AMERICAN COAL CORPORATION
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File number: 33-8067-NY
AMERICAN COAL CORPORATION
(Exact name of registrant as specified in charter)
Nevada 13-3368082
State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
4685 S. Highland Dr., Suite 202, Salt Lake City, UT 84117
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 801 274-1011
Securities registered pursuant to section 12 (b) of the Act: None
Securities registered pursuant to sections 12 (g) of the Act: None
Check whether the Issuer (1 ) filed all reports required to be
filed by section 13 or 15 (d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenue for its most recent fiscal year: $ 0.00
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. The aggregate market value shall
be computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a
specific date within the past 60 days.
At June 30, 2000, the aggregate market value of the voting stock
held by nonaffiliates is undeterminable and is considered to be 0.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of June 30, 2000, the registrant had 51,805 shares of common
stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the part of the form 10-KSB (e.g., part I, part II,
etc.) into which the document is incorporated: (1) Any annual
report to security holders; (2) Any proxy or other information
statement; and (3) Any prospectus filed pursuant to rule 424 (b)
or (c) under the Securities Act of 1933: None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
The Company was incorporated under the laws of the state of Nevada
on July 2, 1986 with authorized common stock of 300,000,000 shares
at a par value of $.001. with the name of Technical Solutions,
Ltd. On July 3, 1989 the name was changed to American Coal
Corporation.
On November 1, 1987 the company issued 12,000 shares of its common
stock in exchange for all of the outstanding shares of American
Coal Corporation, a Virginia corporation. No revenues were ever
realized because operations ceased soon after the acquisition.
On March 25, 1989 the Company acquired all of the outstanding
stock of King Koals, Inc. in exchange for 20,000 common shares of
the Company. King Koals, Inc. ceased operations in 1990, and until
that time was in the business of developing and operating coal
leases.
On August 25, 1998 the Company acquired all of the outstanding
stock of U S Jet, Inc. in a stock for stock exchange. On September
27, 1999 the transaction was retroactively rescinded by court
order. See Item 3.
On August 25, 1998 the Company completed a reverse stock split of
one share for 100 outstanding shares.
As a result of the retroactive rescission of the acquisition of US
Jet, Inc., the majority of the shares issued pursuant to the
AGREEMENT AND PLAN OF MERGER with US Jet were cancelled. See Item
3 and Ex-99.2 to the Company's Form 8-K, filed October 8, 1999.
On October 21, 1999 the Company completed a reverse stock split of
one share for 500 outstanding shares with no certificate being
reversed below 100 shares.
During 1990 the Company abandoned its interest held in the
subsidiary and its efforts to develop and operate mineral leases,
and since that date has remained inactive.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company does not maintain any office nor does it own any
property.
ITEM 3. LEGAL PROCEEDINGS
On August 14, 1998 the Company completed an acquisition and merger
with US Jet, Inc., a private corporation. On May 19, 1999 a
complaint was filed in the Third District Court, Salt Lake County
by a former officer of the Corporation to rescind the merger,
based on misrepresentations and nondisclosure by US Jet. On
September 27, 1999 a default judgement was rendered in favor of
the Company rescinding the August 14, 1998 Agreement and Plan of
Merger between the Company and US Jet, Inc., in the matter of
Jennifer Ngo v. US Jet, Inc., Kenneth R DeBree and Paul A Price,
Civil Number 990905347, and restoring the Company to its condition
immediately preceding the merger. Subsequently, Mr. DeBree filed a
Motion to Set Aside the Default Judgement, which was not ruled
upon. The parties ultimately entered into an Agreement Rescinding
and Terminating Merger, Release and Indemnification on March 13,
2000, resolving all disputes between the parties, and confirming
the rescission of the August 14, 1998 merger.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company
during the fiscal year ended June 30, 2000.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
During the past five years there has been no established trading
market for the Company's common capital stock. Since its
inception, the Company has not paid any dividends on its common
stock, and the Company does not anticipate that it will pay
dividends in the foreseeable future. At June 30, 2000, the Company
had 176 shareholders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR
OPERATION
Since discontinuing operations, the Company has had no business
operations. The Company intends to take advantage of any
reasonable business proposal presented which management believes
will provide the Company and its stockholders with a viable
business opportunity. The board of directors will make the final
approval in determining whether to complete any acquisition, and
unless required by law, the articles of incorporation or bylaws or
by contract, shareholders' approval will not be sought.
Currently, management is not able to determine the time or
resources that will be necessary to complete the participation in
or acquisition of any future business prospect.
