<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
---------------
Form 10-SB/A-1
---------------
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
BOOK CORPORATION OF AMERICA
----------------------------
(Name of Small Business Issuer in its charter)
UTAH 87-0375228
---------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4894 Mt. Elbrus Drive, San Diego, California 92117
--------------------------------------------- -----------
(Address of principal executive Offices) (Zip Code)
Issuer's telephone number: 619-565-1073
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK, $0.005 PAR VALUE
------------------------------
(Title of Class)
</Page>
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which act
contains a safe harbor for forward looking statements. Statements made in
connection with initial public offerings, however, are not protected by the
safe harbor of the Private Securities Litigation Reform Act of 1995.
Nonetheless, the Company believes that investors would be benefitted by the
cautionary language included in this paragraph. For this purpose any
statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," or "continue" or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not
within the Company's control. These factors include but are not limited to
economic conditions generally and in the industries in which the Company
may participate; competition within the Company's chosen industry,
including competition from much larger competitors; technological advances
and failure by the Company to successfully develop business relationships.
PART I
Item 1. Description of Business
------- -----------------------
The Company was incorporated under the laws of the State of Utah on
November 22, 1978 for the purpose of (1) engaging primarily in the
specific business of acquiring, developing, owning, selling, leasing,
licensing, exploiting, and otherwise dealing with literary properties and
materials, copyrights, licenses, and other tangible and intangible
properties in connection with artistic ideas and endeavors, and to carry on
a negotiation for, production of, purchase of, sale, licensing,
distribution, advertising, and promotion of all rights, privileges, and
properties in the entertainment industry, including, but not limited to,
all types of theatrical motion pictures, theatrical stage plays, television
films, programs and commercials, radio recordings, books, and music
publications and music recordings and (2) acting as principal, agent, joint
venturer, partner, or in any other capacity which may be authorized or
approved by the Board of Directors of the Company. The Company has no
"parents" or "predecessors," as those terms are defined under the federal
securities laws.
In 1979 the Company conducted an intrastate public offering of its
common stock. On October 10, 1988, the common stock of the Company was
reverse split 50 to 1, and the par value was changed from $0.01 to $.005
per share. Also in October 1988, the Company acquired Sun Television
Entertainment, Inc., bringing assets of 36 motion picture screenplays
(subsequently valued at $-0-) and motion picture production equipment was
transferred to the Company by Visto International, Inc.
Since its inception the Company has sustained continued losses and
currently has liabilities in excess of current assets. In addition, the
Company has no revenue producing activities and is dependent upon its
officers to provide for its cash requirements. These factors indicate
considerable doubt as to the Company's ability to continue as a going
concern. To date the Company has been unsuccessful in its efforts to
develop its entertainment business.
2
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<PAGE>
Therefore, the Company intends to seek, investigate, and if warranted,
acquire an interest in a business opportunity. The Company proposes to
seek a business opportunity within the entertainment industry. The Company
has unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities, economic
conditions and other factors.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise
of its business judgment. There is no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its shareholders.
The risks inherent in seeking a business interest are further
complicated as a result of the fact that the Company is a dormant company,
holds limited resources and is unable to provide a prospective business
opportunity with capital.
The Company's limited resources include property and equipment that
have been completely depreciated. In addition, the Company has been unable
to market its films which are now more than twenty-five years old. The
Company does not anticipate any future market developing for the films, and
subsequently, in October 1999 the value of the films were written down to
$-0- for each film. Because the Company's resources are limited to
depreciated and unmarketable property, the company's ability to acquire a
business opportunity with the entertainment industry may be affected.
Sources of Opportunities
------------------------
It is anticipated that business opportunities may be available to the
Company from various sources, including its officers and directors,
professional advisers, securities broker-dealers, venture capitalists,
members of the financial community, and others who may present unsolicited
proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other
businesses and professional people. Although the Company does not
anticipate engaging professional firms specializing in business
acquisitions or reorganizations, if management deems it in the best
interest of the Company, such firms may be retained. In some instances,
the Company may publish notices or advertisements seeking a potential
business opportunity in financial or trade publications.
3
</Page>
<PAGE>
Criteria
--------
The Company intends to focus its search for prospective business
opportunities to the area of entertainment. However, should other
opportunities become available, the Company may also consider
opportunities outside the entertainment industry based on criteria outlined
below.
In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations; prospects for the future; the nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of the management; the potential for success of the
opportunity; the potential for growth and expansion; the potential for
profit; and other relevant factors.
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other firm's management and personnel, the ability to market products, and
numerous other factors which are difficult if not impossible to analyze
through the application of any objective criteria. In many instances, it
is anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially augment management, or other factors.
Generally, the Company will analyze all factors in the circumstances
and make a determination based upon a composite of available facts, without
reliance upon any single fact as controlling.
