As filed with the Securities and Exchange Commission on December 15, 2000.
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registrants of Securities of Small Business Issuers Under
Section 12 (b) or (g) of the Securities Exchange Act of 1934
TILLMAN INTERNATIONAL, INC.
(Name of Small business Issuer in its charter)
UTAH
State or other jurisdiction of Incorporation or organization.
87-0429950
I.R.S. Employer Identification No.
350 South 400 East, No. 105
Salt Lake City, Utah 84111
(Address of principal executive offices)(Zip code)
Issuer's telephone number: (801)532-6200
Securities to be registered under Section 12 (b) of the Act:
Title of each security Name of each exchange on which
to be registered: Each class is to be registered:
N/A N/A
Securities to be registered under Section 12 (g) of the Act: Common Stock, par
value of $.001 per share.
(Title of class)
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TILLMAN INTERNATIONAL, INC.
FORM 10-SB
TABLE OF CONTENTS
PAGE
----
PART I
ITEM 1. Description of the Business ....................... 3
ITEM 2. Management's Discussion and Analysis of Plan of
Operation ....................................... 7
ITEM 3. Description of Property ........................... 10
ITEM 4. Security Ownership of Certain Beneficial
Owners and Managers ............................. 10
ITEM 5. Directors, Executive Officers, Promoters,
And Control Persons ............................. 10
ITEM 6. Executive Compensation ............................ 12
ITEM 7. Certain Relationships and Related Transactions .... 12
ITEM 8. Description of Securities ......................... 12
PART II
ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters ..... 13
ITEM 2. Legal Proceedings ................................. 15
ITEM 3. Changes in and Disagreements with Accountants ..... 15
ITEM 4. Recent sales of unregistered securities ........... 15
ITEM 5. Indemnification of Directors and Officers ......... 15
PART F/S
Financial statements ...................................... 15
PART III
ITEM 1. Index to Exhibits ................................. 16
ITEM 2. Description of exhibits ........................... 16
Signatures ................................................ 16
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PART I
Item 1.
Business Development
Tillman International, Inc. (the "Company") was organized on November 21,
1985, under the laws of the State of Utah, having the purpose of any lawful
business. In approximately March 1986 the Company sold 5,000,000 shares of its
common stock at $.02 per share in an offering pursuant to Rule 504 and Section
3(b) of the Securities Act of 1933 and which offering was registered with the
Utah Division of Securities. The Company realized net proceeds of approximately
$78,000. The Company invested in a miniature car race track in Las Vegas,
Nevada, which venture was unsuccessful.
The Company intends to pursue other opportunities. Once the Company becomes a
reporting company under Section 12 of the Securities Exchange Act of 1934, as
amended, it intends to seek potential business opportunities with the intent to
acquire or merge with such business. The Company is considered a development
stage company and is a "shell" corporation. As of December 31, 1999, the Company
had no assets and current liabilities of $100.
If the Company acquires or merges with an operating business, it is likely
that the Company's current shareholders will experience substantial dilution and
there will be a change in control of the Company.
The Company is voluntarily filing this registration statement on Form 10-SB to
make information concerning itself more readily available to the public and to
become eligible for listing on the OTCEBB sponsored by the National Association
of Securities Dealers, Inc. Management further believes that being a reporting
company under the Exchange Act will enhance the Company's efforts to acquire or
merge with an operating business.
In filing this registration statement the Company will be obligated to file
certain interim and periodic reports including an annual report with audited
financial statements.
Any company that is merged into or acquired by the Company will become subject
to the same reporting requirements as the Company. Thus, if the Company
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successfully completes an acquisition or merger, that company must have audited
financial statements for at least the two most recent fiscal years, unless the
company has been in business for less than two years, audited financial
statements must be available from inception. This requirement limits the
Company's possible acquisitions or merger because private companies either do
not have audited financial statements or are unable to produce audited statement
without delay and expense.
The Company's principal offices are located at the office of its president at
350 South 400 East, Suite 105, Salt Lake City, Utah 84111 and its telephone
number is (801)532-6200.
