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FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
EPICURE INVESTMENTS, INC.
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(Name of Small Business Issuer in its charter)
FLORIDA 59 1997186
- ----------------------------------- --------------------------------------
(State or other jurisdiction of (I. R. S. Employer Identification No.)
incorporation or organization)
36 KLEIN RD. WILLIAMSVILLE, NY 14221
- ---------------------------------------- --------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (716) 689-4033 FAX (716) 689-831O
--------------- -------------------
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
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Securities to be registered pursuant to Section 12(g) of the Act.
4,265,500 SHARES OF $ .001 PAR COMMON STOCK
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<PAGE> 2
PART I
BUSINESS
Epicure Investments, Inc. (the "Company") was incorporated in May,
1980, in the State of Florida. The Company was a hotel and restaurant operation
from 1980 until October 1, 1990, when Management decided to sell its assets and
cease operations.
The Company has had no operations since 1990. Management has
maintained the legal existence of the corporation with a view to its subsequent
combination with a yet to be identified private corporation engaged in any area
of business.
Executive offices are located at the residence of the principal
shareholder at 36 Klein, Williamsville, N.Y. 14221 Telephone (716) 689-4033.
MANAGEMENT'S PLAN OF OPERATION
The Company has had no revenues from operations, nor conducted any
operating activities, since October, 1990.
Management's plan of operation is to maintain the legal status of the
corporation with a view to its subsequent combination with a yet to be
identified privately-held company engaged in any area of business. Applicable
federal and state reports, tax returns, etc. have been and will be filed to
maintain the legal existence of the Company until Management can determine a
suitable merger candidate. Any cash requirements to maintain the legal corporate
existence will be funded by the principal shareholder.
PROPERTY
The Company owns no assets.
(1)
<PAGE> 3
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of common stock of
the Company owned beneficially by each person owning more than 5% of the
outstanding shares of the Company and by all directors and officers individually
and as a group.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
-------------- ------------------------------- ----------------- -------
Title of Class Name and Address of Amount and Nature Percent
Beneficial Owner of Beneficial Owner of Class
-------------- ------------------------------- ----------------- -------
<S> <C> <C> <C>
Common Casimer J. Jaszewski, President 2,454,780 shares 86%
36 West Klein
Williamsville, N.Y. 14221
Common All officers and directors
as a Group (3 persons) 2,469,380 shares 86.7%
</TABLE>
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
The names and ages of the directors and executive officers of the
Company are:
<TABLE>
<CAPTION>
Name Age Position
- --------------------------- --- --------
<S> <C> <C>
Casimer J. Jaszewski 73 President, Director
Patrick F. Jaszewski 43 V. President, Director
Hella T. Jaszewski 65 Secretary, Director
</TABLE>
Casimer J. Jaszewski since 1993 has been President and Director of
Poly-Eko Systems, Inc., an import/export firm that distributes high density
polyethylene pipe in Poland and is in developmental stage to produce pipe in
Poland.
Patrick F. Jaszewski, retired, and Hella T. Jaszewski, housewife, are
the son and spouse of Mr. Casimer J. Jaszewski, resp.
All officers and directors hold office for one year and until the
election of their successors. Directors receive no compensation for serving on
the board. Officers are elected annually by the board of directors and serve at
the discretion of the board and until successors are elected. All officers were
elected on March 22, 1999.
(2)
<PAGE> 4
EXECUTIVE COMPENSATION
There is no executive compensation paid as the Company has no assets
and conducts no operations. There are no options granted nor other indirect
compensation arrangements between the Company and Management.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The President has personally paid minor costs and fees to states to
maintain the legal existence of the Company which is not nor will be a liability
of the Company. There has been over the past two years no other transactions
between the Company and Management or others as the Company has no assets and
has conducted no operations during this period.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 20,000,000 shares of common stock,
par value of $.001 per share, of which 2,848,833 (4,265,500 shares issued less
1,416,667 shares in treasury) are presently issued and outstanding. Outstanding
shares of common stock are fully paid and non-assessable.
GENERAL
Each share of common stock is entitled to one vote. No cumulative
voting for the election of directors is permitted. Therefore, officers and
directors of the Company who either own or beneficially control approximately
86.7% of the Company's outstanding common stock are in a position to effectively
elect all of the Company's directors and control the affairs of the Company.
Holders of common stock do not have any pre-emptive or conversion
rights to subscribe for additional shares and are not subject to redemption. In
the event of liquidation, dissolution or winding up of the affairs of the
company, all shareholders are entitled to a pro rata distribution of the assets
of the Company after payment of liabilities.
TRANSFER AGENT
The transfer agent for the Company's common stock is American Registrar
& Transfer Co. at 342 East 900 South, Box 1798, Salt Lake City, Utah, 84110.