Methods of Participation of Acquisition
---------------------------------------
Specific business opportunities will be reviewed and on the basis of
that review the legal structure or method of participation deemed by
management to be suitable will be selected. The Company may consider
structures and methods such as leases, purchase and sale agreements,
licenses, joint ventures, or other contractual arrangements and may involve
a reorganization, merger or consolidation transaction. The Company may act
directly or indirectly through an interest in a partnership, corporation,
or other form of organization.
Procedures
----------
As part of the Company's investigation of business opportunities,
officers and directors may meet personally with management and key
personnel of the firm sponsoring the business opportunity, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key
personnel, and conduct other reasonable measures.
The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as: a
description of product, service and company history; management resumes;
financial information; available projections with related assumptions upon
which they are based; and explanation of proprietary products and services;
present and proposed forms of compensation to management; a description of
transactions between the prospective entity and its affiliates; relevant
analysis of risks and competitive conditions; a financial plan of operation
and estimated capital requirements; and other information deemed relevant.
4
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<PAGE>
Competition
-----------
The Company expects to encounter substantial competition in its
efforts to acquire a business opportunity. The primary competition is from
other companies, organized and funded for similar purposes, small venture
capital partnerships and corporations, small business investment companies
and wealthy individuals who are interested in a business opportunity. Many
of these companies and groups have substantial financial and personal
resources which give such companies considerable advantage over the
Company.
Employees
---------
The Company does not currently have any employees but relies upon the
efforts of its officers and directors to conduct the business of the
Company.
Reports to Security Holders
---------------------------
Prior to filing of the registration statement on Form 10-SB, the
Company was not subject to the reporting requirements of Section 13(a) or
15(d) of the Exchange Act. Upon effectiveness of this registration
statement, the Company will file annual and quarterly reports with the
Securities and Exchange Commission ("SEC"). The public may read and copy
materials filed by the Company with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The Company is an electronic filer and the SEC
maintains an Internet site that contains reports and other information
regarding the Company which may be viewed at http://www.sec.gov.
Item 2. Plan of Operations
------- ------------------
The Company has no cash on hand and has experienced losses from
inception. As of October 31, 1999, the Company had liabilities amounting
to $12,593. The Company has no material commitments for capital
expenditures for the next twelve months.
Should a business opportunity become available to the Company, the
Company's management may seek to raise additional capital by investment
from outsiders in the Company's common stock.
5
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<PAGE>
Item 3. Description of Property
------- -----------------------
The Company owns filming equipment, including a filming truck,
cameras, lights, editing equipment, and other equipment valued at a total
depreciated value of $-0-.
The Company holds nine films in its inventory for licensing or market
exploitation. These films have been valued at historical cost of
$2,407,000. In 1999, the films were revalued to $-0- because the Company
was unable to market them.
Additionally, the Company owns 412 NTSC 3/4 inch format master video
cassettes. These cassettes were valued at a historical cost of $40,000,
and have been revalued to a nominal $-0- amount.
The Company holds the motion picture rights to thirty-six screen
plays, three novels, two short stories and fifty story titles and synopses.
These rights and screen plays have no current net asset value.
Item 4. Security Ownership of Certain Beneficial Owners and Management:
Change in Control.
------- ----------------------------------------------------------------
The following table sets forth as of April 1, 2000, the name and the
number of shares of the Registrant's Common Stock, par value of $0.005 per
share, held of record or beneficially by each person who held of record, or
was known by the Registrant to own beneficially, more than 5% of the
2,349,540 issued and outstanding shares of the Company's Common Stock, and
the name and shareholdings of each director and of all officers and
directors as group.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Ownership (2) Percentage of Class
---------- --------------------- -------------------------- --------------------
<S> <C> <C> <C>
Common Philip Yordan (1,3) 1,000,000 42.56%
4894 Mt. Elbrus
San Diego, CA 92117
Common William Messerli (1) 1,000,000 42.56%
1800-5th St. Towers
150 S. 5th St.
Minneapolis, MN 55402
Common Daniel Yordan (1) 0 0%
4894 Mt. Elbrus
San Diego, CA 92117
-------------------------------------------------------------------------------------
Officers, Directors and
Nominees as a Group: 2,000,000 85.12%
(3 people)
-------------------------------------------------------------------------------------
</TABLE>
6
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<PAGE>
(1) Officer and/or director of the Company.
(2) The term "beneficial owner" refers to both the power of investment (the
right to buy and sell) and rights of ownership (the right to receive
distributions from the Company and proceeds from sales of shares).
Inasmuch as these rights or shares may be held by more than one person,
each person who has a beneficial ownership interest in shares is deemed the
beneficial owners of the same shares because there is share power of
investment or share rights of ownership.
(3) The shares attributed to Philip Yordan are held in the name of Philip
Yordan Productions, Inc., a company in which Mr. Yordan is the owner.