Company's Business
The Company has no recent operating history. No representation is made, and
none is intended, that the Company has the ability to carry on future business
activities successfully. Further, there is no assurance that the Company will
have the opportunity to merge with or acquire an operating business, a business
opportunity or assets that will be of material value to the Company.
Management intends to investigate, research and, if it is deemed to be
advisable, acquire or merge with one or more businesses or business
opportunities. Presently the Company has no commitment or arrangement, written
or oral, to participate in any business opportunity and management cannot
predict the nature or type of any possible future acquisition or merger.
Management has broad discretion in its search for and negotiation with any
potential business or business opportunity.
Sources
Management intends to use various sources and resources in the search for
potential business opportunities including, but not limited to the Company's
officers and directors members of the financial community, and consultants. The
Company presently has no intention of hiring a consultant or consultants but
reserves the right to do so if deemed advisable. Because of the Company's lack
of resources the Company will be unable to retain for a fee any professional
firms specializing in business acquisitions and reorganizations. Most likely the
Company will have to rely on outside sources, not otherwise associated with the
Company, that will accept compensation only upon a successful acquisition or
merger.
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The Company will not limit its search to any specific industry or type of
business. The Company may investigate and acquire a venture that is in its
preliminary or development stage, is already in operation, or in various stage
of its corporate existence or development. Management is unable to determine the
status or nature of any venture in which the Company may participate. A
potential venture may need additional capital or equity or may merely desire to
have its shares publicly traded. Mostly likely the acquisition or merger would
involve an operating business desiring to have a public trading market for its
shares. Management believes that the Company could provide such an opportunity
for a private operating business to become a publicly held corporation without
the time and expense typically associated with an initial public offering.
Process of Evaluation
Once a possible merger or acquisition has been identified, management will
seek to determine if a merger or acquisition should be made or if additional
investigation is needed. This determination will be based on management's
knowledge and experience, in evaluating the preliminary information available to
them. Management may also engage other to assist in the analysis of the business
opportunities. Because of the Company's lack of resources it is unlikely it will
have funds for a complete and exhaustive investigation and evaluation. It is
unlikely that the Company will receive a fairness opinion regarding any business
opportunities.
In the evaluation consideration will be given to several factors including but
not limited to potential benefits to the Company, working capital requirements,
operating history, competition present and anticipated, future growth prospects,
stage of development or exploration, future funding requirements, management,
profit potential and other factors deemed relevant to the specific
circumstances.
All potential risks cannot be identified because the Company has not yet
identified any specific business opportunity. No assurance can be given that
following an acquisition or merger that the venture will be successful or even
develop into a going concern or if the business is already operating, that it
will continue operating successfully or at a profit. Many potential business
opportunities involve new and untested products, processes or market strategies
which may fail.
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Potential Acquisition or Merger Structure
The Company is unable to determine the manner in which it may participate or
be a part of a business opportunity. Each opportunity will be reviewed, and
based upon that review, a suitable legal structure or method of acquisition or
merger will be determined. The manner in which the Company participates will
depend upon the nature of that opportunity, the respective needs, objectives,
and goals of each party and the relative negotiating strength. Participation in
a business opportunity may take the form of an asset purchase, stock purchase,
reorganization, merger or consolidation, joint venture, license agreement, or
partnership. The Company does not intend to participate in business
opportunities through the purchase of minority stock positions. The Company may
act directly or indirectly through an interest in a partnership, corporation or
other form of business organization.
With limited assets and no recent operating history it is anticipated that if
the Company successfully enters into a transaction with an operating business
opportunity existing shareholders will experience substantial dilution and a
probable change in control of the Company. Most likely, the owners of the
business opportunity will acquire control of the Company in the transaction.
Management has not set any guideline as to the amount of control it would offer
to prospective business opportunities. Management will attempt to negotiate the
best possible agreement for the benefit of the Company's shareholders.
Government Regulation
The Company's business activities are subject to general governmental
regulations.
