<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDING MAY 31, 2000
VAST TECHNOLOGIES HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware #0-13895 IRS#34-1444240
--------- ------------ ---------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
1562 South Parker Road / Suite 340
Denver, Colorado 80231
(Address of Registrant's principal executive offices)
(646) 349-3161
(Registrant's telephone number, including area code)
(646) 349-3182
(Registrant's facsimile number, including area code)
Motorsports USA, INC.
129 Elmwood Drive, Kent, Ohio 44240
(Former name or former address, if changed since last report)
Title of each class Name of each exchange on which registered
Not Applicable Not Applicable
Securities registered under Section 12(b) of the Exchange Act:
Common Stock $.0001 Par Value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
<PAGE>
The issuer had no revenue during the year ended May 31, 2000.
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.
Based on the average bid and asked price of the issuer's common stock
on August 17, 2000, the aggregate market value of the 16,444,465 shares of
common stock held by non-affiliates was $2,384,447.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
On August 17, 2000, the issuer had a total of 16,444,465 shares of
common stock issued and outstanding.
Documents Incorporated by Reference
The Issuer's Current Report on Form 8-K dated August 9, 2000 which
discloses a name change, an address change of Issuer's principal executive
offices and the rescission of a business combination transaction with a private
corporation called Motorsports USA, Inc. is incorporated herein by this
reference.
PART I
Item 1. DESCRIPTION OF BUSINESS
Fraser Realty Group, Inc. ("FRG"), a Delaware corporation, was the
successor to Fraser Mortgage Investments (the "Trust"), an unincorporated
association in the form of a business trust organized in Ohio under a
Declaration of Trust dated May 7, 1969. At a special meeting of the shareholders
of the Trust held on August 28, 1984, the shareholders approved a plan of
reorganization pursuant to which (1) all of the assets of the Trust were sold to
FRG, a corporation newly formed for the purpose of effecting the reorganization;
(2) FRG assumed all of the Trust's liabilities and obligations; (3) each issued
and outstanding share of the Trust was converted into one share of FRG common
stock; and (4) the Trust was terminated. The purpose of the proposed
reorganization was to convert the Trust to a business organization taxable as an
ordinary corporation, instead of a real estate investment trust, under the
Federal income tax laws. Unless the context otherwise requires, the term FRG
includes its predecessor, the Trust.
<PAGE>
FRG invested in real estate and mortgage loans. FRG was organized as a
real estate investment trust, primarily for the purpose of making passive
investments in real estate and passing through the income realized from such
investments to its shareholders. From its inception, FRG financed its real
estate investment operations principally through the sale of common stock, and
short-term debt financing, including both bank borrowings and the issuance of
commercial paper. FRG saw its real estate investments evolve from principally
short-term construction loans to a mix of variable and fixed-rate mortgage loans
of which a significant portion consisted of mortgage positions on improved and
unimproved land held by investors for development purposes. Accordingly, FRG's
investments in mortgage loans represented long-term assets with realization
dates dependent upon the equity holders' ability to complete development
projects or obtain refinancing from other sources. At the same time, bank notes
payable and commercial paper outstanding were all short-term borrowings
renewable at the option of the noteholders. FRG relied on these short-term
borrowings, the intermittent repayment of loans and the refinancing or sale of
portfolio investments in order to meet its then current obligations. During
fiscal 1989, cash provided from these sources was wholly inadequate to provide
working capital to fund operations.
Management was unable to secure additional financing or find other
means of obtaining needed cash in fiscal 1990 to permit FRG to meet past and
then current obligations. Accordingly, management determined that there was no
reason to continue operating and, thus, incurring further losses. FRG has been
inactive since 1990 and has not conducted any business since that time.
Item 2. PROPERTIES
At May 31, 2000, the Issuer had no material assets and had no
liabilities.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A majority of the shareholders, engaging Section 228 of the General
Corporation Law of Delaware, consented in writing to the appointment of Michael
A. Drew and Leland Wolf to the Board of Directors with Michael A. Drew to serve
as chairman. Additionally, Grant Gee was terminated as an officer and director,
effective immediately.