There are no contracts or other arrangements that could result in a
change of control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
------- -------------------------------------------------------------
The following table sets forth the name, age and position of each
executive officer and director and the term of office of each director of
the Corporation.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR OR OFFICER SINCE
------------------ -------- --------------------- ---------------------------
<S> <C> <C> <C>
William Messerli 67 President & Director October 10, 1988
Philip Yordan 86 Treasurer & Chairman November 22, 1978
of the Board of
Directors
Daniel A. Yordan 51 Secretary November 22, 1978
</TABLE>
Each director serves for a period of one year or until his successor
is duly elected and qualified. Officers serve at the will of the Board of
Directors.
William Messerli. President and Director.
----------------- -----------------------
Mr. Messerli's background includes a successful career in the fields
of business, law, and finance. Mr. Messerli did his undergraduate work at
the University of Minnesota graduating in 1959 with a B.S. in Business
Administration. Mr. Messerli continued his education at the William
Mitchell College of Law, St. Paul, Minnesota and received his Juris
Doctorate in 1965. He is the founder and senior shareholder of Messerli &
Kramer, a 50 lawyer general practice Minneapolis law firm specializing in
legislative, tax and corporate matters, in which he was the managing
partner for 30 years. In 1975 he founded and is currently a Director and
majority stockholder of Burgundy Properties, Inc., a real estate brokerage
company specializing in the acquisition and syndication of apartment
complexes in the upper Midwest. For the last five years Mr. Messerli has
been principally engaged in the private practice of law with Messerli &
Kramer, P.A., and engaged in real estate activities via Burgundy
Properties, Inc. to a limited extent. He also has other business interests
and has served on various boards of directors.
7
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<PAGE>
Philip Yordan. Treasurer & Chairman of the Board of Directors.
-------------- -----------------------------------------------
Mr. Yordan is an internationally known and respected writer and
producer for more than forty years and has devoted himself to being a
playwright, novelist, motion picture producer and screen writer. He has
been nominated three times by the Academy of Motion Picture Arts and
Sciences, winning an Academy Award Oscar in 1954 for the film "Broken
Lance" starring Spencer Tracy. Mr. Yordan graduated from Kent College of
Law, Chicago, Illinois in 1936 and passed the Illinois State Bar in 1937.
He later became a Professor of Dramatic Arts at San Diego State University
from 1975 to 1980. Mr. Yordan authored the play, "Anna Lucasta" which
played for three years on Broadway from 1944 to 1947. In addition, Mr.
Yordan has been instrumental in creating many famous films including some
of the most successful epic motion pictures ever produced. Such films as:
"Battle of the Bulge," "King of Kings," "Custer of the West," "El Cid,"
"Man from Laramie," "Fall of the Roman Empire," "Fifty-five Days in
Peking," "Circus World," "The Harder They Fall," "The Bravados," "Broken
Lance," "Naked Jungle," "God's Little Acre," "Anna Lucasta," "No Down
Payment," "Blowing Wild," "The Chase," "Houdini," "Johnny Guitar," "Studs
Lonigan," "The Day of the Outlaw," "The Last Frontier," "Detective Story"
and "The Unholy." Mr. Yordan is also the President and Director of security
Film Productions, Inc. and Westland Resources, Inc.
Daniel A. Yordan. Secretary & Director.
----------------- ---------------------
Mr. Yordan graduated from Gonzaga University with a Bachelors of Art
in 1969. He later became a member of the American Society of Composers,
Authors and Publishers in 1973. From 1995 to 1999 Mr. Yordan was a
research associate at Aquasearch, Inc. and from 1999 to the present he has
been a manufacturer's representative for the same company.
To the knowledge of management, during the past five years, no present
or former director, executive officer or person nominated to become a
director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations or
other minor offenses);
8
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<PAGE>
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities;
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliate person, director or
employee of any investment company, or engaging in or continuing
any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any
federal or state securities law, and the judgment in such civil
action or finding by the Securities and Exchange Commission has
not been subsequently reversed, suspended, or vacated
(6) was found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil
action or finding by the Commodity Futures Trading Commission has
not been subsequently reversed, suspended or vacated.
Item 6. Executive Compensation.
------- -----------------------
The following chart sets forth certain summary information concerning
the compensation paid or accrued for each of the Registrant's last three
completed fiscal years to the Registrant's or its principal subsidiaries'
chief executive officers and each of its other executive officers that
received compensation in excess of $100,000 during such period (as
determined at October 31, 1999, the end of the Registrant's last completed
fiscal year).
9
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Other Awards Payouts All
Name and Annual Compensation Annual Restricted Other
Principal Bonus Compen Stock Options LTIP Compen-
Position Year Salary $ -sation Awards /SARs Payout sation
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William Messerli 1999 -0- -0- -0- -0- -0- -0-
-0-
President & 1998 -0- -0- -0- -0- -0- -0- -0-
Director 1997 -0- -0- -0- -0- -0- -0- -0-
Philip Yordan 1999 -0- -0- -0- -0- -0- -0- -0-
Treasurer & 1998 -0- -0- -0- -0- -0- -0- -0-
Chairman of the 1997 -0- -0- -0- -0- -0- -0- -0-
Board of Directors
Philip Yordan, Jr. 1999 -0- -0- -0- -0- -0- -0- -0-
Secretary & Director 1998 -0- -0- -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Compensation of Directors
-------------------------
None.
