF STOCKHOLDERS' EQUITY F5
----------------------------------------------------------------------------
STATEMENT OF CASH FLOWS F6
----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS F7-F11
----------------------------------------------------------------------------
</TABLE>
<PAGE> 20
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
702-361-8414
INDEPENDENT AUDITORS' REPORT
Board of Directors July 14, 2000
KEYSTONE VENTURES, INC.
San Diego, California
I have audited the accompanying Balance Sheets of KEYSTONE VENTURES,
INC. (A Development Stage Company), as of June 30, 2000, and September 30, 1999,
and the related statements of operations, stockholders' equity and cash flows
for the periods March 10, 1999 (inception), to September 30, 1999, and October
1, 1999, to June 30, 2000. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of KEYSTONE VENTURES,
INC. (A Development Stage Company), as of June 30, 2000, and September 30, 1999,
and the related statements of operations, stockholders' equity and cash flows
for the periods March 10, 1999 (inception), to September 30, 1999, and October
1, 1999, to June 30, 2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
---------------------------
Barry L. Friedman
Certified Public Accountant
<PAGE> 21
KEYSTONE VENTURES, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
2000 1999
-------- -------------
<S> <C> <C>
CURRENT ASSETS
CASH $5,381 $5,700
------ ------
TOTAL CURRENT ASSETS $5,381 $5,700
------ ------
OTHER ASSETS $ 0 $ 0
------ ------
TOTAL OTHER ASSETS $ 0 $ 0
------ ------
TOTAL ASSETS $5,381 $5,700
------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements
-F2-
<PAGE> 22
KEYSTONE VENTURES, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
2000 1999
-------- -------------
<S> <C> <C>
CURRENT LIABILITIES $ 0 $ 0
------- -------
TOTAL CURRENT LIABILITIES $ 0 $ 0
------- -------
STOCKHOLDERS' EQUITY (Note #4)
Common stock
No Par value
Authorized 25,000 shares
Issued and outstanding at
September 30, 1999 -
15,700 shares $15,700
Common Stock
Par value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
June 30, 2000 -
11,775,000 shares $11,775
Additional Paid-In Capital 3,925 0
Deficit accumulated during
the development stage -10,319 -10,000
------- -------
TOTAL STOCKHOLDERS' EQUITY $ 5,381 $ 5,700
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 5,381 $ 5,700
------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements
-F3-
<PAGE> 23
KEYSTONE VENTURES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
OCT. 1 MAR. 10, MAR.10, 1999
1999, TO 1999, TO (INCEPTION)
JUNE 30, SEPT. 30, TO JUNE 30,
2000 1999 2000
----------- ----------- ------------
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
----------- ----------- -----------
EXPENSES
General, Selling and
Administrative $ 319 $ 10,000 $ 10,319
----------- ----------- -----------
TOTAL EXPENSES $ 319 $ 10,000 $ 10,319
----------- ----------- -----------
NET PROFIT/LOSS (-) $ -319 $ 10,000 $ -10,319
----------- ----------- -----------
Net Loss per share -
Basic and diluted
(Note #2) $ NIL $ -.0008 $ -.0009
----------- ----------- -----------
Weighted average
Number of common
shares outstanding 11,775,000 11,775,000 11,775,000
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements
-F4-
<PAGE> 24
KEYSTONE VENTURES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
ADDITIONAL ACCUMU-
COMMON STOCK PAID-IN LATED
SHARES AMOUNT CAPITAL DEFICIT
----------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
March 15, 1999
Issued For License
Agreement & Services 10,000 $ 10,000 $ 0
April 30, 1999
Issued For Cash 5,700 5,700 0
Net loss year ended
March 10, 1999
(Inception) to
September 30, 1999 $ -10,000
----------- ---------- ---------- ---------
Balance,
September 30, 1999 15,700 $ 15,700 $ 0 $ -10,000
March 24, 2000
Changed par value from
No par value to $0.001 -15,684 +15,684
March 30, 2000
Forward Stock Split
10 for 1 141,300 +141 -141
June 15, 2000
Forward stock split
75 for 1 11,618,000 +11,618 -11,618
Net Loss
October 1, 1999 to
June 30, 2000 -319
----------- ---------- ---------- ---------
Balance,
June 30, 2000 11,775,000 $ 11,775 $ 3,925 $ -10,319
----------- ---------- ---------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements
-F5-
<PAGE> 25
KEYSTONE VENTURES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
OCT. 1 MAR. 10, MAR.10, 1999
1999, TO 1999, TO (INCEPTION)
JUNE 30, SEPT. 30, TO JUNE 30,
2000 1999 2000
-------- --------- ------------
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ -319 $ -10,000 $ -10,319
Adjustment to
Reconcile net loss
To net cash provided
by operating activities
Issue Common Stock
For License & Services 0 +10,000 +10,000
Changes in assets and
Liabilities 0 0 0
-------- --------- ---------
Net cash used in
Operating activities $ -319 $ 0 $ -319
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 +5,700 +5,700
-------- --------- ---------
Net Increase (decrease) $ -319 $ +5,700 +5,381
Cash,
Beginning of period +5,700 0 0
-------- --------- ---------
Cash, End of Period $ 5,381 $ 5,700 $ 5,381
-------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements
-F6-
<PAGE> 26
KEYSTONE VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000, and September 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 10, 1999, under the laws of the State of
Nevada as KEYSTONE VENTURES, INC. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents.
-F7-
<PAGE> 27
KEYSTONE VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and September 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires
most costs of start-up activities and organization costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-5,
there has been little or no effect on the company's financial
statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of June 30, 2000, the Company had no dilative common
stock equivalents such as stock options.
-F8-
<PAGE> 28
KEYSTONE VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and September 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected September 30th as its fiscal year-end.
Year 2000 Disclosure
The Y2K issue had no effect on this Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30,
2000, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of September 30, 1999, is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $10,000
Valuation allowance $10,000
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire by 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 50,000,000
shares with a par value $0.001 per share.
-F9-
<PAGE> 29
KEYSTONE VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and September 30, 1999
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
Preferred Stock
The Company has no preferred stock.
On March 15, 1999, the Company issued 10,000 shares of its no-par-value
common stock for a license agreement and services of $10,000 to its
directors.
On April 30, 1999, the company issued 5,700 shares of its no-par-value
common stock for cash of $5,700.
On March 27, 2000, the State of Nevada approved the Company's restated
Articles of Incorporation, which changed the par value from no par to
$0.001. Also, the Company's authorized common stock was increased from
25,000 shares to 50,000,000 shares.
On March 30, 2000, the Company approved a forward stock split on the
basis of 10 for 1, thus increasing the common stock from 15,700 shares
to 157,000 shares.
On June 15, 2000, the Company approved a forward stock split on the
basis of 75 for 1, thus increasing the common stock from 157,000 shares
to 11,775,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. The stockholders/officers and/or directors
have informally committed to advancing the operating costs of the
Company interest free, if necessary.
-F10-
<PAGE> 30
KEYSTONE VENTURES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and September 30, 1999
NOTE 6 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors of the Company
are involved in other business activities and may in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
-F11-
<PAGE> 31
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 License Agreement & Copyright Application Included
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Keystone Ventures, Inc.
Date 8/2/00 By /s/ Bruce Johnson
--------------- ---------------------------------------
Bruce Johnson, Pres., Treas. & Director
Date 8/2/00 By /s/ Ann Myers
--------------- ---------------------------------------
Ann Myers, Secretary & Director
