CROWN INTERNATIONAL , INC. / FL
FILING TYPE: 10SB12G
DESCRIPTION: REGISTRATION STATEMENT
FILING DATE: NOVEMBER 2, 2000
PERIOD END: N/A
PRIMARY EXCHANGE: OVER THE COUNTER INCLUDES OTC AND OTCBB
TICKER: N/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers Under Section 12(g)
of the Securities Exchange Act of 1934
CROWN INTERNATIONAL , INC./FL
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(Name of Small Business Issuer in its charter)
FLORIDA 65-0716874
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
80 Richmond St. West , Suite 1604
Toronto , Ontario Canada M5H-2A4
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone: 416-866-8213
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Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which each
to be so registered Class is to be registered
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- NONE -
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
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(Title of Class)
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TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
ITEM 1. DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 3. DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 8
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . 8
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS . . . . . . . . . . . . . . . . . . 9
ITEM 6. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . .10
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . 11
ITEM 8. DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . .11
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . 11
ITEM 2. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . 11
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . .11
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES . . . . . . . . . .12
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . .12
PART F/S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .13
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 1. INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . .14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) BUSINESS DEVELOPMENT
Crown International Inc.(the "Company") was incorporated on December
9th, 1996 under the laws of the State of Florida under the name of
Crown International Inc. See Exhibit 3.1 at Page E-5.The Bylaws of the
Company are included as Exhibit 3.2 Page E-10. From the date of its
incorporation to 31 March 2000, the only activity undertaken by the
Company was on November 5th ,1999 where the Company entered in to a
Bill of Sale with Greatway Global Communications Corp. (identified
hereinafter as "Greatway") a Canadian Corporation. See Exhibit
2 Page E-1. This Bill of Sale provided as follows:
(1)Greatway transferred all of its intellectual property and
assets to Crown International Inc.
(2)Greatway agreed to sell all of its asset to Crown
International Inc. (Florida) in exchange for receiving 2,000,000
shares of Crown International Inc. (Florida).
(3)The Agreement was completed November 5th ,1999 and 2,000,000
shares of Crown International Inc. (Florida) were subsequently
issued to Greatway. All shares as issued have restrictive legends
under Rule 144. The Company presently operates the business
hereinafter described and other than the asset purchase the
Company has had no separate business activities since its
formation to the current date. The Company is in good standing in
the State of Florida.
(b) BUSINESS OF ISSUER
The Company's technology was developed for the purpose of real time
collaboration over the full range of broadband transmission lines. The
initial marketing focus is to the advertising, film and recording
sectors where multiple functions and tasks can be performed,
electronically, simultaneously from remote locations in real time or
efficient time. After this initial application, other uses such as
medical, distance training, design, research will be pursued.
(1)Product Description:
(2)Name: GlobeLink Box
Overview: The Box enables digital collaboration between
production studios on multimedia projects. Secure file transfers,
real time collaboration, and project management are just a few of
the features integrated into the Box.
Features: The Box enables users to centralize the management of
collaborative projects. By linking distributed users to a central
server, studios are able to have real time control over any
section of a project at all times.
Users are able to set file status codes, send messages, update
files, retrieve files, set permissions on files, and create their
own "mediafile" categories. The Box allows clients to preview
files without coming into the studio. Using our advanced
streaming technologies we are able to preview most media formats
directly from the central server. This saves having to convert
medial files to standard streaming formats (ie. RealAudio). This
allows studios to get client approval of their projects in a
timely and efficient manner.
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System Architecture: The Company's cross platform solution to
multimedia collaboration is designed to integrate seamlessly into
any studio environment. The Company's client/server architecture
allows it to ship pre-configured machines to customers, thereby
eliminating timely setup procedures at the customer site. Simply
plug it in and you are ready to start using it.
These boxes will be linked by various broadband medium to create a
network for the efficient collaboration of various functions and tasks
required in the production of product in the film and recording and
advertising sectors.The Company's Business Model involves the rental
of fully configured computer servers, containing the Company's
proprietary software, at various client sites. As part of the rental
or subscription service, each server will be upgraded remotely by the
Company as enhancements are released. The box is rented in two
versions.
(1)The Master Box - is intended for the prime production house
(2)The Client Box - will be located at the premises of sub
contractors, agencies, and clients.
The numerical ratio of Client to Master box is industry dependent.
However, in a typical advertising environment the Master/Client ratio
will be 15 to 1 whereas audio and film production situations can
expect a 5 to 1 ratio. Because the Box was developed with studio
industry partners, participants and facilities, the Box is intended to
be user friendly and industry specific.
(c)INDUSTRY AND COMPANY BACKGROUND
Studios in advertising, film, entertainment, recording, animation and
design are numerous throughout the developed world and are in excess
of 5,300 plus clients and agency use. It is expected the collaboration
market will reach $8 billion this year.
(1)Development History
Greatway's technology had its origins in a Research Laboratory
setting. Subsequently with the help and input of profit making
production studios, Greatway commercialized its technology. Today, the
Greatway solution has been tested in a live production studio
environment. As reflected on the company's most recent audited
statements,as of October 31,1999,US$870,000 had been spent on
Greatway's development of its unique, proprietary, fully scalable
broadband technologies and applications.On November 5,1999, as
aforesaid Greatway transfered all its property to the Company.
(2)Industry Participants:
Between 1995 and 2000 Greatway benefited greatly from the
participation of the following leading production studios -
- well known Hollywood studio
- Mid market North American studio chain
- fully diversified Canadian studio
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- small, sophisticated studio dealing in animation
- Toronto studio dealing globally
The Company is now positioned to take its technologies and products to
the commercial world, starting with a select number of customers in
North America and Europe. Collaborating partners worldwide include
content providers, systems integrators and multimedia producers.