<PAGE>
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Issuer's common stock is listed on the NASD's Electronic
Over-the-Counter Bulletin Board (symbol VTHC). The quoted prices reflect
interdealer prices without retail markup, markdown or commissions, and may not
necessarily represent actual transactions. On August 17, 2000, the closing bid
and asked prices for the common stock were $0.10 and $0.19, respectively.
On August 17, 2000, the number of stockholder accounts of record was
777.
Item 6. PLAN OF OPERATIONS
At May 31, 2000, the Issuer had no material assets and no liabilities.
The Issuer did not generate any revenues during the fiscal year ended May 31,
2000. The Issuer had no backlog of orders for goods or services and did not make
any research and development expenditures during the year ended May 31, 2000.
During the fiscal year ended May 31, 2000, the Issuer's only operations
consisted of a business combination transaction with Motorsports USA, Inc. While
the Issuer and Motorsports entered into a business combination transaction, the
transaction was ultimately rescinded by the Issuer effective August 1, 2000.
At the date of this Annual Report on Form 10-KSB, the Issuer has no
liabilities and no assets. Nevertheless, Vast Technologies Holding Corporation
("Vast") believes that it may be possible to recover some value for the
Shareholders through the implementation of a plan whereby the Issuer,
restructured as a "public shell", will effect a business combination transaction
with a suitable privately-held company ("Target Company"). In general, Vast
believes it will offer owners of a Target Company the opportunity to acquire a
controlling ownership interest in a public company at substantially less cost
than would otherwise be required to conduct an initial public offering.
Under the plan developed by Vast, it will continue to be used as a
corporate vehicle to seek, investigate and, if the results of such investigation
warrant, effect a business combination with an existing Target Company that
seeks the perceived advantages of a publicly held corporation. Before such a
business combination can be effected, however, there are a number of preliminary
steps. The specific actions that Vast intends to take include:
Negotiate Business Combination--it must seek, investigate and, if the
results of such investigation warrant, attempt to negotiate a business
combination with an existing Target Company.
<PAGE>
Effect Required Corporate Changes--before proceeding to closing on a
proposed business combination, Vast will be required to effect a number
of material changes in the Issuer's corporate structure. At the date of
this Annual Report on Form 10-KSB, Vast expects that it will be
required to:
(i) authorize the issuance of sufficient shares to facilitate the
business combination and the go-forward activities of the
combined entities;
(ii) change the Issuer's name to one selected by the Target
Company;
(iii) authorize stock option and other incentive plans for the
combined entities; and
(iv) effect any other reasonable structural changes that are
required by the Target Company as a condition of the business
combination.
The Issuer's potential success will be wholly dependent on the efforts
and abilities of Messrs. Drew and Wolf who will have virtually unlimited
discretion in searching for, negotiating and entering into a business
combination transaction with a Target Company. Messrs. Drew and Wolf have had
experience in the proposed business of the Issuer. Although Messrs. Drew and
Wolf believe that the Issuer will be able to enter into a business combination
transaction within the near future, there can be no assurance as to how much
time will elapse before a business combination is effected, if ever. The Issuer
will not restrict its search to any specific business, industry or geographical
location, and the Issuer may participate in a business venture of virtually any
kind or nature.
Messrs. Drew and Wolf anticipate that the selection of a Target Company
for the Issuer will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and
available capital, Messrs. Drew and Wolf believe that there are numerous
privately-held companies seeking the perceived advantages of being a publicly
traded corporation. Such perceived advantages include facilitating debt
financing or improving the terms on which additional equity may be sought,
providing liquidity for the principals of the business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity for all Shareholders and other factors.
Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely
difficult and complex. Messrs. Drew and Wolf anticipate that the Issuer will be
able to participate in only one business venture. This lack of diversification
will not permit the Issuer to offset losses from one venture against gains from
another.
