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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED AUGUST 31, 2000
VAST TECHNOLOGIES HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE #0-13895 IRS#34-1444240
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(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)
Title of each class Name of each exchange on which registered
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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 [_]
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State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable dates.
Title of Each Class Outstanding at August 31, 2000
Common Stock, $0.0001 Par Value 16,444,465 Shares
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.
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
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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 August 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
None
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 31, 2000, the
closing trade for the common stock was $0.13.
On August 31, 2000, the number of stockholder accounts of record
was 777.
Item 6. PLAN OF OPERATIONS
At August 31, 2000, the Issuer had no material assets and no
liabilities. The Issuer did not generate any revenues during the quarter
ended August 31, 2000. The Issuer had no backlog of orders for goods or
services and did not make any research and development expenditures during
the quarter ended August 31, 2000. During the quarter ended August 31, 2000,
the Issuer's only operations consisted of a continuing effort to seek,
investigate and, if the results of such investigation warrant, effect a
business combination with an existing Target Company.
At the date of this Quarterly Report on Form 10-QSB, the Issuer has no
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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.
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 Quarterly Report on Form 10-QSB, 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,
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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. 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.
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/OR FINANCIAL CONDITION
For the information called for by this Item, see the Financial
Statements attached.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
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During the quarter ended August 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 Quarterly Report on Form 10-QSB. 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.
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
None None - 0 -%
All Officers and Directors as a Group - 0 - - 0 -%
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.
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Item 13. EXHIBITS AND REPORTS ON FORM 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on
Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly
authorized.
August 31, 2000
Vast Technologies Holding Corporation
By: /s/ Michael A. Drew
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Michael A. Drew, Director and
Chief Executive Officer
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VAST TECHNOLOGIES HOLDING CORPORATION
Balance Sheets
August 31, 2000
<TABLE>
<CAPTION>
8/31/00
ASSETS
<S> <C>
Cash and cash equivalents $5
Total Assets $5
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $0
Total Liabilities 0
Stockholders' Equity
Serial Preferred Stock, convertible $.0001 par value;
100,000 shares authorized, 0 outstanding at August 31, 2000. 10
Common Stock, $.0001 par value; 50,000,000
shares authorized, 16,444,465 issued and outstanding at
August 31, 2000. 104
Additional Paid-in-Capital 17,063,578
Retained Earnings (Deficit) (17, 063,687)
Total Stockholders' Equity 5
Total Liabilities and Stockholders' Equity $5
</TABLE>
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VAST TECHNOLOGIES HOLDING CORPORATION
Statement of Operations and Retained Earnings (Deficit)
For the Quarter Ended August 31, 2000
<TABLE>
<CAPTION>
8/31/00
<S> <C>
Income
Gross sales $0
Total Income 0
Expenses
General and administrative 0
Total Expenses 0
Net Income 0
Beginning Retained Earnings (Deficit) (17,063,687)
Transfer of retained earnings to increase Common
Stock for Preferred Stock converted 0
Ending retained Earnings (Deficit) (17,063,687)
Weighted Average shares outstanding
during the period 1,038,948
</TABLE>
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VAST TECHNOLOGIES HOLDING CORPORATION
Statement of Cash Flows
For the Quarter Ended August 31, 2000
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<CAPTION>
8/31/00
<S> <C>
Cash Flows From Operating Activities
Net Income $0
Preferred Stock issued for legal services 0
Total adjustments to Net Income 0
Net Cash Provided by Operating Activities 0
Cash Flow From Investing Activities
Proceeds from exercise of stock purchase warrants 5
Net Cash Provided by Financing Activities 5
Net Increase in Cash 5
Cash, Beginning of Period $5 $5
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