To accommodate this market place as an affordable entry level product
the Company's box will provide :a fully functional, self contained
solution to facilitate collaboration in the audio and video recording
industry. The Company's principal and initial product, the Box, is
broadband enabled approach, allowing geographically separated
production facilities to work simultaneously without the need to
courier tapes, disks and other media format of media across continents
and oceans. The agency and client also have viewing access to the
project on a real time basis.
By combining its advanced multimedia streaming technologies with
scaleable network architecture, the Company is able to offer a
solution that works across multiple platforms and operating systems,
without placing any restrictions upon the artistic work being carried
out by the production studio. Along with this technical solution, the
Company has incorporated its own asset management system that allows
the production house to track changes and synchronize the activity.
Although the market place offers video streaming and exchange (see
competition) the Company's market niche is collaboration, and an
integrated process offering multi functions and multi task in real and
efficient time. A master file for collaboration will be located in the
Master Box and can be accessed and worked upon remotely from Client
Boxes in various locations. The master file remains up to date and
current in the Master Box. For high broadband applications the Company
has entered into a contract/letter of intent with a major global
Telco. However a secrecy provision therein limits details but the
Company considers this letter as an an endorsement of its high end
product.
(d)BUSINESS APPLICATIONS OF TECHNOLOGY
The Company's technology will be used in a wide variety of applications.
The company will bring these to market in a specific order, to maximize the
return on investment and streamline the development effort. Over the period
covered by its business plan, the Company will market its technology in the
following order:
(1)"GlobeLink Box" - as described above, is a broadband enabled
approach, allowing geographically separated production facilities to
work simultaneously without the need to courier tapes, disks and other
forms of media across continents and oceans.
(2)Broadband on Demand - to be marketed to Telcos, facilitates the
dissemination of audio and video on demand using the Company's
proprietary "hub".
(3)Virtual Private Networks - enables real time, simultaneous
collaboration on files from remote locations. The embedded,
proprietary project management software provides version control and
timestamping of changes being made by each collaborating partner.
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(4)Broadband Content Providers - not only allows the streaming of
quality audio and video over the internet, but also creates a newly
enriched and real time experience because the Company technology
includes the ability to :
a) use multiple pictures on the same screen
b) display full motion video
c) interactive video conferencing
d) initialization
(5)Distance Training/Education - delivering for the first time, real
time, high Resolution detail, thereby enhancing the training material
and minimizing the communication costs.
(6) Broadcast - Web Design/Hosting - targeting captive marketplaces,
over dedicated fiber networks for the delivery of expensive content
such as new film releases.
(e)DISTRIBUTION METHODS OF THE PRODUCTS AND SERVICES
Current Situation: Currently when people in diverse locations wish to
collaborate and work together or share a common data file, in many
instances, they must exchange data and work together by couriers and
personal travel. Very time consuming, expensive and disruptive to the
creative or efficient use of time. The Company's box will allow
geographically separated production facilities to work simultaneously
without the need to courier tapes, disks and other media format across
continents and oceans or without the need for personal attendance.
Also an agency and client can view and access the project on a real
time or efficient time basis.
In short the Box provides a solution to current problems of speed,
capacity, and quality of service and content using fully scalable
solutions using multiple bandwidths. Moreover for web sites, the
Company's technology will add motion to the currently static sites, as
well as live portals and event queing , both of which have
considerable application but are not prevalent in the market place.
(f)SERVICE DESCRIPTION
As previously stated, there is significant and obvious demand in the
market place for a collaborative real time solution, whereby time and
money can be saved and the reality of the "global village" evolves. By
placing the Company's Box into the site of each participant in a
project, the participants can work together on the same data file in
real or efficient time. Because the Company's Box was developed within
the studio environment and with the guidance of studio participants,
the Company's box contains the features , functions and technological
compatibilities to provide an industry specific solution that to the
user is "plug and play" and user friendly. Accordingly, the Company
feels confident that any conservative or technophobic resistance can
be overcome. Also with the prevalence of broadband and high speed
transmission such as ADSL, T-1, and cable lines the Box should be
widely available for use.
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Through use and visibility among industry participants a network
should evolve. Also as a result of user feedback and our own studio
partners, updates and enhancements will regularly be provided to
users/customers as part of their rental/subscription fee. The
Company's industry enquiries has determined that the rental fee is
very affordable within the studio context.
(g)MARKET SEGMENTATION
Studios and production facilities, world-wide, initially in the
advertising, film and recording sectors. Projects where many functions
and tasks in diverse locations must collaborate and work together to
produce the final product (voice, video, sound, animation, graphics,
editing and post production facilities, webcasters and so forth) and
must form a network to produce final product. While the market place
offers various single functions or data exchanges, the Company is
providing multi function and task collaboration so that all functions
in whatever location can collaborate in real or "efficient" time on
the same project or data file.
The market place is world-wide because of the interaction of
facilities in various parts of the world. For example the animation
can be produced in Paris, design in New Zealand, video filming in Hong
Kong, voice over in Toronto and Director in New York - with the
advertising agency and client elsewhere. In addition one Company, for
example, an animation house - many have numerous facilities worldwide
and could use the Company's boxes to link projects and people and
facilities.
(h)COMPETITION
There is significant demand in the marketplace for a collaborative
real time solution. There is an abundance of good products that allow
users to share a document on line - the so called electronic white
board. For example, DataBeam Corp., a subsidiary of Lotus/IBM, claims
to be the "leading developer of real time collaboration and training
technologies". However, neither DataBeam nor any of the current
offerings allow for the sharing of audio or video development.
To date none of the major software vendors has released a
collaborative video and/or audio solution or even announced their
intention to develop solutions in this area. There are entities other
than the Company currently working in the audio and/or video
collaborative field. Similar to the Company, many of these potential
competitors have their origins in the Academic environment. None of
these potential entrants enjoy the Company's competitive advantage of
working closely with major production studios - thereby being able to
concurrently develop the empowering software and commercially viable
product and features and functions.