<PAGE>
Moreover, due to the Issuer's lack of any meaningful financial, or other
resources, Messrs. Drew and Wolf believe the Company will only be viewed as a
suitable business combination partner for companies which have substantially
greater financial and managerial resources than the Issuer. Therefore, the
Issuer's relative bargaining power may be limited.
SUMMARY DESCRIPTION OF PLAN
The determination of the number of shares to be issued in connection
with a business combination transaction is not an exact science and entails a
great deal of subjective business judgment. In arriving at an optimal capital
structure for a business combination transaction, Vast will ordinarily evaluate
the strengths, weaknesses and growth potential of a Target Company against
similarly situated publicly-held companies in the same market segment. Based on
this analysis, Issuer will then attempt to estimate the stabilized market
capitalization that the Target Company can expect to achieve under reasonably
foreseeable circumstances. This value will then be risk weighted by an
appropriate factor and used to determine the number of shares that can be issued
by the Issuer if the goal is to reach a target stabilized stock price of $5 to
$10 per share. In the case of a Target Company, the number of shares issuable to
the owners of the Target Company will be governed, in part, by what the Company
can reasonably expect the stabilized market capitalization to be. In any event,
the Issuer does not intend to enter into a transaction where it expects the
stabilized market price of the Common Stock to be less than $5 per share. There
can be no assurance, however, that the Issuer will be successful in meeting this
performance benchmark, that its subjective business judgments will prove to be
accurate, or that its estimate of the stabilized market capitalization that a
Target Company can expect to achieve will prove to be reasonable.
PENDING DISCUSSIONS
Vast is presently involved in preliminary negotiations with the owners
of a holding company. While management of the Target Company has expressed a
desire to move toward a business combination transaction through the execution
of a definitive agreement, there is no assurance that the pending discussions
will result in the successful conclusion of a business combination or that the
common stock of the Issuer will ever have any value.
Item 7. FINANCIAL STATEMENTS
For the information called for by this Item, see the Financial
Statements attached.
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
During the year ended May 31, 2000, there were no reportable
disagreements between the Issuer and its auditors on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Mr. Michael A. Drew, a director of the Issuer since April 5, 2000.
Mr. Leland Wolf, a director of the Issuer since April 5, 2000.
Item 10. EXECUTIVE COMPENSATION
Neither the officers nor directors receive compensation for services
rendered nor does any agreement exist for any of them to be compensated for past
services at some future date.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
A total of 16,444,465 shares of common stock were issued and
outstanding on the date of this Annual Report on Form 10-KSB. The following
table sets forth certain information with respect to the beneficial ownership of
shares of the Issuer's common stock by (i) each person known to be the
beneficial owner of 5% or more of the common stock, (ii) each executive officer
or director of the Issuer, and (iii) all executive officers and directors as a
group.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
<S> <C> <C>
None None - 0 -%
All Officers and Directors as a Group - 0 - - 0 -%
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information set out in Item 10 is also applicable to this item. No
officer, director, nominee for director, family member of any of the foregoing,
or corporation, organization, trust or estate in which any of the foregoing has
an interest is indebted to the Registrant.
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
None.
REPORTS ON FORM 8-K
Reference is made to the Issuer's Current Report on Form 8-K dated
August 9, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.
August 18, 2000
Vast Technologies Holding Corporation
By: /s/
----------------------------------
Michael A. Drew, Director and
Chief Executive Officer
<PAGE>
VAST TECHNOLOGIES HOLDING CORPORATION
(a dormant state Company)
Financial Statements
&
Independent Auditor's Report
May 31, 2000 & June 30, 1999
<PAGE>
VAST TECHNOLOGIES HOLDING CORPORATION
INDEX
Independent Auditor's Report
Balance Sheets
Statement of Operations and Retained Earnings (Deficit)
Statement of Changes in Stockholders' Equity
Statement of Cash Flows
Footnotes to Financial Statements
Former Auditor's Letter
<PAGE>
TERANCE L. KELLEY ............................................................