(3)
<PAGE> 5
PART II
MARKET INFORMATION OF AND DIVIDENDS ON COMMON STOCK
AND RELATED SHAREHOLDER MATTERS
MARKET INFORMATION
There is no public trading market for the Company's stock.
There are no outstanding options, warrants or convertible securities to
purchase common stock of the Company.
The Company has previously registered 1,797,097 shares of common stock
under an Offering which went effective on October 31, 1989, resulting from an
S-1 Registration Statement filed with the Securities and Exchange Commission.
These shares consist of 380,430 outstanding shares owned by certain
shareholders, and 1,416,667 treasury shares.
Of the 380,430 unrestricted shares as discussed above, 14,600 shares
are now "control" stock within the meaning of Rule 144 under the Securities Act
of 1933 (the Act). This control stock +as well as the remaining 2,468,403
outstanding shares, or a total of 2,483,003 shares, are eligible for sale in the
public market in reliance upon Rule 144 under the Act, an exemption under Rule
144 or another exemption from registration.
HOLDERS
There are approximately 1000 shareholders owning approximately 379,453
outstanding shares of the Company. None of these holders, within the past three
years, have held any position, office or other material relationship with the
Company nor any predecessors or affiliates.
There are 3 shareholders owning 2,469,380 outstanding shares as more
fully described in "Security Ownership..." above, who are officers and directors
of the Company.
DIVIDENDS
The holders of common stock are entitled to share ratably in dividends
when and as declared by the board of directors out of funds legally available
thereof. The Company intends to retain any future earnings for use in its
operations and therefore does not expect to pay any cash dividends in the
foreseeable future.
(4)
<PAGE> 6
LEGAL PROCEEDINGS
There are no legal proceedings of any material nature against the
Company, or of which the Company is party.
CHANGES AND DISAGREEMENTS WITH ACCOUNTANT'S
There have been no changes or disagreements with the Company outside
auditors during the past three years. The Company has not engaged auditors
during this period, except for the audit of the financial statements included
herein, since it is not a reporting entity and had no operations.
RECENT SALES OF UNREGISTERED SECURITIES
There have been no sales of the Company's common stock, registered or
unregistered, over the past three years.
Refer to the Footnotes to the Financial Statements enclosed herein
(F/S-5) for the disclosure of a Recission Offer liability of the Company related
to 9500 shares of common stock traded in the over-the-counter market in January
to March 1988 which may not have been in compliance with federal and state
securities laws at that time.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
There are no arrangements that indemnifies a controlling person,
officer or director of the Company or that affects his or her liability in that
capacity.
(5)
<PAGE> 7
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountant.........................F/S-1
Balance Sheets-December 31, 1999, June 30, 1999, June 30, 1998,
June 30, 1997.............................................................F/S-2
Statement of Income and Accumulated Deficit for the six months ended
December 31, 1999 and years ended June 30, 1999, June 30, 1998,
June 30, 1997.............................................................F/S-3
Cash Flow Statement for the six months ended December 31, 1999
And years ended June 30, 1999, June 30, 1998, June 30, 1997...............F/S-4
Notes to Financial Statements..........................................F/S-5 to F/S-6
</TABLE>
(6)
<PAGE> 8
REPORT OF INDEPENDENT ACCOUNTANT
-----------------------------------------------------
To the Board of Directors and Stockholders of
Epicure Investments, Inc. (An Inactive Company)
I have audited the accompanying balance sheets of Epicure Investments, Inc. (An
Inactive Company) as of June 30, 1997, 1998 and 1999, and December 31, 1999 and
the related statements of income, accumulated deficit, and cash flows for the
periods then ended. 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
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
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 Epicure Investments, Inc. (An
Inactive Company) as of June 30, 1997, 1998 and 1999, and December 31, 1999, and
the results of its operations, accumulated deficit and its cash flows for the
periods then ended in conformity with generally accepted accounting principles.
/s/ Gary Kriner, CPA
Gary Kriner, CPA
Williamsville, N.Y.