Employment Contracts and Termination of Employment and Change in Control
Arrangements.
-------------------------------------------------------------------------
There are no employment contracts between the Company and any of its
Officers or Directors.
There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of
such person's employment with the Company or its subsidiaries, or any
change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
The Company has no retirement, pension, profit-sharing, insurance, or
medical reimbursement plan covering its officers and directors, and does
not contemplate implementing any such plan at this time. None of the
Officers or directors of the Company has any options or warrants to
purchase shares of the Company's common stock.
10
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<PAGE>
Item 7. Certain Relationships and Related Transactions.
------- -----------------------------------------------
In 1993 the Company's principal shareholders contributed nine films to
the Company for licensing and distribution. Additionally, Mr. Messerli
contributed 412 NTSC 3/4 inch format master video cassettes. No
compensation was awarded for either contribution.
In 1988, the Company acquired $200,000 worth of motion picture
production equipment from Visto International, Inc. in exchange for 200,000
shares of the Company's common stock. The equipment was purchased with
common stock of the Company, which was donated to the Company by Philip
Yordan. Visto International, Inc., is a privately held corporation of
which William Messerli is an officer, director and sole shareholder.
Daniel Yordan is the son of Philip Yordan.
Item 8. Description of Securities
------- -------------------------
The Company is presently authorized to issue 100,000,000 shares of
$0.005 par value Common Stock. All shares when issued, will be fully paid
and non-assessable. All shares are equal to each other with respect to
liquidation and dividend rights. Holders of voting shares are entitled to
one vote for each share they own at any Shareholders' 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 Shareholders. There are no conversion, pre-emptive or
other subscription rights or privileges with respect to any shares.
Reference is made to the Company's Articles of Incorporation and its
Bylaws for a more complete description of the rights and liabilities of
holders of Common Stock. The Company does not have cumulative voting rights
which means that the holders of more the 50% of the Shares voting for each
election of directors may elect all of the directors if they choose to do
so. In such event, the holders of the remaining Shares aggregating less
than 50% will not be able to elect any directors.
The Company will furnish annual reports to its shareholders which will
include financial statements and other interim reports as Management deems
appropriate.
The Company has appointed Fidelity Transfer Company, 1801 S. West
Temple, Salt Lake City, Utah 84115, as the transfer agents and registrar
for the Company's securities.
11
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<PAGE>
PART II
Item 1. Market Price of and Dividends on the company's Common Equity and
Other Shareholder Matters.
------- ----------------------------------------------------------------
The Company's common stock is not currently publicly traded. The
Company currently has 247 stockholders and 2,349,540 shares issued and
outstanding. The Company has not paid, nor declared, any dividends since
its inception and does not intend to declare any such dividends in the
foreseeable future. The Company's ability to pay dividends is subject to
limitations imposed by Utah Law.
Item 2. Legal Proceedings.
------- ------------------
No legal proceedings are threatened or pending against the Company or
any of its officers or directors. Further, none of the Company's officers
or directors or affiliates of the Company are parties against the Company
or have any material interests in actions that are adverse to the Company's
interests.
Item 3. Changes in and Disagreements with Accountants
------- ---------------------------------------------
None.
Item 4. Recent Sales of Unregistered Securities.
------- ----------------------------------------
None.
Item 5. Indemnification of Directors and Officers
------- -----------------------------------------
The Articles of Incorporation of Book Corporation of America provide
for indemnification of directors and officers as follows:
The Corporation shall indemnify any and all persons who may serve
at any time as directors or officers or who at the request of the
board of Directors of the Corporation may serve or at any time have
served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which
it was or may be a creditor, and their respective heirs,
administrators, successors, and assignees, against any and all
expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with
the defense or settlement of any claim, action, suit or proceeding in
which they, or any of them are made parties, or a party, or which may
be asserted against them or any of them, by reason of having been
directors or officers or a director or officers or a director or
officer of the Corporation, or such other corporation, except in
relation to matters as to which any such director or officer or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the
performance or his duty. Such indemnification shall be in addition to
any other rights to which those indemnified may be entitled under any
law, bylaw, agreement, vote of shareholders or otherwise.
12
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<PAGE>
The Bylaws of Book Corporation of America provide for indemnification
of directors and officers as follows:
No officer or director shall be personally liable for any
obligations arising out of any acts or conduct of said officer or
director performed for or on behalf of the Corporation. The
corporation shall and does hereby indemnify and hold harmless each
person and his heirs and administrators who shall serve at any time
hereafter as a director or officer of the Corporation from and against
any and all claims, judgments and liabilities to which such persons
shall become subject by reason of any action alleged to have been
heretofore or hereafter taken or omitted to have been taken by him as
such director or officer, and shall reimburse each such person for all
legal and other expenses reasonably incurred by him in connection with
any such claim or liability; including power to defend such person
from all suits as provided for under the provisions of the Utah
Corporation Laws; provided, however that no such person shall be
indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude any
other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or
reimburse such person in any proper case, even though not specifically
herein provide for. The Corporation, its directors, officers,
employees and agents shall be fully protected in taking any action or
making any payment or in refusing so to do in reliance upon the advice
of counsel.