While there are a number of companies offering what they refer to as
"multimedia collaborative services", their products are not real time
collaboration. What they do provide is high performance
videoconferencing solutions for applications such as - telemedicine,
distance learning, executive conferences, manufacturing, and other
motion-intensive applications. These are one way broadcasts that
deliver audio and/or video.
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The Company believes that they are at the forefront in this field. The
technologies were developed in a studio environment, not in a
University based research laboratory.
(i)BARRIERS TO ENTRY
The most significant barrier to entry is the need for any potential
competitor to have in-house software engineers that have the requisite
technical skills coupled with a detailed understanding of how the
modern production studio operates. Over the last five years the
Company has been able to attract an appropriate team comprised of
knowledgeable people in both the software development and production
studio fields.
A second, but no less significant barrier to entry is the need for
access to a high-speed network and production studio environment in
order to develop and test the software during the development process.
The Canarie Project provided the sandbox environment needed to develop
the "low level" code needed for the technology. The resulting scalable
architecture means the Company's Box is a solution for the ADSL and T1
connectivity employed by the small and medium users, while the
original fiber/ATM solution is available to the major studios.
The third barrier to entry is the technophobic, conservative nature of
some participants in the production studio industry. The Company is
well aware of the need to include highly respected proselytizers for
its Box. Therefore, it has included since its early days key industry
advisors who, have not only provided significant input concerning the
features needed, but who are also candidates to use the "Box" in the
initial roll out. The result is a true "plug and play" solution that
is technologically transparent to the user and highly endorsed by
industry leaders.
Various functions, in whole or in part, exist in the marketplace. For
example, tel-video conferencing (AT&T, Lucent, Sprint) Video exchange
or sharing (SGI - Telestream - Microsoft - Pixstream - Kasenna)
editing and distribution (Box) editing and visual effects (Discreet
Logic) video streaming (Quicktime and Real Networks). The foregoing
are single or limited functions whereas the Company Box is an
integrated process for multi tasks and functions to enable real or
efficient time collaboration using features functions and
compatibilities required by production facilities in the film,
entertainment, recording and advertising sectors.
(j)ADVERTISING AND PROMOTION
The Company is following a number of approaches to promoting the Box
a)The Company's technology and business model has been developed with
the assistance of numerous industry partners and participants.
Initially the Company will solicit the support of key participants to
use the Boxes for their projects and will thereby act as natural
references. Accordingly from these world wide contacts a Global
network of studios will evolve and form the initial customer base or
"Critical Mass" and act as the springboard for future Global sales.
b)The Company will assign a Relationship Manager (salesperson) to each
studio facility to assist in the sale.
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c)The Company plans to retain a third party company to package the Box
and develop promotional material.
d)Presently the Company is developing a Website solely for the purpose
of Promoting and marketing the Box.
(k)PRINCIPAL SUPPLIERS
The principal component of the Box is a server which is readily
available in the marketplace, the most favoured presently is that
supplied by VALinux. In addition certain readily available software is
also incorporated into the Box. The Company's proprietary software
together with strong security is integrated very simply into the
foregoing.
(l)GOVERNMENTAL IMPACT ON OPERATIONS
At this time there is no required government approval of the products
and services offered . Further , there are no direct governmental
regulations that impact the business operations.
(m)RESEARCH AND DEVELOPMENT
To date the Company has expended approximately $1 million to develop
the technologies and Business Model and relationships. Also the
Company has benefited from Government or Institutional facilities and
experts some of which have been herein before noted (see Industry and
Company Backgrounds). Research and Development is a significant
activity of the Company and is driven by user and industry
requirements, both present and contemplated. Because of the Company's
past the Company has many relationships world wide on which it can
draw.
(n)EMPLOYEES
The Company has retained the following on a regular and ongoing basis
:
- 2 Computer Scientists
- l University Professor as an advisor
- Government and Telco liason person
- rental/studio person
- 2 accounting and administrative persons
- l marketing person
- studio partner (third party Industry Partner)
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ITEM 2. PLAN OF OPERATION
Presently the Company has linked 4 Boxes at its office in downtown
Toronto, Studio Partner in midtown Toronto and residence Lab of its
Chief scientist in uptown Toronto Ontario, and a Lab in Guelph,
Ontario at the residence of another of the Company's Scientists. The
broadband transmission lines involved are ADSL and cable. Shortly the
Company plans to add another studio and Advertising Agency.
Daily, using typical industry content, the software is tested for
stability and dependability. Features of the Box are frozen. Shortly
the Company plans to market the Box, initially to the Studio Partner's
contacts, then to the Company's contacts and finally to the
marketplace at large. Anticipated rental income from the Master Box is
$2,000.00 monthly and from the Client Box $500.00 monthly. After an
initial ramp-up period of up to 6 months, the Company expects to rent
2 Master /Client Box combinations(1 Master & 9 Client) per week. Over
the next six month period the monthly revenue is anticipated to
average $182,000.00 resulting in gross revenue for this six month
period of $1,092,000.00 and thereafter revenue should increase
exponentially from this initial critical mass.
During the second 6 month period operating costs are anticipated to
average $50,000.00 monthly. And rental costs to average $65,000.00
monthly. The rental program could be financed with a Financial third
party partner that would fund the servers and share in the rental
revenue stream and whose Corporate structure would provide
Administrative support as part of their contribution.
To date the Company has been funded from shareholders advances and
Advances from Macwin Investments Inc , A Canadian Corporation owned by
Lorna Irwin , spouse of Company Director, Alan Irwin .The Company
anticipates meeting its cash requirements of the next 12 month period
by a Private Placement under Rule 506 for $2,000,000.00 .