Competition
The Company faces competition from numerous other companies that are seeking
an acquistion and business opportunity. Some of these companies have significant
liquid assets which may provide a competitive advantage to those companies. No
assurance can be given that the Company will successfully find a suitable
acquistion.
Facilities, Equipment and Employees
The Company's offices are located at the office of its president in Salt Lake
City, Utah. The Company has no employees.
The Company believes that inflation has little impact on its business affairs.
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Item 2. Management's Discussion and Analysis of Plan of Operation
The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in the Form 10-SB.
The Company is a development stage company as it has limited assets,
operations and income. The costs and expenses of filing this registration
statement will be paid by a Company officer. It is believed that only limited
capital will be required to maintain the Company's operations and any funds
needed in the immediate future will be provided by the officers and directors of
the Company. Nevertheless, unless the Company is able to accomplish an
acquisition or merger with an operating business or is able to obtain
significant financing there is substantial doubt and concern about the Company's
ability to continue as a going concern.
Management believes that inflation has not and will not have a material effect
on the Company's operations. When the Company accomplishes a merger or
acquisition management will evaluate the possible effects of inflation on
operations and its business.
Plan of Operation
During the next year the Company will investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures. Generally management will follow the procedures discussed in Item 1
above. Because the Company has no funds, it may be necessary for the officers
and directors to advance funds or accrue expenses until a future time. For the
next twelve months a Company's officer will provide the funds needed for an
audit and to pay any necessary fees or taxes. Management intends to operate on
limited funds. If the Company determines to employ outside advisers or
consultants in its search for business opportunities, the Company may have to
attempt to raise additional funds. As of this date the Company has no plans to
engage outside advisers or consultants or to attempt to raise additional
capital. If the Company seeks to raise capital, most likely it would attempt a
private placement of its securities. Because of the Company's current status, a
public sale of securities or borrowing from conventional sources are unlikely.
No assurance can be given that the Company will be able to obtain any funding if
it determines funding is need or that such funding could be obtained on terms
acceptable to the Company. As of December 31, 1999, the Company had no current
assets and current liabilities of $100.
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For the year ended December 31, 1999, and for the period ended September 30,
2000, there were no revenues and expenses for calendar year 1999 were $100 with
a net loss of $(100) and for the nine month period ended September 30, 2000, the
Company had no expenses.
Recent Accouinting Promouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard ("SFAS") No. 128, "earning Per Share" and Statement of
Financial Accounting Standards No. 129 "Disclosures of Information About an
Entity's Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15 "Earnings Per Share." SFAS no. 128
provides for the calculation of "Basic" and Dilutive" earnings per share. Basic
earnings per share includes no dilution is computed by dividing income available
to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully diluted earnings per share. SFAS No. 129 establishes standards for
disclosing information about an entity's capital structure. SFAS No. 128 and No.
129 are effective for financial statements issued for periods ending after
December 15, 1997.
The Financial Accounting Standards Board has also issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes standards
for reporting and displaying comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes in
equity except those resulting from investments by owners and distributions to
owners. Among other disclosures, SFAS No. 130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that displays with the
same prominence as other financial statements. SFAS No. 131 supersedes SFAS No.
14 "Financial Reporting for segments of a Business Enterprise." SFAS No. 131
establishes standards on the way that public companies report financial
information about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for disclosure
regarding products and services, geographic areas and major customers. SFAS No.
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131 defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.
SFAS Nos. 130 and 131 are effective for financial statements for period
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Because of the recent issuance of the standard,
management has been unable to fully evaluate the impact, if any, the standard
may have on future financial statement disclosures. Results of operations and
financial position, however, will be unaffected by implementation of the
standard.
Inflation
In the opinion of management, inflation has not had a material effect on the
operations of the Company.
Year 2000 Issues
Because of the limited nature of the Company's operations, it is believed that
the Year 2000 issues will not affect the Company. The Company has not incurred
any expenses nor does it need to incur any expense to make its operational
capability in compliance with any Year 2000 issues.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking statements. The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
those expressed in or implied by the statements, including but not limited to,
the following: the ability of the Company to maintain a sufficient customer base
to have sufficient revenues to fund and maintain its operations., the ability of
the Company to meet its cash and working capital needs, to have sufficient
revenues to continue operations.