The Company and its affiliates may not be liable to its shareholders
for errors in judgment or other acts or omissions not amounting to willful
misconduct or gross negligence, since the Utah Business Corporation Act
permits indemnification of the officers and directors of a corporation in
most cases for any liability suffered by them or arising out of their
activities as officers and directors of the corporation if they acted in
good faith and in a manner they reasonably believed to be in or not opposed
to the best interest of the corporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to officers and directors of the
Company pursuant to the provisions of the Company's Certificate of
Incorporation, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
13
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<PAGE>
PART F/S
BOOK CORPORATION OF AMERICA
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Balance Sheets for the Period Ended April 30, 2000 and the
Fiscal Years Ended October 31, 1999, 1998, and 1997
Statement of Operations Accumulated for the Period November 22, 1978
(Inception) to April 30, 2000 & the period November 1, 1999 to April 30, 2000
and the Years Ended October 31, 1999, 1998, and 1997
Statements of Stockholders' Equity for the Period November 22, 1978
(Inception) to April 30, 2000
Statements of Cash Flows Accumulated for the Period November 22, 1978
(Inception) to April 30, 2000 & the period November 1, 1999 to April 30, 2000
and the Years Ended October 31, 1999, 1998, & 1997
Notes to the Financial Statements
PART III
Item 1. Index and Description of Exhibits.
------- ----------------------------------
<TABLE>
<CAPTION>
Exhibit
Number Title of Document Location
----------- ------------------------------------- ------------
<S> <C> <C>
2.01 Articles of Incorporation . . . . . . . . . . . As Filed
2.02 Amended Articles of . . . . . . . . . . . . . . As Filed
Incorporation
2.03 Bylaws. . . . . . . . . . . . . . . . . . . . . As Filed
23 Consent of Auditor. . . . . . . . . . . . . . . See Attached
27.01 Financial Data Schedule . . . . . . . . . . . . See Attached
</TABLE>
14
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<PAGE>
--------------------------------------------------------------------------
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, thereunto duly authorized.
Book Corporation of America
Date: July 17, 2000 By: /s/ William Messerli
-------------------------
President
Date: July 17, 2000 By: /s/ Philip Yordan
-------------------------
Treasurer
15
</Page>
<PAGE>
--------------------------------------------------------------------------
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, thereunto duly authorized.
Book Corporation of America
Date: July 17, 2000 By:
-------------------------
President
Date: July 17, 2000 By:
-------------------------
Treasurer
15
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Financial Statements
April 30, 2000 (Unaudited) and
October 31, 1999, 1998 and 1997
</Page>
<PAGE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
----------------------------
Board of Directors
Book Corporation of America
(A Development Stage Company)
I have audited the accompanying balance sheets of Book Corporation of
America, as of October 31, 1999, 1998 and 1997, and the related statements
of operations, stockholders' equity, and cash flows for the years ended
October 31, 1999, 1998 and 1997 and accumulated for the period November 22,
1978 (Inception Date) to October 31, 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 misstatements. 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 the significant estimates made by management, as well as
evaluating the overall financial statements presentation. I believe that
my audit provides a reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Book Corporation of
America, as of October 31, 1999, 1998 and 1997, and the results of its
operations and its cash flows for the years ended October 31, 1999, 1998
and 1997, and accumulated for the period November 22, 1978, (Inception
Date) to October 31, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #7 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at October 31, 1999. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note #7. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
July 14, 2000
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Balance Sheets
For the Period November 1, 1999 to April 30, 2000 (Unaudited) and
the Fiscal Years Ended October 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
(Unaudited)
April October October October
30, 2000 31, 1999 31, 1998 31, 1997
--------------------------------------------
<S> <C> <C> <C> <C>
Assets
Current Assets $ -0- $ -0- $ -0- $ -0-
--------------
Property & Equipment
--------------------
Production Equipment Net -0- -0- 4,215 10,731
Other Assets
------------
Master Video Cassettes -0- -0- 3,000 3,000
Films -0- -0- 27,000 27,000
--------------------------------------------
Total Other Assets -0- -0- 30,000 30,000
--------------------------------------------
Total Assets $ -0- $ -0- $ 34,215 $ 40,731
============================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Balance Sheets -Continued-
For the Period November 1, 1999 to April 30, 2000 (Unaudited) and