Certified Public Accountant 250 West Market Street, Suite 307,
Fairlawn, Ohio 44333
Independent Auditor's Report
To The Board of Directors of
Vast Technologies Holding Corporation
I have audited the accompanying Balance Sheets of Vast Technologies Holding
Corporation, as of May 31, 2000 and the related Statements of Operations, Cash
Flows, and Changes in Stockholders' Equity. These financial statements are the
responsibility of the management of Vast Technologies Holding Corporation. My
responsibility is to express an opinion on these statements based on my audit.
The financial statements of Vast Technologies Holding Corporation as of June 30,
1999, were audited by other auditors whose report dated September 24, 1999
expressed an unqualified opinion on those statements and was furnished to me. My
opinion, insofar as it relates to the amounts included from June 30, 1999, is
based solely on the report of the other auditors.
I have 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 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 significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Vast Technologies Holding
Corporation as of May 31, 2000 and the results of its operations and its cash
flows for the year ended May 31, 2000 in conformity with generally accepted
accounting principles.
Terance L. Kelley
Certified Public Accountant
Fairlawn, Ohio
August 16, 2000
<PAGE>
VAST TECHNOLOGIES HOLDING CORPORATION
Balance Sheets
May 31, 2000 and June 30, 1999
<TABLE>
<CAPTION>
5/31/00 6/30/99
<S> <C> <C>
ASSETS
Cash and cash equivalents $5 $5
Total Assets $5 $5
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $0 $0
Total Liabilities 0 0
Stockholders' Equity
Serial Preferred Stock, convertible $.0001 par value;
100,000 shares authorized, 0 and 100,000 were
outstanding at May 31, 2000 and June 30, 1999,
respectively. 0 10
Common Stock, $.0001 par value; 50,000,000
shares authorized, 16,444,465 and 1,038,948 shares
issued and outstanding at May 31, 2000 and
June 30, 1999, respectively. 1644 104
Additional Paid-in-Capital 17, 063,578 17,063,578
Retained Earnings (Deficit) (17,065,217) (17,063,687)
Total Stockholders' Equity 5 5
Total Liabilities and Stockholders' Equity $5 $5
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
<PAGE>
VAST TECHNOLOGIES HOLDING CORPORATION
Statement of Operations and Retained
Earnings (Deficit) For the years ended May 31, 2000 and June 30, 1999
<TABLE>
<CAPTION>
5/31/00 6/30/99
<S> <C> <C>
Income
Gross sales $0 $0
Total Income 0 0
Expenses
General and administrative 0 0
Total Expenses 0 0
Net Income 0 0
Beginning Retained Earnings (Deficit) (17,063,687) (17,063,687)
Transfer of retained earnings to increase Common
Stock for Preferred Stock converted (1,530) 0
Ending retained Earnings (Deficit) ($17,065,217) (17,063,687)
Weighted Average shares outstanding
during the period 11,319,293 1,038,948
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
<PAGE>
VAST TECHNOLOGIES HOLDING CORPORATION
Statement in Changes in Stockholders' Equity
For the Years Ended May 31, 2000 and June 30, 1999
<TABLE>
<CAPTION>
Retained
Preferred Stock Common Stock Additional Earnings Total
Shares Amount Shares Amount Paid-in-Capital (Deficit) Equity
<S> <C> <C> <C> <C> <C> <C> <C>
June 30, 1998 50,000 $5 1,038,948 $104 $17,063,578 $(17,063.687) $0
Stock issued
for exercise
of warrants 50,000 5 5
Net Income
for year 0 0
June 30, 1999 100,000 10 1,038,948 104 17,063,578 (17,063,687) 5
Preferred
shares
converted (100,000) (10) 15,405,517 1,540 (1,530) 0
Net Income
for year 0 0
May 30, 2000 0 $0 16,444,465 $1,644 $17,063,578 ($17,065,217) $5
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
<PAGE>
VAST TECHNOLOGIES HOLDING CORPORATION
Statement of Cash Flows
For the Years Ended May 31, 2000 and June 30, 1999
<TABLE>
<CAPTION>
5/31/00 6/30/99
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $0 $0
Preferred Stock issued for legal services 0 0
Total adjustments to Net Income 0 0
Net Cash Provided by Operating Activities 0 0
Cash Flow From Investing Activities
Proceeds from exercise of stock purchase warrants 0 5
Net Cash Provided by Financing Activities 0 5
Net Increase in Cash 0 5
Cash, Beginning of Period $5 $5
</TABLE>
The accompanying footnotes are an integral part of these financial statements
<PAGE>
VAST TECHNOLOGIES HOLDING CORPORATION
(a Dormant State Company)
Footnotes to Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following accounting principles and practices of Vast Technologies Holding
Corporation, (the Company) are set forth to facilitate the understanding of the
data presented in the financial statements.