Item 3. Description of Property
This information required by this Item 3, Description of Property as set forth
in Item 1 - Description of Business, of this Form 10 SB.
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Item 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best of the Company's
knowledge, as of September 30, 1999, with respect to each person known by the
Company to own beneficially more than 5% of the issued and outstanding common
stock, each director and all directors and officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership Of Class(1)
------------------- -------------------- -----------
Wallace Boyack 800,000 51
350 So. 400 East No.105
Salt Lake City, Utah 84111
All Executive Officers & 800,000 51
Directors as a Group
Group
(1) Based on 1,575,500 shares of common stock outstanding as of September 30,
2000.
Item 5. Directors, Executive Officers, Promoters, and Control Persons
The executive officers and directors of the Company are as follows:
Name, Age and Office
--------------------
Wallace Boyack, 59, Director, President, and Chief Financial
Officer.
350 South 400 East, No. 105
Salt Lake City, Utah 84111
Thomas Harkness, 56, Director and Secretary.
40 South 600 East
Salt Lake City, Utah 84102
Jacki Bartholomew, 39, Director
350 South 400 East, No. 105
Salt Lake City, Utah 84111
The following are biographical summaries of the experience of the officers and
directors of the Company and control persons.
Wallace T. Boyack, age 59, graduated from the University of Utah College of
Business receiving in 1966, a Bachelor's Degree in Accounting and a Master of
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Business Administration, and was graduated from Georgetown University Law Center
in 1971, holding a Juris Doctorate. Since 1981, Mr. Boyack has been an attorney
in private practice as a lawyer.
Thomas L. Harkness, age 56, was graduated from the University of Utah
receiving a bachelor's degree in accounting in 1968. Mr Harkness is licensed as
a certified public accountant. Since 1981 Mr. Harkness has been engaged in
private practice as an accountant.
Jacki Bartholomew, age 39, graduated from the University of Phoenix in 1998
receiving a bachelor's degree in business management. For the past five years,
Ms. Bartholomew has been employed as a product specialist and an account
executive with companies providing software to the health care industry. Ms.
Bartholomew also provides training and assistance to data processing personnel.
Wallace T. Boyack may be deemed a "promoter" of the Company as that term is
defined in the Securities Act of 1933, as amended.
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company does not have
any standing committees.
None of the officers or directors of the Company has during the past five
years, been involved in any events (such as petitions in bankruptcy,
receivership or insolvency, criminal proceedings or proceedings relating to
securities violations).
Officer Remuneration
As of September 30, 2000, the Company had no employment contracts with any
officers or directors. No one was paid a salary and received compensation in any
form of $60,000 or more in any year since operations began.
Officer and Director Compensation
The Company's directors are not compensated for attending meetings of the
Board of Directors. In the future the directors may be compensated for their
services. No decision has been made as to the manner or type of future
compensation.
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Item 6. Executive Compensation
The Company has not paid any compensation either as salary or benefits to any
officer or director. since inception other than the Agreement between the
Company and Ms. Lindquist for the production of the music tape and CD.
Item 7. Certain Relationships and Related Transactions.
During year ended December 31, 1999, and the nine month period ended September
30, 2000, there were no related transactions. The Company's president has
provided the funds for the audit and other corporate requirements.
Item 8. Description of Securities
The following table sets forth the capitalization of the Company as of
September 30, 2000.
PRESENT AMOUNT
TITLE OF CLASS AMOUNT AUTHORIZED OUTSTANDING
--------------------------------------------------------------------------------
Common Stock 40,000,000 1,557,500
(par value of $.001 per share)
--------------------------------------------------------------------------------
DESCRIPTION OF COMMON STOCK
The Company is presently authorized to issue up to 40,000,000 shares of stock,
par value of $.001 per share. As of September 30, 2000, the Company had
1,557,500 shares of common stock issued and outstanding.