the Fiscal Years Ended October 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
(Unaudited)
April October October October
30, 2000 31, 1999 31, 1998 31, 1997
----------------------------------------------
<S> <C> <C> <C> <C>
Liabilities &
Stockholders' Equity
Current Liabilities
-------------------
Accounts Payable $ 13,346 $ 12,596 $ 10,693 $ 9,792
Stockholders' Equity
--------------------
Common Shares 100,000,000
Authorized; $0.005 Par
Value 2,349,540 Shares
Issued & Outstanding 11,745 11,745 11,748 11,748
Paid In Capital 3,041,711 3,041,711 3,041,711 3,038,711
Accumulated Deficit (3,066,802) (3,066,052) (3,029,937) (3,019,520)
-----------------------------------------------
Total Stockholders'
Equity ( 13,346) ( 12,593) 23,522 30,939
-----------------------------------------------
Total Liabilities &
Stockholders' Equity $ -0- $ -0- $ 34,215 $ 40,731
===============================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Statements of Operations
Accumulated for the Period November 22, 1978 (Inception)
to April 30, 2000 (Unaudited)
and the Period November 1, 1999 to April 30, 2999
and the Years Ended October 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
(Unaudited)
(Unaudited) April October October October
Accumulated 30, 2000 31, 1999 31, 1998 31, 1997
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $ 250,000 $ -0- $ -0- $ -0- $ -0-
--------
Expenses
--------
Administrative
Expenses 19,266 750 1,900 3,901 100
Depreciation 200,000 -0- 4,215 6,516 8,688
Production Costs 132,448 -0- -0- -0- -0-
Write Down of
Film Inventory 2,563,500 -0- -0- -0- -0-
Write Off of
Investments &
Other Assets 195,671 -0- 30,000 -0- -0-
Bad Debt 200,000 -0- -0- -0- -0-
Failed Offering
Costs 5,917 -0- -0- -0- -0-
---------------------------------------------------------------
Total Expenses 3,316,802 750 36,115 10,417 8,788
---------------------------------------------------------------
Net Loss ($3,316,802) ($ 750) ($ 36,115) ($ 10,417) ($ 8,788)
===============================================================
Loss Per Share
Weighted Average
Shares ($ 0.00) ($ 0.01) ($ 0.01) ($ 0.01)
Shares Outstanding 2,349,540 2,349,540 2,349,540 2,349,540
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Statements of Stockholders' Equity
For the Period November 22, 1978 (Inception) to April 30, 2000
<TABLE>
<CAPTION>
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, (Inception)
November 22, 1978 -0- $ -0- $ -0- $ -0-
Issues Shares for Cash
(Restated) 300,000 1,500 126,000 -0-
Issued Shares for Literary
Production & Equipment 6,999,540 34,998 383,444 -0-
Net Losses Incurred from
Inception to October 31, 1986 ( 442,609)
Balance, October 31, 1986 7,299,540 36,498 509,444 ( 442,609)
Net Loss for Year Ended
October 31, 1987 ( 6,666)
--------------------------------------------------------
Balance, October 31, 1987 7,299,540 36,498 509,444 ( 449,275)
No Operations for Year
Ended October 31, 1988
Balance, October 31, 1988 7,299,540 36,498 509,444 ( 449,275)
Capital Contribution 55,917
Net Income for Year
Ended October 31, 1989 144,629
--------------------------------------------------------
Balance, October 31, 1989 7,299,540 36,498 565,361 ( 304,646)
Shares Returned by
Shareholders for
Cancellation ( 4,950,000) ( 24,750) 24,750
Net Loss for Year
Ended October 31, 1990 ( 217,129)
--------------------------------------------------------
Balance, October 31, 1990 2,349,540 11,748 590,111 ( 521,775)
</TABLE>
The accompanying notes are an integral part of these financial statements
F-6
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Statements of Stockholders' Equity -Continued-
For the Period November 22, 1978 (Inception) to April 30, 2000
<TABLE>
<CAPTION>
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------------
<S> <C> <C> <C> <C>
Net Loss for Year Ended
October 31, 1991 ( 11,224)
--------------------------------------------------------
Balance, October 31, 1991 2,349,540 11,748 590,111 ( 532,999)
Net Loss for Year Ended
October 31, 1992 ( 11,236)
--------------------------------------------------------
Balance, October 31, 1992 2,349,540 11,748 590,111 ( 544,235)
Net Loss for Year Ended
October 31, 1993 ( 11,248)
--------------------------------------------------------
Balance, October 31, 1993 2,349,540 11,748 590,111 ( 555,483)
Paid In Capital for
Contributed Assets 2,447,000
Net Loss for Year Ended
October 31, 1994 ( 10,390)
--------------------------------------------------------
Balance, October 31, 1994 2,349,540 11,748 3,037,111 ( 565,873)
Net Loss for Year Ended
October 31, 1995 ( 10,262)
--------------------------------------------------------
Balance, October 31, 1995 2,349,540 11,748 3,037,111 ( 576,135)
Contributed Capital 1,600
Net Loss for Year Ended
October 31, 1996 (2,434,597)
--------------------------------------------------------
Balance, October 31, 1996 2,349,540 11,748 3,038,711 (3,010,732)
Net Loss for Period Ended
October 31, 1997 ( 8,788)
--------------------------------------------------------
Balance, October 31, 1997 2,349,540 11,748 3,038,711 (3,019,520)
</TABLE>
The accompanying notes are an integral part of these financial statements
F-7
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Statements of Stockholders' Equity -Continued-
For the Period November 22, 1978 (Inception) to April 30, 2000
<TABLE>