BASIS OF PRESENTATION - Vast Technologies Holding Corporation (formerly Fraser
Realty Group, Inc. -FRG ) a Delaware corporation, is the successor to Fraser
Mortgage Investments (the Trust), an unincorporated association in the form of a
business trust organized in Ohio under the Declaration of Trust dated May 7,
1969. At a special meeting of the shareholders of the Trust held on August 28,
1984 a plan of reorganization was approved pursuant to which
1 all of the assets of the Trust were sold to FRG;
2 FRG assumed all of the Trust's liabilities and obligations;
3 Each issued and outstanding share of the Trust was converted
into one share of FRG common stock; and
4 The Trust was terminated.
The purpose of the proposed reorganization was to convert the Trust to a
business organization taxable as an ordinary corporation, instead of a real
estate investment trust, under Federal income tax laws. Unless the context
otherwise requires, the term FRG includes its predecessor, the Trust.
FRG invested in real estate and mortgage loans. FRG was organized as a real
estate trust, primarily for the purpose of making passive investments in real
estate and passing through the income realized from such investments to its
shareholders. From its inception, FRG financed its real estate investment
operations principally through the sale of common stock, and short-term debt
financing, including both bank borrowings and the issuance of commercial paper.
FRG saw its real estate investments evolve from principally short-term
construction loans to a mix of variable and fixed-rate mortgage loans of which a
significant portion consisted of mortgage positions on improved and unimproved
land held by investors for development purposes. Accordingly, FRG's investments
in mortgage loans represented long-term assets with the realization dates
dependent upon the equity holder's ability to complete development projects or
obtain refinancing from other sources. At the same time, bank notes payable and
commercial paper outstanding were all short-term borrowings renewable at the
option of the note holders. FRG relied on these short-term borrowings, the
intermittent repayment of loans and the refinancing or sale of portfolio
investments in order to meet its then current obligations. During fiscal 1989,
cash provided from these sources was wholly inadequate to provide working
capital to fund operations.
<PAGE>
Management was unable to secure additional financing or find other means of
obtaining needed cash in fiscal 1990 to permit FRG to meet its then current
obligations. Accordingly, management determined that there was no reason to
continue operating and, thus, incurring further losses. FRG has been inactive
since 1990 and has not conducted any business since that time.
On August 4, 1998, acting in his capacity as Chairman of the Board and President
and with first receiving the consent, approval and authorization of FRG's Board
of Directors, Roger A. Kimmel, Jr. filed with the State of Delaware, Secretary
of State, Division of Corporations, a Certificate For Renewal and Revival of
Charter and thereby effected a renewal, revival and restoration of the Company's
Certificate of Incorporation pursuant to Section 312 of the General Corporation
Law of Delaware. Thereafter on August 26, 1998 an Omnibus 10-K for the fiscal
years ending May31, 1990 through 1998 was filed with the Securities and Exchange
Commission of the Federal Government.
On October 27, 1999 the Company entered into an Acquisition Merger agreement
with a private company, Motorsports USA, Inc. The Company also effected a name
change at that time to Motorsports USA, Inc. With this transaction certain
assets became the property of the Company. However, the custody and control of
such assets was not perfected and the management of the private company
evidenced tentative compliance with SEC reporting requirements. This condition
was considered intolerable to the Company's Board of Directors and accordingly
on August 1, 2000 the transaction was rescinded. The Company also changed its
name on June 1, 2000 to Vast Technologies Holding Corporation. Accordingly the
enclosed financial statements were prepared as if the merger with Motorsports
USA, Inc. had not taken place.