ITEM 3. DESCRIPTION OF PROPERTY
The Company leases premises at 80 Richmond St. West, Suite 1604,
Toronto, Ontario Canada on a month to month basis.The company owns no
real property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following persons (including any group as defined in Regulation
S-B, Section 228.403) are known to the Company, as the issuer, to be the
beneficial owner of more than five percent of any class of the said
issuer's voting securities:
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Name Address Nature Amount Percent
Brigand Capital Corp. 120 Adelaide St.W., common 500,300 17.23%
Toronto, Ontario
M5H lTl
Greatway Global 80 Richmond St. W., common 2,000,000 68.87%
Communications Suite 1604,
Corp. Toronto, Ontario
M5H 2A4
TOTAL 2,500,300 86.10%
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following information lists, as to each class, equity securities
beneficially owned by all directors, and of the directors of the issuer, as a
group.
None of the Directors or Officers own any securities in the Company.
NOTE TO (a) and (b) ABOVE:
As to the beneficial ownership of the securities listed above in (a)
and (b), no such owner has the right to acquire within sixty (60) days or
otherwise, the right to acquire shares from options, warrants, right, conversion
privileges, or similar obligations.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS
AND CONTROL PERSONS
(a) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
Name, Municipality of Residence Age Length of Service
------------------------------- --- -------------------------------------
Alex Kennedy 65 Appointed as Director
Toronto , Ontario and Secretary ,Since April 22,2000
Gary Risadore 54 Appointed President and Director
Toronto , Ontario Since April 22 , 2000
Alan Irwin Appointed Director
Toronto , Ontario 57 Since April 22 , 2000
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Alex Kennedy is the Secretary and a Director of the Company.Within the
past 5 years he has been involved with RDG Minerals Inc.( Mining ) ,and TTLN -
Total Entertainment Inc.( Internet Entertainment). He brings extensive
background in the retail-merchandising field.Where he was CEO of 2 national
retail companies in Canada.He is a Director for Ashurst Technologies Ltd.(listed
on the Toronto Stock Exchange ) and NETFORFUN.com Inc. ( a Canadian public
Company seeking a listing on CDNX ).
Gary Risadore is the President and a Director of the Company. From
1997 to 1999 he was the President and a director of IVP Technologies Corp. ,
and has worked with Greatway Global Communications Corp.( a networking and
telecommunications company ) since 1998. He has successfully developed complete
turnkey projects in the industrial sector.
Alan Irwin,B.A.,LL.B. Is a Director of the Company. In 1995 and 1996
he was the Director and President of Typhon Industries Ltd. , a public company
in recreation and entertainment.Since 1997 he has been the developer of Greatway
Global Communications Corp. in product and business. He brings with him
expertise in new business development , mergers and acquisitions, divestitures
and various financing arrangements for both publicly held and private company's.
Under Section 3 of ARTICLE III of the Bylaws, the directors serve
until the next annual meeting of the shareholders, at which time directors are
elected by the shareholders. A director is to hold office until his or her
successor is elected. If a director vacates his or her position during that
director's tenure, his or her replacement is filled by a majority of the
remaining directors, of the shareholders if no directors remain.
(b) IDENTIFY SIGNIFICANT EMPLOYEES
The only other significant employee is Chris Besignano, who is the
Chief Technology Officer for the Company.
Name, Municipality of Residence Age Length of Service
-------------------------------- ---- -------------------------------------
Chris Besignano 24 Appointed as Chief Technology Officer
Toronto, Ontario in 1999.
Canada
-------------------------------- ---- -------------------------------------
Chris Besignano started with Greatway Global Communications in mid 1999 and
continues with the project and the Company to date. He has experience with
software engineering , product integration and project management. He has
extensive experience in the design , development and implementation of cross
platform applications and is currently managing Greatway's asset management
division.
ITEM 6. EXECUTIVE COMPENSATION
None of the Officers or directors receive any compensation at this time.
No employee, officer, or director of the Company has any form of
long-term compensation, including ( but not limited thereto) qualified or
non-qualified stock options, warrants, incentive plans, SAR's, stock bonus
plans, retirement plans, or otherwise.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since April 1,2000 the Company has benefited from funds in the amount of
125,000(approx.) advanced on account of the Company's operations from Macwin
Investments Inc. , a Canadian corporation , owned by Lorna Irwin , spouse of
Alan Irwin , Director of the Company. On behalf of the company , Macwin
Investments Inc provides management services and provides funds for the
purchases of equipment , fees of technical people , professional people and
leasing of equipment.Macwin Investments Inc.is the controlling shareholder of
Greatway Global Communications Corp.,the holder of 68.87% of the common stock of
the Company.
ITEM 8. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue fifty million (50,000,000) shares
of voting common stock, each share of stock having one vote, at $0.001 par
value.
There are no fixed rights to dividends on the common stock. Dividends
may be paid as authorized by the Board of Directors, in cash, in property, or in
shares of the capital stock of the said corporation.
The State of Florida (FS ss.607.0630) provides that shareholders of a
corporation do not have preemptive rights to acquire the corporation's unissued
shares except to the extent that the articles of incorporation so provide.
ARTICLE X of this Company's articles of incorporation provides:
"The Shareholders of this corporation shall not have
preemptive rights to acquire the corporation's unissued shares."
The only specific material rights of common shareholders is to elect,
on an annual basis, the directors of the Company. Each shareholder has one vote
for any action brought before the shareholders for approval. There is no
provision for cumulative voting.
The Company has no other class of stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable
ITEM 2. LEGAL PROCEEDINGS
Not applicable.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not applicable.