All shares of stock, when issued, will be fully-paid and nonassessable. All
shares of common stock are equal to each other with respect to voting,
liquidation and dividend rights. Holders of shares of common stock are entitled
to one vote for each share they own at any stockholders' meeting. Holders of
shares of common stock are entitled to receive such dividends as may be declared
by the Board of Directors out of funds legally available therefor, and upon
liquidation are entitled to participate pro rata in a distribution of assets
available for such a distribution to stockholders. There are no conversion,
preemptive, redemption, or other rights or privileges with respect to any
shares. Reference is made to the Company's Restated Articles of Incorporation
and its By-Laws as well as to the applicable statutes of the State of Utah for a
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more complete description of the rights and liabilities of holders of common
stock. The common stock of the Company has no cumulative voting rights which
means that fifty per cent of the shareholders may elect all of the directors of
the Company to be elected at a shareholders meeting if they choose to do so. In
such event, the holders of the remaining shares aggregating less than 50% will
be unable to elect any directors.
Part II
Item 1. Market Price of Dividends on the Registrant's Common Equirty and Other
Shareholder Matters
No shares of the Company have previously been registered with the Securities
and Exchange Commission. The Company's shares have never been listed on the
National Association of Securities Dealers Electronic Bulletin Board or in the
"Pink Sheets" published by the National Quotations Bureau. When the Company's
Form 10 becomes effective and is comment free, the Company will attempt to be
listed on the Electronic Bulletin Board or other listing medium. The application
will consist of current corporate information, financial statements and other
documents as required by Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended and the NASD. It is anticipated that a listing on the OTC Electronic
Bulletin Board will permit price quotations for the Company's shares to be
published by such service and any trades that may occur. Prior to the date
hereof the Company's shares have not traded. If and when the Company's shares
are listed the share prices may be volatile and subject to broad price
movements.
Further, the Company's shares are subject to the provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934 ("Exchange Act"), commonly
referred to as the "Penny Stock" rule. Section 15(g) states certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the
definition of penny stock as used in Rule 3a51-1 of the Exchange Act.
Generally a penny stock is defined as any equity security that has a market
price of less than $5.00 per share, subject to certain limited exceptions. Rule
3a51-1 provides that any equity security is considered to be a penny stock
unless that security is registered and traded on a national securities exchange
meeting certain criteria set by the Commission; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company; excluded from
the definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible assets; or exempted from the definition by the Commission. Once
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shares are deemed to be a penny stock, trading in the shares then becomes
subject to additional rules relating to sales practices for broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors. An accredited investor has assets in excess of $1,000,000 or annual
income exceeding $200,000, or with spouse annual income of $300,000.
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received prior to the purchase the purchaser's written consent for the
transaction. Additionally, for any transaction involving a penny stock, unless
exempt, he rules require the delivery of a risk disclosure document relating to
the penny stock market prior to the first transaction. A broker-dealer must also
disclose the commissions payable to both the broker-dealer and the registered
representative, and current quotations for the security. Finally, monthly
statements must be sent disclosing recent price information for the penny stocks
held in the account and information on the limited market in penny stocks. These
rules may restrict the ability of broker- dealers to trade and/or maintain the
Company's common stock and may affect the ability of shareholders to sell their
shares.
As of September 30, 2000, there were approximately 110 holders of record of
the Company's common stock.
In the future persons who may be deemed affiliates of the Company (as the term
"affiliate"is defined in the Act) may be eligible to sell their shares pursuant
to the provisions of Rule 144 promulgated under the Securities Act of 1933.
Generally Rule 144 provides that a person or persons who acquired stock in a
non-public transaction and has owned the stock for more than one year prior to
the proposed sale may sell within a three month period no more than one per cent
of the then issued and outstanding shares of common stock or the average weekly
reported trading volume on all national securities exchange and through NASDAQ
during the four calendar weeks preceding the proposed sale. Any shares sold
pursuant to Rule 144 may adversely affect the market price of the Company's
common stock. Sales under Rule 144 may adversely affect the market price for the
shares of the Company's common stock in any market that may exist.