Liquidity and Capital Resources
As of June 30, 2000, the Company had no assets to pay its
liabilities.
Results of Operations
Since the Company ceased operations in 1990, its only activity to
date involves the investigation of potential business
opportunities.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are included following the
signature page of this form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures of
financial disclosure. See the Company's Form 8-K, filed October 8,
1999.
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.
The following table sets forth as of June 30, 2000, the name, age,
and position of each executive officer and director and the term
of office of each director of the Company.
Name Age Position Director and/or
Officer Since
Jennifer Ngo 27 Secretary/Director 1997
President 1999
Each director of the Company serves for a term of one year and
until his successor is elected at the Company's annual
shareholders' meeting and is qualified, subject to removal by the
Company's shareholders. Each officer serves, at the pleasure of
the board of directors, for a term of one year and until his
successor is elected at the annual meeting of the board of
directors and is qualified.
Set forth below is certain biographical information regarding each
fo the Company's executive officers and directors.
Jennifer Ngo Ms. Ngo is a graduate of the University of Utah
with dual Baccalaureates in English and
Microbiology along with a minor in International
Economics. She has extensive experience working
with public and private companies, ranging from
start-ups to fully established operations.
Except as indicated below, 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 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.
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) Was the subject of any order, judgement 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, judgement, 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 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 judgement in
such civil action findings 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 judgement in such
civil action or filing by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
Since the Company ceased operations in 1990, other than as set
forth below, the Company knows of no person, who at any time
during the subsequent fiscal years, was a director, officer,
beneficial owner of more than ten percent of any class of equity
securities of the registrant registered pursuant to Section 12
("Reporting Person"), that failed to file on a timely basis any
reports required to be furnished pursuant to Section 16(a). Based
upon a review of Forms 3 and 4 furnished to the registrant under
Rule 16a-3(d) during its most recent fiscal year, other than
disclosed below, the registrant knows of no Reporting Person that
failed to file the required reports during the most recent fiscal
year or prior years.
The following table sets forth as of June 30, 2000, the name and
position of each Reporting Person that failed to file on a timely
basis any reports required pursuant to Section 16(a) during the
most recent fiscal year or prior years.
Name Position Report to be Filed
Jennifer Ngo President/Secretary/ Form 4, Form 5
Director
ITEM 10. EXECUTIVE COMPENSATION
Cash Compensation
There was no cash compensation paid to any director or executive
officer of the Company during the fiscal years ended June 30,
2000, 1999, and 1998.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
None.
Other Compensation
None.
Compensation of Directors
None.
Termination of Employment and Change of Control Arrangement
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 changing in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of June 30, 2000, the name and
address and the number of shares of the Company's Common Stock,
par value $0.001 per share, held of record or beneficially by each
person who held of record, or was known by the Company to own
beneficially, more than 5% of the 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 a group.
Name of Person Nature of Number of
or Group Ownership (1) Shares Owned Percent
-------------- ------------- ------------ -------
Officers and Directors
and Principal Shareholders:
Jennifer Ngo Direct 20,200 43%
All Officers and Directors
as a Group (1 person) Direct 20,200 43%
(1) All shares owned directly are owned beneficially and of
record, and such shareholder has sole voting, investment, and
dispositive power, unless otherwise noted.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others
Other than the issuance of 20,000 shares to the Company's
president on October 21, 1999 in exchange for services performed
by the president, there were no material transactions, or series
of similar transactions, since the beginning of the Company's last
fiscal year, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be party,
in which the amount involved exceeds $60,000, and in which any
director or executive officer, or any securities holder who is
known by the Company to own of record or beneficially more than
5% of any class of the Company's common stock, or any member of
the immediate family of any of the foregoing persons, has an
interest.
Indebtedness of Management
There were not material transactions, or series of similar
transactions, since the beginning of the Company's last fiscal
year, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in
which the amount involved exceeds $60,000 and in which any
director or executive officer, or any security holder who is known
to the Company to own of record or beneficially more than 5% of
any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
Transactions with Promoters
The Company was organized more than five years ago, therefore
transactions between the Company and its promoters or founders are
not deemed to be material. There were no transactions between the
Company and any promoters or founders during the twelve months that
are the subject of this report.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. The following financial statements
are included in this report:
Report of Anderson, Anderson & Strong, Certified Public
Accountants
Balance Sheets as of June 30, 2000 and June 30, 1999
Statements of Operations for years ended June 30, 2000, 1999 and
1998
Statements of Changes in Stockholders' Equity for the period from
July 2, 1986 to June 30, 2000
Statements of Cash Flows for the years ended June 30, 2000, 1999
and 1998
Notes to Financial Statements
(a)(2) Financial Statements Schedules. The following financial
statement schedules are included as a part of this report:
None.