<CAPTION>
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------------
<S> <C> <C> <C> <C>
Contributed Capital 3,000
Net Loss for Period Ended
October 31, 1998 ( 10,417)
--------------------------------------------------------
Balance, October 31, 1998 2,349,540 11,748 3,041,711 ( 3,029,937)
Net Loss for the Year Ended
October 31, 1999 ( 36,115)
--------------------------------------------------------
Balance, October 31, 1999 2,349,540 11,748 3,041,711 ( 3,066,052)
Net Loss for the Period Ended
April 30, 2000 ( 750)
--------------------------------------------------------
Balance April 30, 2000 2,349,540 $ 11,748 $ 3,041,711 ($3,066,802)
========================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-8
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Statements of Cash Flows
Accumulated for the Period November 22, 1978 (Inception)
to April 30, 2000 (Unaudited)
and the Period November 1, 1999 to April 30, 2000
and the Years Ended October 31, 1999, 1998 & 1997
<TABLE>
<CAPTION>
Accumulated 2000 1999 1998 1997
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating
Activities
-------------------------
Net Loss ($3,066,802) ($ 750) ($ 3,6115) ($ 10,417) ($ 8,788)
Adjustments to Reconcile
Net Loss to Net Cash Used
by Operating Activities;
Depreciation 200,000 -0- 4,215 6,516 8,688
Noncash Transactions;
Write Down of Film Inventory 2,593,500 -0- 30,000 -0- -0-
Changes in Operating Assets
& Liabilities;
Increase in Accounts Payable 13,343 -0- 1,900 901 100
------------------------------------------------------
Net Cash Used by Operating
Activities ( 259,959) ( 750) -0- ( 3,000) -0-
Cash Flows from Investing
Activities -0- -0- -0- -0- -0-
------------------------- ------------------------------------------------------
Cash Flows from Financing
Activities
-------------------------
Proceeds from the Sale of
Common Stock 127,500 -0- -0- -0- -0-
Contributed Capital 60,517 -0- -0- 3,000 -0-
Debt to Equity Conversion 71,942 -0- -0- -0- -0-
------------------------------------------------------
Net Cash Provided by Financing
Activities 259,959 -0- -0- 3,000 -0-
------------------------------------------------------
Increase (Decrease) in Cash -0- -0- -0- -0- -0-
Cash at Beginning of Period -0- -0- -0- -0- -0-
------------------------------------------------------
Cash at End of Period $ -0- $ -0- $ -0- $ -0- $ -0-
======================================================
Disclosure of Significant
Operating Activities:
Interest $ -0- $ -0- $ -0- $ -0- $ -0-
Taxes -0- -0- -0- -0- -0-
Significant Noncash Transactions:
Acquisition of Films and Videos
Cassette as Contributed Capital 2,447,000
Acquisition of Property
& Equipment 200,000
</TABLE>
The accompanying notes are an integral part of these financial statements
F-9 </Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
----------------------
The Company was incorporated under the laws of the state of Utah on
November 22, 1978. The Company amended its Articles of Incorporation,
authorizing 100,000,000 shares of common stock having a par value of $0.005
per share.
The Articles of Incorporation grants the Company unlimited power to engage
in and to do any lawful act concerning any and all lawful businesses for
which corporations may be organized. The Company currently seeks to
license films to television and to engage in market-by-market exploitation
of the films it holds in its film inventory.
In accordance with FASB 7 the Company is considered to be a development
stage company.
NOTE #2 - Significant Accounting Policies
-----------------------------------------
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period in
which the sales are finalized with customers.
C. The Company considers all short term, highly liquid investments, that
are readily convertible to known amounts within ninety days as cash
equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be
computed by including contingently issuable shares with the weighted
average shares outstanding during the period. When inclusion of the
contingently issuable shares would have an antidilutive effect upon
earnings per share no diluted earnings per share shall be presented.
E. As a licensor of films to television or other markets the Company
shall recognize revenues on the dates of the exhibition for both
percentage and flat fee engagements. Revenues from license agreements
that meet the requirements of FASB 53 shall be recognized when the
license period begins.
F. Costs to produce a film shall be capitalized as film costs inventory
and shall be amortized using the individual film forecast computation
method.
G. Operating expenses and all type of income are recognized in the period
in which the activities occur.
H. Depreciation: The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. The cost of
leasehold improvements is amortized over the lesser of the length of
the lease of the related assets for the estimated lives of the assets.
Depreciation and amortization is computed on the straight line method.
F-10
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #3 - Non Cash Investing and Non Cash Financing Activities
--------------------------------------------------------------
In 1988, the Company issued 200,000 shares of its common stock to a
related entity for assets valued at historical cost of $200,000.