While the Company has no assets, liabilities, or ongoing operations and has not
engaged in any business activities since 1990 it is believed that it may be
possible to recover value for the Stockholders through the implementation of a
plan whereby the Company as a "clean public shell" effects a business
combination transaction with a suitable privately-held company that has both
business history and operating assets.
Kimmel will continue to extend administrative expenses to keep the Company
current with its reporting requirements, maintaining the Company in good
standing , and continuing it's acquisition efforts.
GOING CONCERN ACCOUNTING BASIS - The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.
PER SHARE AMOUNTS - Per share amounts are computed based on the weighted average
number of common shares outstanding for each period. Shares issueable upon
exercise are not included in the computation since their effect would be
antidilutive.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
instruments with an original maturity of three months or less to be cash
equivalents.
<PAGE>
NOTE 2. GOING CONCERN
The Company has not engaged in any business activity since 1990. In 1998 Kimmel
incurred expenses to bring the Company current with filing with the Securities
and Exchange Commission and to reinstate the corporate charter.
In return for these services Kimmel received 50,000 shares of Preferred Stock.
As of May 31, 2000 and June 30, 1999 the Company had stockholders' equity of $5.
This factor, among others, may indicate the Company will be unable to continue
as a going concern. The Company's continuation as a going concern depends upon
its ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE 3. PREFERRED AND COMMON STOCK
On August 4, 1998 the Company filed with the State of Delaware, Secretary of
State, Division of Corporations, a Certificate of Correction which was filed to
correct a certain error in the Company's original Certificate of Incorporation.
The defect of said Certificate to be corrected was as follows, to-wit: No par
value stock was mistakenly authorized. Accordingly, Article Fourth: Section 1.
Of the Certificate was corrected to allow a par value per share of $.0001 for
both common and preferred stock.
In October, 1999 the 100,000 shares of outstanding Preferred Stock were
converted into 15,405,517 shares of Common Stock in keeping with the conversion
rights of the Preferred Shares.
NOTE 4. RELATED PARTY TRANSACTIONS
In 1998 Mr. Kimmel incurred expenses to bring the Company current with filings
with the Securities and Exchange Commission and to reinstate the corporate
charter and in return for these services Mr. Kimmel received 50,000 shares of
preferred stock in 1997 and an expense of $7,500 was recorded for these
services. Mr. Kimmel also received 50,000 irrevocable stock purchase Warrants
that were transferable with a June 1, 1999 expiration date.
These warrants were exercised for a total of $500 in May 1999.
NOTE 5. INCOME TAXES
As a result of operating losses, no provision for Income Taxes was necessary. As
of December 31, 1998, the Company had net operating loss carryforwards of
approximately $1,137,000 available to reduce future taxable income expiring in
2005 and 2018. Ultimate utilization of the net operating loss carryforwards will
be subject to limitation and the existence of future taxable income.
<PAGE>
NOTE 6. OTHER
The Company has no operating activity except on a very limited basis with the
only activity being that of the Company's president actively seeking a company
with which to effect a business combination.
<PAGE>
NRHA N.R. HARMON ASSOCIATES
2928 CRANSTON DRIVE
DUBLIN, OHIO 43017
614-792-9833
FAX 614-792-9834
August 14, 2000
Mr. Michael A. Drew, President
Vast Technologies Holding Corporation
761 Parkview Drive
Aurora, OH 44202
Dear Mr. Drew:
Please be advised that Harmon & Company, CPA, Inc. has resigned as auditors for
Vast Technologies Holding Corporation, formerly Fraser Realty Group, Inc.
This shall also confirm that there were no disagreements between Vast
Technologies Holding Corporation and Harmon & Company, CPA, Inc. on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure.
Sincerely,
Nicola R. Harmon, CPA