Dividend Policy
The Company has not declared nor paid cash dividends nor made distributions in
the past. The Company does not anticipate that it will pay cash dividends or
make distributions in the foreseeable future. The company currently intends to
retain and invest any future earning to finance operations.
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Item 2. Legal Proceedings
There are no legal proceedings pending against the Company.
Item 3. Changes in and disagreements with Accountants
There have been no changes in or disagreements with accountants.
Item 4. Recent Sales of Unregistered Securities
There have been no recent sales of unregistered securities.
Item 5. Indemnification of Directors and Officers
As permitted under the statutes of the State of Utah and the Company's
Restated Articles of Incorporation the Company has the obligation to indemnify
any officer or director who, in their capacity as such is made a party to any
suit or proceeding, whether criminal, civil or administrative unless it is
determined that such director or officer is liable to the Company or was
negligent was liable for negligence or misconduct in the performance of his
duty.
Transfer Agent
The Company's Transfer Agent is Nevada Agency and Trust Company, 50 West
Liberty, Suite 880, Reno, Nevada 89501, telephone number 775-322-0626.
PART F/S
The Company's financial statements for the fiscal years ended December 31,
1999 and 1998 have been examined by Crouch, Bierwolf & Associates.
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Tillman International, Inc.
(formerly Sabre, Inc.)
Financial Statements
September 30, 2000 (unaudited)
and
December 31, 1999
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
Tillman International (formerly Sabre, Inc.)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Tillman International
(formerly Sabre, Inc.)(a Utah Corporation) as of December 31, 1999 and the
related statements of operations, stockholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express and opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tillman
International (formerly Sabre, Inc.) at December 31, 1999, and the results of
its operations and cash flows for the year then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2, the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to those matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Salt Lake City, UT
October 20, 2000
F-2
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Tillman International, Inc.
(formerly Sabre, Inc.)
Balance Sheets
ASSETS
Sept 30, Dec 31,
2000 1999
------- -------
(unaudited)
CURRENT ASSETS $ -- $ --
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Taxes payable 100 100
------- -------
Total Current Liabilities 100 100
STOCKHOLDERS' EQUITY
Common Stock 40,000,000 shares
authorized at $.001 par value;
1,557,500 shares issued and outstanding 1,557 1,557
Capital in Excess of Par Value (1,657) (1,657)
Deficit accumulated during development stage,
since December 31, 1999 (Note 5) -- --
------- -------
Total Stockholders' Equity (100) (100)
------- -------
$ -- $ --
======= =======
The accompany notes are an integral part of these financial statements
F-3
<PAGE>
Tillman International, Inc.
(formerly Sabre, Inc.)
Statements of Operations
For the Nine For the Year
Months Ended Ended
September 30, December 31,
2000 1999
------------ -----------
(unaudited)
REVENUE $ -- $ --
EXPENSES
General and Administrative -- --
------------ -----------
Total Expenses -- --
NET INCOME (LOSS) - Before Taxes -- --
Taxes (Note 2) -- 100
INCOME (LOSS) $ -- $ (100)
============ ===========
Loss Per Common Share (Note 1) $ -- $ --
============ ===========
Average Outstanding Shares (Note 1) 1,468,611 1,457,500
============ ===========
The accompany notes are an integral part of these financial statements
F-4
<PAGE>
Tillman International, Inc.
(formerly Sabre, Inc.)
Statements of Stockholders' Equity
From December 31, 1998 through September 30, 2000
<TABLE>
<CAPTION>
Capital in
Common Common Excess of Accumulated
Shares Stock Par Value Deficit
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 1,457,500 $ 1,457 $ 107,843 $(116,500)
Shares issued for relief of debt
for $.07 (Note 6) 100,000 100 7,100 --
Net loss for December 31, 1999 -- -- -- (100)
Quasi Reorganization (Note 5) -- -- (116,600) 116,600
--------- --------- --------- ---------
Balance at December 31, 1999 1,557,500 1,557 (1,657) --
Net loss for the Period (unaudited) -- -- -- --
--------- --------- --------- ---------
Balance,
September 30, 2000 (unaudited) 1,575,500 $ 1,557 $ (1,657) $ --
========= ========= ========= =========
</TABLE>
The accompany notes are an integral part of these financial statements
F-5
<PAGE>
Tillman International, Inc.