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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Not applicable
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE VII of the Bylaws of the Company, entitled "INDEMNIFICATION
AND INSURANCES" provides as follows:
"SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any Bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official Capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850 (7) (a-d) of the Business Corporation Act."
Florida Statute ss.607.0850 provides for the indemnification of a
director and/or officer who is a party to any legal proceeding against them. ".
if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Florida Statute ss.607.0950(7) also provides that there shall be no
indemnification to or on behalf of any director or officer if a judgment or
other final adjudication establishes that his or her action, or omissions to
act, were material to the cause of action so adjudicated and constitute (a) a
violation of criminal law unless the officer or director had reasonable cause to
believe his or her conduct was unlawful;(b) a transaction whereby the director
or officer derived an improper personal benefit;(c) in the case of a director,
a violation of his or her fiduciary duties; or(d)willful misconduct.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers, or controlling
persons pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities & Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.
13
<PAGE>
PART F/S
FINANCIAL STATEMENTS
Attached audited financial statements for Crown International Inc. for
the year ended March 31,2000 and for the period from inception are submitted in
compliance with Item 310 of Regulation S-B.
Also included, audited financial statement for Crown International
Inc., for the period ending November 4,1999.
An interim statement is also included in Part F/S as required by Item
310 of Regulation S-B.
<PAGE>
CROWN INTERNATIONAL INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31 , 2000
FOR THE PERIOD FROM DECEMBER 6,1996
(DATE OF INCEPTION) TO MARCH 31,2000
AND
CUMULATIVE FROM DECEMBER 6,1996
(DATE OF INCEPTION) TO MARCH 31,2000
<PAGE>
CONTENTS PAGE
--------
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS :
BALANCE SHEET F-2
STATEMENTS OF OPERATIONS F-3
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY F-4
STATEMENTS OF CASH FLOW F-5 , F-6
NOTES TO FINANCIAL STATEMENTS F-7 , F-8
<PAGE>
Page F-1
EARL M. COHEN, C.P.A., P.A.
--------------
CERTIFIED PUBLIC ACCOUNTANT
2505 N.W. BOCA RATON BLVD. 9 SUITE 10
BOCA RATON, FLORIDA 33431
TEL: (561) 34771608 FAX: (561) 417-9984
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors Crown International, Inc.
I have audited the accompanying balance sheet of Crown International, Inc.(a
development stage company), as of March 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for the year ended
March 31, 2000 and, 1999 and for the period from December 6, 1996 (inception)
through March 31, 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 I 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 Crown International, Inc. (a
development stage company) as of March 31, 2000, and the results of its
operations and its cash flows for the years ended March 31, 2000 and 1999 and
for the period from December 6, 1996 (inception) through March 31, 2000 in
conformity with generally accepted accounting principles.
By:/s/ Earl M. Cohen
------------------
July 25, 2000 Earl M. Cohen
C.P.A., P.A.
MEMBER
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
Page F-2
CROWN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
ASSETS
CURRENT ASSETS
Cash $170
OFFICE AND COMPUTER EQUIPMENT-net of
accumulated depreciation of $1,683 18,517
INTELLECTUAL PROPERTY 851,683
---------
TOTAL ASSETS $870,370
=========
STOCKHOLDERS' EQUITY
--------------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000
shares authorized, 2,903,900 shares
issued and outstanding $ 2,904
Additional paid-in capital 868,736
Deficit accumulated during the development
stage (1,270)
---------
TOTAL STOCKHOLDERS' EQUITY $870,370
=========
Read accompanying Notes to Financial Statements.
-2-
<PAGE>
Page F-3
CROWN INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 2000 AND MARCH 31, 1999
AND
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2000
December 6,
1996
Year Ended Year Ended (Inception)
March 31, March 31, to March 31,
2000 1999 2000
REVENUES $ - $ - $ -
EXPENSES
General and administrative 150 97 1,270
------------- ------------- -----------
NET (LOSS) $ (150) $ (97) $ (1270)
============= ============= ===========
(LOSS) PER SHARE $ - $ - $ -
============= ============= ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 1,707,279 904,000 1,172,984
============= ============= ===========
Read accompanying Notes to Financial Statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
PAGE F-4
CROWN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2000
Deficit
Accumulated
Common Stock Additional During the
Number of Par Paid-In Development
Shares Value Capital Stage Total
--------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
April 4, 1997 - Common shares
issued for cash 904,000 $ 904 $ 536 $ - $ 1,440
November 5, 1999 - Common
shares issued in acquisition
of office and computer
equipment and intellectual
Property 2,000,000 2,000 868,200 - 870,200
Net (loss) - - - (1,270) (1,270)
--------- --------- --------- ----------- ---------
Balance - March 31, 2000 2,904,000 $ 2,904 $ 868,736 $ (1,270) $870,370
========= ========= ========= =========== =========
</TABLE>
Read accompanying Notes to Financial Statements.
-4-
<PAGE>
PAGE F-5
CROWN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
YEARS ENDED MARCH 31, 2000 AND MARCH 31, 1999
AND
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2000
December 6,
1996
Year Ended Year Ended (Inception)
March 31, March 31, to March 31,
2000 1999 2000
--------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net(loss) $ (150) $ (97) $ (1,270)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
Stock - - 1,440
--------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (150) (97) 170
CASH - BEGINNING 320 417 -
--------- ---------- ----------
CASH - ENDING $ 170 $ 320 $ 170
========= ========== ==========
Read accompanying Notes to Financial Statements.
-5-
<PAGE>
Page F-6
CROWN INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW (CONTINUED)
YEARS ENDED MARCH 31, 2000 AND MARCH 31, 1999
AND
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2000
December 6,
1996
Year Ended Year Ended (Inception)
March 31, March 31, to March 31,
2000 1999 2000
--------- ---------- ---------
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Common stock issued in acquisition
of office and computer equipment and
intellectual property $ 870,200 $ - $ 870,200
========= ========== =========
Read accompanying Notes to Financial Statements.