The Company currently holds in its film inventory, films contributed to the
Company by principal stockholders. In the year ended October 31, 1999, the
Company wrote off 100% of the cost of these films, because it has not and
has no plans to aggressively market the films.
NOTE #4 - Public Stock Offering
-------------------------------
In 1979, the Company conducted an intrastate public offering of its common
stock shares and issued 15,000,000 pre split, 300,000 post split shares for
net proceeds of $127,500.
NOTE #5 - Property & Equipment
------------------------------
The Company has assets as scheduled below. Assets are held in safekeeping
by the Company's Vice-President. Assets are depreciated over the estimated
useful life of the individual asset using the straight line method of
depreciation.
<TABLE>
<CAPTION>
Accumulated Depreciation
Cost 1999 1998 1997
---------------------------------------------
<S> <C> <C> <C> <C>
Filming Truck $ 20,000 $ 20,000 $ 20,000 $ 20,000
Cameras 109,600 109,600 107,739 103,629
Lights 38,000 38,000 36,191 34,766
Editing Equipment 6,300 6,300 6,300 6,300
Other Equipment 26,100 26,100 25,555 24,574
---------------------------------------------
Total $ 200,000 $ 200,000 $195,785 $ 189,269
=============================================
</TABLE>
<TABLE>
<CAPTION>
Total Depreciation Expenses
1999 1998 1997
---------------------------------
<S> <C> <C> <C>
$ 4,215 $ 6,516 $ 8,688
</TABLE>
F-11
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #6 - Income Taxes and Net Operating Loss Carryforwards
-----------------------------------------------------------
The Company has incurred losses that can be carried forward to offset
future earnings if provisions of the Internal Revenue Codes are met. These
losses are as follows:
<TABLE>
<CAPTION>
Year of Loss Expiration
Loss Amount Date
--------------------------------------------------
<S> <C> <C>
1986 $ 151,480 2001
1987 6,666 2002
1988 -0-
1989 -0-
1990 217,129 2005
1991 11,224 2006
1992 11,236 2007
1993 11,248 2008
1994 10,390 2009
1995 10,262 2010
1996 17,597 2011
1997 8,788 2012
1998 10,417 2013
1999 36,115 2014
</TABLE>
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax
assets in future years. Due to the uncertainty as to the utilization of
net operating loss carryforwards an evaluation allowance has been made to
the extent of any tax benefit that net operating losses may generate.
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Current Tax Asset Value of Net Operating
Loss Carryforwards at Current Prevailing
Federal Tax Rate $ 170,999 $ 158,720 $ 155,387
Evaluation Allowance at 100%
Net Tax Assets ( 170,999) ( 158,720) ( 155,387)
----------- ----------- -----------
Current Income Tax Expenses $ -0- $ -0- $ -0-
Deferred Tax Expenses -0- -0- -0-
</TABLE>
F-12
</Page>
<PAGE>
Book Corporation of America
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #7 - Going Concern
-----------------------
The Company has sustained continued losses and currently has liabilities in
excess of current assets. In addition, the Company has no revenue
producing activities and is dependent upon its officers to provide its cash
requirements. These factors indicate considerable doubt as to the
Company's ability to continue as a going concern.
The Company's management seeks to raise additional capital by additional
investment from outsiders in the Company's common stock.
NOTE #8 - Related Party Transactions
------------------------------------
The Company's principal shareholders contributed nine films to the Company
for licensing and distribution. These films have been valued at historical
cost or a discounted fair market value of $2,407,000. In 1999, the films
were revalued to $-0- each because the Company has been unable to market
them.
Additionally, the Company's President contributed 412 NTSC 3/4 inch format
master video cassettes. These cassettes were valued at a historical cost
of $40,000, and have been revalued to have no current value.
NOTE # 9 - Motion Picture Rights and Screen Plays
-------------------------------------------------
The Company holds the motion picture rights to thirty-six screen plays,
three novels, two short stories and fifty story titles and synopses. These
rights and screen plays have been recorded at net asset value to reflect
predecessor value and provisions of FASB 53 limiting such assets to a three
year life.
NOTE # 10 - Films Inventory
---------------------------
The Company holds the following films in its inventory for licensing or
market exploitation.
<TABLE>
<CAPTION>
Fair Market
Value at
Historical Acquired Present
Films Cost Date Value
---------------------------------------------------------------------------
<S> <C> <C> <C>
Beast Must Die $ 135,734 $ 135,734 $ -0-
Kiss From A Killer 282,980 282,980 -0-
Scream Your Head Off 554,491 300,000 -0-
Shiver 507,661 300,000 -0-
Sleeping With A Stranger 517,515 300,000 -0-
Savage Journey 376,756 188,266 -0-
Night Train To Terror 1,031,208 300,000 -0-
Legend of Big Foot 2,181,493 300,000 -0-
Bloody Wednesday 844,463 300,000 -0-
-------------------------------------
$ 6,432,301 $ 2,406,980 $ -0-
=====================================
F-13
</Page>
</TABLE>