(a)(3) Exhibits. The following exhibits are included as part of
this report by reference:
None.
(b) Reports on Form 8-K
Change in Control of Registrant filed October 8, 1999 incorporated
by reference.
Exhibits Description
-------- -----------------------
EX-27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
AMERICAN COAL CORPORATION
Date: September 28, 2000 By: /s/
----------------------
Jennifer Ngo, President and
Director
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
BALANCE SHEETS
June 30, 2000 and June 30, 1999
<CAPTION>
June 30, June 30,
2000 1999
------- -------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- --------
Total Current Assets $ - $ -
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $14,928 $12,848
------- --------
Total Current Liabilities 14,928 12,848
------- --------
STOCKHOLDERS' EQUITY
Common stock
300,000,000 shares authorized,
at $0.001 par value;
51,805 shares issued and
outstanding on June 30, 2000;
9,837 on June 30, 1999 52 10
Capital in excess of par value 72,464 62,506
Deficit accumulated during the
development stage (87,444) (75,364)
-------- --------
Total Stockholders'
Equity (Deficiency) $(14,928) $(12,848)
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
STATEMENTS OF OPERATIONS
For the Years Ended June 30, 2000, 1999 and 1998
and the Period July 2, 1986
(Date of Inception) to June 30, 2000
<CAPTION>
July 2, 1986
(Date of
Inception) to
2000 1999 1998 June 30, 2000
------ ------ ------ -------------
<S> <C> <C> <C> <C>
SALES $ - $ - $ - $2,850,562
COST OF SALES - - - 2,418,648
------ ------ ------ ---------
Gross Profit - - - 431,914
EXPENSES 12,080 8,315 5,773 519,358
------ ------ ------ ---------
NET LOSS $(12,080) $(8,315) $(5,773) $ (87,444)
====== ====== ====== =========
NET LOSS PER COMMON SHARE
Basic $ (.20) $ (.84) $(29.15)
======= ======= ======
AVERAGE OUTSTANDING SHARES
Basic 51,805 9,837 198
====== ======= ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period July 2, 1986 (Date of Inception)to June 30, 2000
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
------ ------ ---------- -----------
<S> <C> <C> <C> <C>
Balance
July 2, 1986 - $ - $ - $ -
(Date of inception)
Issuance of common
stock for cash
at $.10 - 1986 120 - 6,000 -
Issuance of common
stock for cash-
net of issuance costs
- 1987 - at $6.39 14 - 44,701 -
Net operating income
for the period ended
June 30, 1987 - - - 331
Issuance of common
stock for all of the
outstanding stock of
American Coal Corp -
value unknown-1987 24 - - -
Contribution to capital -
expenses - 1998 - - 5000 -
Net operating loss
for the year ended
June 30, 1998 - - - (48,949)
Issuance of common
stock for all of the
outstanding stock of
King Koals, Inc. -
1989 - at $.10 40 - 2,000 -
Net operating loss
for the year ended
June 30, 1989 - - - (169,294)
Net operating income
for the year ended
June 30, 1990 - - - 160,211
Net operating loss
for the year ended
June 30, 1997 - - - (3,575)
Net operating loss
for the year ended
June 30, 1998 - - - (5,773)
--------- ------- -------- --------
Balance
June 30, 1998 198 $ - $ 57,701 $(67,049)
Issuance of common
stock for failed
merger - Note 9,630 10 4,805 -
Issuance of
additional common
stock resulting
from reverse stock
split - August 25,
1998 - Note 1 9 - - -
Net operating loss
for year ended
June 30, 1999 - - - (8,315)
--------- ------- -------- --------
Balance
June 30, 1999 9,837 $ 10 $ 62,506 $(75,364)
Issuance of common
stock for services 20,000 20 9,980 -
Issuance of
additional common
stock resulting
from reverse stock
split - October 21,
1999 - Note 1 21,968 22 (22) -
Net operating loss
for the year ended
June 30, 2000 - - - (12,080)
--------- ------- -------- --------
Balance
June 30, 2000 51,805 $ 52 $72,464 $(87,444)
========= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
AMERICAN COAL CORPORATION
( Development Stage Company )
STATEMENT OF CASH FLOWS
For the Years Ended June 30, 2000, 1999 and 1998
and the Period July 2, 1986 (Date of Inception)
to June 30, 2000
<CAPTION> July 2, 1986
(Date of
Inception) to
2000 1999 1998 June 30, 2000
------- ------- ------ ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(12,080) $(8,315) $(5,773) $(87,444)
Adjustments to
reconcile net loss
to net cash provided
by operating activities
Loss in investments - - - 2,000
Loss on failed merger - 4,815 - 4,815
Change in accounts
payable 2,080 3,500 5,773 14,928
Issuance of capital
stock for expenses 10,000 - - 10,000
------ ----- ----- ------
Net Cash from
Operations - - - (55,701)
------ ----- ----- ------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - -
------ ----- ----- ------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance
of common stock - - - 55,701
------ ----- ----- ------
Net Increase (Decrease)
in Cash - - - -
Cash at Beginning
of Period - - - -
------ ----- ----- ------
Cash at End of
Period $ - $ - $ - $ -
====== ===== ===== ======
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 24 shares of common stock
for stock of American Coal Corp - 1987 $ -
-----
Issuance of 40 shares of common stock
for stock of King Koals, Inc. - 1989 2,000
-----
Contribution to capital - expenses - 1988 5,000
-----
Issuance of 20,000 shares of common stock
for services rendered by officer - 1999 10,000
------
</TABLE>
The accompanying notes are an integral part of these financial statements.
AMERICAN COAL CORPORATION
(A Development Stage Company )
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on July
2, 1986 with authorized common stock of 300,000,000 shares at a par value
of $.001. with the name of Technical Solutions, Ltd. On July 3, 1989 the
name was changed to American Coal Corporation.
On March 25, 1989 the Company acquired all of the outstanding stock of King
Koals, Inc. in exchange for 40 common shares of the Company. King Koals,
Inc. ceased operations in 1990, and until that time was in the business of
developing and operating coal leases.
On August 25, 1998 the Company acquired all of the outstanding stock of U S
Jet, Inc. in a stock for stock exchange. On September 27, 1999 the
transaction was retroactively rescinded by court order. (Note 3)
On August 25, 1998 the Company completed a reverse stock split of one share
for 100 outstanding shares. This report has been prepared showing after
stock split shares from inception.
On October 21, 1999 the Company completed a reverse stock split of one
share for 500 outstanding shares with no certificate being reversed below
100 shares. This report has been prepared showing after stock split shares
from inception.
The Company has been in the development stage since inception and has been
engaged in the business of seeking mineral leases for potential
development. During 1990 the Company abandoned its interest held in the
subsidiary and its efforts to develop and operate mineral leases, and since
that date has remained inactive.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On June 30, 2000, the Company had net operating losses carry forward of
$87,444. The tax benefit from the loss carry forwards have been fully
offset by a valuation reserve because the use of the future tax benefit is
undeterminable since the Company has no operations. The loss carry forwards
expire starting in years 2004 though 2021.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding.
Financial instruments
The carrying amounts of financial instruments, including accounts payable,
are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these financial statements.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130.
The adoption of this standard had no impact on the total stockholders'
equity.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. ACQUISITION AND RETROACTIVE RECISSION OF US JET, INC.
On August 14, 1998 the Company completed an acquisition and merger with
U.S. Jet, a private corporation. On May 19, 1999 a complaint was filed in
the Third District Court, Salt Lake County by a former officer of the
Corporation to rescind the merger, based on misrepresentations and
nondisclosure by U.S. Jet. On September 27, 1999 a default judgement was
rendered in favor of the Company rescinding the August 14, 1998 Agreement
and Plan of Merger between the Company and U.S. Jet, Inc., in the matter of
Jennifer Ngo v. U.S. Jet, Inc., Kenneth R. Debree and Paul A. Price, Civil
Number 990905347, and restoring the Company to its condition immediately
preceding the merger. Subsequently, Mr. Debree filed a Motion to set aside
the default judgement, which was not ruled upon. The parties ultimately
entered into an agreement rescinding and terminating the merger release and
indemnification on March 13, 2000, resolving all disputes between the
parties, and confirming the rescission of the August 14, 1998 merger.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company
however, the Company does not have the working capital to be successful in
its effort.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed
a strategy, which it believes will accomplish this objective through
additional equity funding which will enable the Company to operate for the
coming year, however there is no assurance that the Company will be able to
obtain this objective.
5. RELATED PARTY TRANSACTIONS
Related parties own 43% of the outstanding common capital stock.