-6-
<PAGE>
Page F-7
CROWN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1. ORGANIZATION
------------
Crown International, Inc. was incorporated on December 6, 1996
under the laws of the State of Florida. Initially, the company
was engaged in the acquisition and renovation of foreclosed
residential homes for resale. The Company is now focussing on
further developing and marketing its acquisition of intellectual
property referred to in Note 4. The Company's headquarters is in
Boca Raton, Florida. Since inception, no operations have
commenced.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------
OFFICE AND COMPUTER EQUIPMENT
--------------------------------
Office and computer equipment are recorded at cost. Expenditures
for major betterments and additions are capitalized while
replacements, maintenance and repairs which do not improve or
extend the life of the respective assets, are expensed.
Depreciation is computed by the straight-line method over
estimated useful lives of five years.
INCOME TAXES
-------------
Deferred income taxes are provided for differences between the
basis of assets and liabilities for financial and income tax
reporting. A valuation allowance is provided against deferred
income tax assets in circumstances where management believes
recoverability of a portion of the assets is not reasonably
assured.
(LOSS) PER SHARE
------------------
(Loss) per share is computed by dividing net (loss) for the year
by the weighted average number of shares outstanding.
-7-
<PAGE>
Page F-8
CROWN INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-----------------------------------------------------------
Statement of Cash Flows
--------------------------
For purposes of this statement the Company considers all highly
liquid investments with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
------------------
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates that
were assumed in preparing the financial statements.
NOTE 3. INTELLECTUAL PROPERTY
----------------------
Intellectual property consists of those intangible assets
relating to the integration, assembly and architecture of
hardware and software technologies to enable fully scalable
internet, intranet and extranet high speed, high capacity and
high resolution transmission of audio, video and data.
Intellectual property includes all costs incurred in the
application development stage. No amortization has been recorded
as these assets have not yet been fully developed and/or
marketed.
NOTE 4. CAPITAL STOCK
--------------
The Company has authorized 50,000,000 common shares with a par
value of $.001 per share. On November 5, 1999, 2,000,000 common
shares were issued in acquisition of office and computer
equipment and intellectual property valued at $870,200. As of
March 31, 2000, 2,903,900 common shares were issued and
outstanding, respectively.
-8-
<PAGE>
CROWN INTERNATIONAL INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM
FINANCIAL STATEMENTS
FOR THE PERIOD FROM APRIL 1 ,2000
TO SEPTEMBER 30,2000
PREPARED BY MANAGEMENT
( UNAUDITED )
<PAGE>
CONTENTS PAGE
--------
INTERIM FINANCIAL STATEMENTS :
Balance Sheet F - 1
Statements of Operations F - 2
Statement of Changes in Stockholders' Equity F - 3
Statements of Cash Flow F - 4 , F - 5
Notes to Financial Statements F - 6 , F - 7
F-1
<PAGE>
CROWN INTERNATIONAL , INC.
( A Development Stage Company )
Balance Sheet
September 30,2000
ASSETS
------
CURRENT ASSETS
Cash $ 711
OFFICE AND COMPUTER EQUIPMENT - net of 16,573
accumulated depreciation of $3627
INTELLECTUAL PROPERTY 1,008,057
-------------
TOTAL ASSETS $ 1,025,341
=============
LIABILITIES
-----------
SHAREHOLDERS ADVANCES $ 34,200
DUE TO RELATED COMPANY 125,040
-------------
TOTAL LIABILITIES 159,240
-------------
STOCKHOLDERS' EQUITY
--------------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value , 50,000,000
Shares authorized, 2,903,900 shares issued
and outstanding 2,904
Additional paid - in capital 868,736
Deficit accumulated during the
development stage (5,539)
-------------
TOTAL STOCKHOLDERS EQUITY 866,101
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,025,341
=============
READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-2
<PAGE>
CROWN INTERNATIONAL , INC.
( A Development Stage Company )
STATEMENTS OF OPERATIONS
INTERIM 6 MONTH PERIOD ENDED SEPTEMBER 30,2000 AND YEAR ENDED MARCH 31,2000
AND
PERIOD FROM DECEMBER 6,1996 ( INCEPTION ) THROUGH SEPTEMBER 30,2000
Interim 6 Month Period Year Ended December 6, 1996
Ended September 30, 2000 March 31,2000 (Inception)
To September 30, 2000
REVENUES $ - $ - $ -
EXPENSES
General and
Administrative 4,269 150 5,539
---------- ----------- -----------
NET ( LOSS ) $ (4,269) $ (150) $ (5,539)
=========== ============ ===========
( LOSS ) PER $ - $ - $ -
SHARE =========== ============ ===========
WEIGHTED AVERAGE 2,903,900 1,707,279 1,906,740
NUMBER OF =========== ============ ===========
SHARES OUTSTANDING
READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
<PAGE>
CROWN INTERNATIONAL , INC.
( A Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM DECEMBER 6,1996 ( INCEPTION ) THROUGH SEPTEMBER 30,2000
Common Stock Additional Deficit Accumulated
Number of Par Paid-In during the development
Shares Value Capital stage TOTAL
------ ----- ------- ----- -----
April 4, 1997 903,900 $ 904 $ 536 $ - $ 1,440
Common shares
Issued for cash.
November 5, 1999
Common shares issued
In acquisition of
Office and computer
Equipment and
Intellectual
Property 2,000,000 2,000 868,000 - 870,000
Net ( loss ) - - - (5,539) (5,539)
--------- -------- ---------
Balance-
September 30, 2000 2,903,900 $ 2,904 $ 868,736 $ (5,539) $ 866,100
========= ======= ========= ========== =========
READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
<PAGE>
CROWN INTERNATIONAL , INC.