(formerly Sabre, Inc.)
Statements of Cash Flows
For the Nine For the Year
Months Ended Ended
September 30, December 31,
2000 1999
------------- -------------
(unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ -- $ (100)
Increase (Decrease)
in Accounts Payable/Interest Payable -- 100
------------- -------------
CASH FLOWS FROM
INVESTING ACTIVITIES -- --
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for Cash -- --
Issuance of Note Payable for Cash -- --
------------- -------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD -- --
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ -- $ --
============= =============
CASH PAID DURING THE PERIOD FOR:
Interest $ -- $ --
Income Taxes $ -- $ --
The accompany notes are an integral part of these financial statements
F-6
<PAGE>
Tillman International, Inc.
(formerly Sabre, Inc.)
Notes to the Financial Statements
September 30, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business - Tillman International, Inc. (formerly
Sabre, Inc.) (the "Registrant" or the "Company") was incorporated in
Utah on November 21, 1985, as Sabre, Inc. for the purpose of seeking
and consummating a merger or acquisition with a business entity
organized as a private corporation, partnership, or sole
proprietorship.
Earnings (Loss) Per Share The computation of earnings per share of
common stock is based on the weighted average number of shares
outstanding at the date of the financial statements.
NOTE 2 - INCOME TAXES
The Company adopted Statement of Financial Standards No. 109
"Accounting for Income taxes" in the fiscal year ended September 30,
2000 and was applied retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement
recognizes (a) the amount of taxes payable or refundable for the
current year and (b) deferred tax liabilities and assets for future tax
consequences of events that have been recognized in the financial
statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at September 30, 2000 and
earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.
The Company has cumulative net operating loss carryforwards of
approximately $100,000 at September 30, 2000. No effect has been shown
in the financial statements for the net operating loss carryforwards as
the likelihood of future tax benefit from such net operating loss
carryforwards is not presently determinable. Accordingly, the potential
tax benefits of the net operating loss carryforwards, estimated based
upon current tax rates at September 30, 1999 have been offset by
valuation reserves of the same amount.
The Company has available approximately $100,000 in net operating loss
carryforwards that will begin to expire in the year 2005.
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting
period. In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates. Actual results
could differ from those estimates.
F-7
<PAGE>
Tillman International, Inc.
(formerly Sabre, Inc.)
Notes to the Financial Statements
September 30, 2000
NOTE 4 - REVERSE STOCK SPLIT/RECAPITALIZATION
During the year ended December 31, 1999, the Board of Directors
authorized a 10 for 1 reverse split.
NOTE 5 - QUASI REORGANIZATION
On September 19, 2000, the Stockholders of the Company approved the
following plan of informal quasi reorganization:
(1) The accumulated deficit of December 31, 1999 is charged off to
additional paid in capital.
This transaction resulted in the elimination of $116,600 of accumulated
deficit at the date of reorganization and a decrease in additional paid
in capital of $116,600 .
The following schedule summarizes the changes in retained earnings:
Balance 1999 (pre quasi) $ (116,600)
Quasi reorganization 116,600
--------------
Balance December 31, 1999 (restated) $ -
==============
NOTE 6 - COMMON STOCK
On March 11, 1999 the Company issued 100,000 shares in relief of
indebtedness at a value of $.07 per share.
F-8
<PAGE>
EXHIBITS
No. Description
--- -----------
3(i) Articles of Incorporation
(ii) Bylaws
27 Financial Data Summary
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
TILLMAN INTERNATIONAL, INC.
Date: December 14, 2000
By /s/ Wallace Boyack
---------------------
Wallace Boyack, President and Chief
Financial Officer
16