March 24, 2000
F/S-1
<PAGE> 9
EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
-----------------------------------------------------------
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, June 30, June 30, Dec. 31
1997 1998 1999 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Total assets $ - $ - $ - $ -
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Recission offer payable $ 8,943 $ 9,543 $ 10,143 $ 10,443
(Note 2)
Total liabilities 8,943 9,543 10,143 10,443
----------- ----------- ----------- -----------
Stockholders' equity:
Capital stock - $.001 par value;
20,000,000 shs. auth
4,265,500 issued & outst 4,266 4,266 4,266 4,266
Additional paid-in capital 4,420,382 4,420,382 4,420,382 4,420,382
Treasury stock (1,416,667
Shs. at cost) (242,500) (242,500) (242,500) (242,500)
Accumulated deficit (4,191,091) (4,191,691) (4,192,291)
----------- ----------- ----------- -----------
Total stockholders' equity (8,943) (9,543) (10,143) (10,443)
----------- ----------- ----------- -----------
Total liabilities and
stockholders' equity $ - $ - $ - $ -
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F/S-2
<PAGE> 10
EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
-----------------------------------------------------------
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Years Ended
-------------------------------------------------- Six mos. end
June 30, June 30, June 30, December 31,
1997 1998 1999 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest expense $ 600 $ 600 $ 600 $ 300
----------- ----------- ----------- -----------
Net Loss $ (600) $ (600) $ (600) $ (300)
Accumulated Deficit,
beginning (4,190,491) (4,191,091) (4,191,691) (4,192,291)
----------- ----------- ----------- -----------
Accumulated Deficit,
end of period $(4,191,091) $(4,191,691) $(4,192,291) $(4,192,591)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
F/S-3
<PAGE> 11
EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
-----------------------------------------------------------
CASH FLOW STATEMENT
<TABLE>
<CAPTION>
Years Ended
-------------------------------------------- Six mos. end
June 30, June 30, June 30, December 31,
1997 1998 1999 1999
-------- --------- --------- ------------
<S> <C> <C> <C> <C>
The Company effected no cash
transactions during its inactive period.
</TABLE>
The accompanying notes are an integral part of these financial statements
F/S-4
<PAGE> 12
EPICURE INVESTMENTS, INC.
(AN INACTIVE COMPANY)
-----------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
---------------------------------------------------
1. The Company and Basis of Presentation
Epicure Investments, Inc., a Florida corporation incorporated in May,
1980, is an inactive company. The Company has no assets and minimal liabilities
related to its publicly-held stock (see Note 2). Epicure, however, was duly
organized under the laws of the State of Florida and is current with applicable
reports to the Department of State thereto.
Epicure historically did own and operate the Crown Hotel in Inverness,
Florida, but ceased operations and became insolvent when assets were sold on
October 1, 1990, and liabilities were extinguished, forgiven or paid immediately
thereafter.
The Company, therefore, conducted no operations for the period reported
upon herein. The Company's fiscal year ends June 30.
2. Recission Offer Payable
9500 shares of common stock of the Company traded in the
over-the-counter market in January to March 1988, and may not have been in
compliance with federal and state securities laws at that time. Concurrently
with an Offering which went effective October 31, 1989, resulting from the
filing of a Registration Statement with the Securities and Exchange Commission,
the Company commenced a Recission Offer more fully described in the Registration
Statement, whereby the Company offered to purchase all shares owned by
shareholders who traded in the applicable period. Three shareholders who
purchased collectively 2000 shares properly accepted the Recission Offer and are
due the purchase price of the applicable shares plus interest at 6% per annum.
The Company became insolvent before this liability was paid. The potential
liability is recorded at $4,134 plus interest to the date of report. The
interest related thereto is the only current expense of the Company and is
approximately $600 per annum.
F/S-5
<PAGE> 13
3. Income taxes
The Company has net operating losses available for carryover to future
years subject to substantive restrictions under the I.R.C.. Deferred tax assets
related thereto are offset in full by a valuation allowance given uncertainties
as to realization of the future benefits.
4. Contingent Liabilities
a. The Company has recognized a liability to certain shareholders
resulting from the Recission Offer discussed in Note 2. Notwithstanding, the
Company may have continuing liability under the 1933 Securities Act and state
securities laws for an undetermined period to any shareholder who purchased
shares during the period in question who did not accept the Recission Offer
(total of 7500 shares). Shareholders who do not participate in a recission offer
may still make a claim for damages. Management is not aware that any affected
shareholders have filed any claim for damages. Management believes these
unasserted claims are both remote and immaterial.
b. The Company in 1990 sold all of its operating assets while it was a
going concern and decided to cease operations. The proceeds from the sale of
assets was insufficient to pay all liabilities. Secured or judgment creditors
were paid in full; unsecured creditors were paid pro rata from the remaining
proceeds. Previous management at that time negotiated with each unsecured
creditor for a period of time after the asset sale. The Company then finally
wrote off all of the remaining unpaid liabilities as forgiveness of debt income
as the Company was insolvent. As of the reporting date herein, there are no
outstanding judgments, liens, etc. to Management's knowledge resulting from
these or any other unpaid liabilities of the Company. Management believes these
unasserted claims are remote.
F/S-6
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Epicure Investments, Inc.
Date: 3/24/00 By: /s/ Casimer J. Jaszewski
--------------- -----------------------------------
Casimer J. Jaszewski, President