( A Development Stage Company )
STATEMENTS OF CASH FLOW
INTERIM 6 MONTH PERIOD ENDING SEPTEMBER 30,2000 AND YEAR ENDED MARCH 31,2000
AND
PERIOD FROM DECEMBER 6,1996 (INCEPTION) THROUGH SEPTEMBER 30,2000
Interim 6 month Period Year Ended December 6, 1996
Ended September 30,2000 March 31,2000 ( Inception )
To September 30,2000
CASH FLOWS FROM
OPERATING ACTIVITIES
NET ( LOSS ) $ (4,269) $ (150) $ (5,539)
CASH FLOWS FROM
FINANCING
Advances from shareholders 34,200 - 34,200
Advances from related
Company 125,040 - 125,040
Expenditures in intellectual
Property (154,430) - (154,430)
Proceeds from issuance of common
Stock - - 1,440
---------- ------- ----------
NET INCREASE (DECREASE) IN CASH 541 (150) 711
CASH - BEGINNING 170 320 -
---------- ------- ----------
CASH - ENDING $ 711 $ 170 $ 711
========== ======= ==========
READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-5
<PAGE>
CROWN INTERNATIONAL , INC.
( A Development Stage Company )
STATEMENTS OF CASH FLOW
INTERIM 6 MONTH PERIOD ENDING SEPTEMBER 30,2000 AND YEAR ENDED MARCH 31,2000
AND
PERIOD FROM DECEMBER 6,1996 (INCEPTION) THROUGH SEPTEMBER 30,2000
Interim 6 month Period Year Ended December 6, 1996
Ended September 30,2000 March 31,2000 ( Inception )
To September 30,2000
SUPPLEMENTAL DISCLOSURE
OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Common stock issued in
Aquisition Of office
and computer equipment
And intellectual property. - $870,200 $870,200
======= ========= =========
READ ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-6
<PAGE>
CROWN INTERNATIONAL, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30,2000
NOTE 1. ORGANIZATION
------------
Crown International ,Inc. was incorporated on December 6, 1996 under
the laws of the State of Florida. Initially , the Company was engaged in the
acquisition and renovation of foreclosed residential homes for resale. The
Company is now focusing on further developing and marketing its acquisition of
intellectual property referred to in Note 3. The Company's headquarters is in
Boca Raton , Florida. Since inception , no operations have commenced .
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------
OFFICE AND COMPUTER EQUIPMENT
--------------------------------
Office and computer equipment are recorded at cost. Expenditures for
major betterments and additions are capitalized while replacements ,
maintenance and repairs which do not improve or extend the life of the
respective assets , are expensed.
Depreciation is computed by the straight - line method over estimated
useful lives of five years.
INCOME TAXES
-------------
Deferred income taxes are provided for differences between the basis
of assets and liabilities for financial and income tax reporting. A valuation
allowance is provided against deferred income tax assets in circumstances where
management believes recoverability of a portion of the assets is not reasonably
assured.
( LOSS ) PER SHARE
----------------------
( Loss ) per share is computed by dividing net (loss) for the year by
the weighted average number of shares outstanding.
STATEMENT OF CASH FLOWS
--------------------------
For purposes of this statement the Company considers all highly liquid
investments with an original maturity of three months or less to be cash
equivalents.
USE OF ESTIMATES
------------------
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities
, the disclosure of contingent assets and liabilities , and the reported
revenues and expenses. Accordingly, actual results could vary from the
estimates that were assumed in preparing the financial statements.
F-7
<PAGE>
CROWN INTERNATIONAL, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30,2000
NOTE 3. INTELLECTUAL PROPERTY
----------------------
Intellectual property consists of those intangible assets relating to
the integration , assembly and architecture of hardware and software
technologies to enable fully scalable internet , intranet and extranet high
speed , high capacity and high resolution transmission of audio , video and
data. Intellectual property includes all costs incurred in the application
development stage. No amortization has been recorded as these assets have not
yet been fully developed and/or marketed.
NOTE 4. SHAREHOLDERS ADVANCES
----------------------
The shareholder advances are monies advanced by a Canadian Corporation
whom is a majority shareholder of the Company. The advances are non-interest
and have no fixed term for repayment.
NOTE 5. AMOUNTS DUE TO RELATED PARTY
----------------------------
The Company has been advanced monies from a Canadian Corporation. The
Canadian Corporation is wholly owned by the spouse of one of the Company's
Director's and also controls the Canadian corporation referred to in Note 4.
The advances are non-interest and have no fixed term for repayment.
NOTE 6. CAPITAL STOCK
--------------
The Company has authorized 50,000,000 common shares with a par value
of $.001 per share. On November 5 , 1999 , 2,000,000 common shares were
issued in acquisition of office and computer equipment and intellectual
property valued at $870,200.00. As of September 30,2000, 2,903,900 common
shares were issued and outstanding , respectively.
<PAGE>
CROWN INTERNATIONAL INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31 , 1999
FOR THE PERIOD FROM APRIL 1 , 1999
THROUGH NOVEMBER 4 , 1999
AND
FOR THE PERIOD FROM DECEMBER 6,1999
( DATE OF INCEPTION ) THROUGH
NOVEMBER 4 , 1999
<PAGE>
CONTENTS PAGE
--------
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS :
BALANCE SHEET F-2
STATEMENTS OF OPERATIONS F-3
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY F-4
STATEMENTS OF CASH FLOW F-5
NOTES TO FINANCIAL STATEMENTS F-6 , F-7
<PAGE>
PAGE F-1
EARL M. COHEN, C.P.A., P.A.
CERTIFIED PUBLIC ACCOUNTANT
2505 N.W. BOCA RATON BLVD. * SUITE 10
BOCA RATON, FLORIDA 33431
TEL: (561) 347-1608 FAX: (561) 417-9984
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors Crown International, Inc.
I have audited the accompanying balance sheet of Crown International, Inc. (a
development stage company) , as of November 4, 1999 and the related statements
of operations, changes in stockholders' equity and cash flows for the period
from April 1, 1999 through November 4 ' 1999, year ended March 31, 1999 and for
the period from December 6, 1996 (inception) through November 4, 1999. 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 I 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 Crown International, Inc. (a
development stage company) as of November 4, 1999, and the results of its
operations and its cash flows for the period then ended in conformity with
generally accepted accounting principles.
By: /s/ Earl M. Cohen
-------------------
July 25, 2000 Earl M. Cohen
C.P.A., P.A.
MEMBER
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
Page F-2
CROWN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
November 4, 1999
ASSETS
------
CURRENT ASSETS
Cash $ 215
STOCKHOLDERS' EQUITY
--------------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000
shares authorized, 903,900 shares
issued and outstanding $ 904
Additional paid-in capital 536
Deficit accumulated during the development
Stage (1,225)
----------
TOTAL STOCKHOLDERS' EQUITY $ 215
==========
Read accompanying Notes to Financial Statements.
-2-
<PAGE>
CROWN INTERNATIONAL, INC.
Page F-3
(A Development Stage Company)
STATEMENTS OF OPERATIONS
PERIOD FROM APRIL 1, 1999 THROUGH NOVEMBER 4, 1999 AND YEAR ENDED MARCH 31, 1999
AND
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH NOVEMBER 4, 1999
Period From December 6,
April 1, 1999 1996
Through Year Ended (Inception)
November 4, March 31 to November 4,
1999 1999 1999
------------- ---------- --------------
REVENUES $ - $ - $ -
------------- ---------- --------------
EXPENSES
General and administrative 105 97 1,225
------------- ---------- --------------
NET (LOSS) $ (105) $ (97) $ (1,225)
============= ========== ==============
(LOSS) PER SHARE $ - $ - $ -
============= ========== ==============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 904,000 904,000 904,000
============= ========== ==============
Read accompanying Notes to Financial Statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
CROWN INTERNATIONAL, INC. Page F-4
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH NOVEMBER 4, 1999
Deficit
Common Stock Additional Accumulated
Number of Par Paid-In During the Development
Shares Value Capital Stage Total
<S> <C> <C> <C> <C> <C>
April 4, 1997 - Common shares
issued for cash 904,000 $ 904 $ 536 $ - $ 1,440
Net (loss) - - - (1,225) (1,225)
Balance - November 4, 1999 904,000 $ 904 $ 536 $ (1225) $ 215
</TABLE>
Read accompanying Notes to Financial Statements.
-4-
<PAGE>
CROWN INTERNATIONAL, INC.
PAGE F-5
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
PERIOD FROM APRIL 1, 1999 THROUGH NOVEMBER 4, 1999 AND YEAR ENDED MARCH 31, 1999
AND
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH NOVEMBER 4, 1999
Period From December 6,
April 1, 1999 1996
Through Year Ended (Inception)
November 4, March 31, to November 4,
1999 1999 1999
----------- ----------- --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $ (215) $ (97) $ (1,225)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
Stock - - 1,440
----------- ----------- --------------
NET INCREASE (DECREASE) IN CASH (215) (97) 215
CASH - BEGINNING 320 417 -
----------- ----------- --------------
CASH - ENDING $ 170 $ 320 $ 215
=========== =========== ==============
Read accompanying Notes to Financial Statements.
-5-
<PAGE>
PAGE F-6
CROWN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 4, 1999
NOTE 1. ORGANIZATION
------------
Crown International, Inc. was incorporated on December 6, 1996
under the laws of the State of Florida. Initially, the company
was engaged in the acquisition and renovation of foreclosed
residential homes for resale. The Company is now focusing on
further developing and marketing its acquisition of intellectual
property referred to in Note 4. The Company's headquarters is in
Boca Raton, Florida. Since inception, no operations have
commenced.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------
INCOME TAXES
-------------
Deferred income taxes are provided for differences between the
basis of assets and liabilities for financial and income tax
reporting. A valuation allowance is provided against deferred
income tax assets in circumstances where management believes
recoverability of a portion of the assets is not reasonably
assured.
(LOSS) PER SHARE
------------------
(Loss) per share is computed by dividing net (loss) for the year
by the weighted average number of shares outstanding.
STATEMENT OF CASH FLOWS
--------------------------
For purposes of this statement the Company considers all highly
liquid investments with an original maturity of three months or
less to be cash equivalents.
-6-
<PAGE>
PAGE F-7
CROWN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 4, 1999
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-----------------------------------------------------------
USE OF ESTIMATES
------------------
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates that
were assumed in preparing the financial statements.
NOTE 3. CAPITAL STOCK
--------------
The Company has authorized 50,000,000 common shares with a par
value of $.001 per share. As of November 4, 1999, 903,900 common
shares were issued and outstanding.
NOTE 4. SUBSEQUENT EVENT
-----------------
On November 5, 1999, the Company issued 2 million common shares
in acquisition of office and computer equipment and intellectual
property valued at $870,200 from a Canadian company.
-7-
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit Number Page Number Description
-------------- ----------- ------------------------------
2 E-1 Bill of Sale
3.1 E-5 Articles of Incorporation of Crown
International, Inc.
3.2 E-10 Bylaws of Crown International, Inc
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SIGNATURES
In accordance with Section 12 of the Securities & Exchange Act of
1034, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
CROWN INTERNATIONAL, INC.
(Registrant)
Date: November 2, 2000
By: /s/ Alan Irwin
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Alan Irwin
Director
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