<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2000
----------------
Fantasticon, Inc.
----------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-19061 87-0403330
------------------------------ ----------- -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
17117 W. Nine Mile Road, Suite 1515, Southfield, MI 48075
--------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248)569-3188
-------------
Santa Maria Resources, Inc.
---------------------------------------------
Former name or former address, if changed since last report
<PAGE>
Item 1. Changes in Control of Registrant.
--------------------------------
See response to Item 2.
Item 2. Acquisition or Disposition of Properties.
----------------------------------------
On October 12, 2000, Fantasticon.com, Inc., a Nevada corporation (formerly
Santa Maria Resources, Inc. ("Santa Maria")) (the "Registrant"), consummated a
merger pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of September 1, 2000 by and among Santa Maria and Fantasticon.com,
Inc., a Nevada corporation ("Merger Sub"), and Fantasticon.com, Inc., a Delaware
corporation ("Fantasticon.com"), Madman Backstage Productions, Inc., a Michigan
corporation ("Madman"), and Impact Interactive, Inc., a Michigan corporation
("Impact"). Pursuant to the Merger Agreement, Fantasticon.com, Madman and Impact
merged with and into Merger Sub (the "Merger"), with Merger Sub surviving as the
wholly-owned subsidiary of Santa Maria. Pursuant to the Merger Agreement, Santa
Maria changed its name to Fantasticon, Inc., and effected a 1:2 reverse split of
its outstanding capital stock that became effective October 18, 2000.
Pursuant to the terms and conditions of the Merger Agreement, all
outstanding shares of capital stock of each of Fantasticon.com, Madman and
Impact (the "FM&I Capital Stock") were converted into an aggregate of 6.5
million shares (post 1:2 split) of common stock of Registrant. The FM&I Capital
Stock was then cancelled. Upon consummation of the Merger, Registrant had
9,500,291 shares outstanding, and is obligated to issue up to an additional 1.5
million shares, plus warrants for up to an additional 500,000 shares, upon
consummation of a private placement to be effected in connection with the
Merger.
A copy of the joint press release issued in connection with the closing of
the transaction, dated October 18, 2000, is attached hereto as Exhibit 99.1 and
is hereby incorporated by reference.
Item 5. Other Events.
------------
In connection with the Merger, Santa Maria changed its name to Fantasticon,
Inc. pursuant to the Articles of Amendment to the Articles of Incorporation of
the Company filed on October 2, 2000 with the Secretary of State of the State of
Nevada. Effective October 18, 2000 the trading symbol for Registrant's shares,
as quote through the OTC Bulletin Board, was changed to FTST.OB. Effective from
October 12, 2000, the Company's principal executive offices are located at 17117
W. Nine Mile Road, Suite 1515, Southfield, MI 48075, and its telephone number is
(248) 569-3188.
Also in connection with the Merger, the former officers and directors of
the Registrant resigned and will be replaced by appointees of Fantasticon.com,
Madman and Impact. Henry T. Mayers has been appointed a director of Fantasticon,
Inc., and will serve as its President and Chief Executive Officer. The company
is currently interviewing candidates for additional board and officer positions
and expects to fill at least two additional director positions in the near term.
2
<PAGE>
Item 7. Financial Statements.
--------------------
(a) Financial Statements of Business Acquired.
See Index to Financial Statements.
(b) Pro Forma Financial Information.
To be filed by amendment.
(c) Exhibits.
10.1* Agreement and Plan of Merger dated as of September 1, 2000 by
and between Santa Maria Resources, Inc., Fantasticon.com, Inc.
(Nevada), and Fantasticon.Com, Inc. (Delaware), Madman Backstage
Productions, Inc., and Impact Interactive, Inc.
99.1* Joint Press Release of Fantasticon.com, Inc. and Santa Maria
Resources, Inc. relating to the consummation of the Merger.
-----------
* Previously filed.
3
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amended Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 27, 2000 FANTASTICON, INC.
By: \s\ Henry T. Mayers
-------------------------------------
Name: Henry T. Mayers
Title: President and Chief Executive Officer
4
<PAGE>
FantastiCon.com, Inc.
and Affiliates
============================
Combined Financial
Report
December 31, 1999
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Index to Financial Statements
<TABLE>
<S> <C>
Independent Auditor's Report Letter F-1
Financial Statements
Combined Balance Sheet as of December 31, 1999 and 1998 F-2
Combined Statement of Operations for the Years Ended December 31,
1999 and 1998 F-3
Combined Statement of Changes in Stockholders' Equity (Deficit)
for the Years Ended December 31, 1999 and 1998 F-4
Combined Statement of Cash Flows for the Years Ended December 31,
1999 and 1998 F-5
Notes to Combined Financial Statements F-6 to F-11
</TABLE>
<PAGE>
Independent Auditor's Report
To the Board of Directors
FantastiCon.com, Inc., FantastiCon.com, L.P., Madman Backstage Productions, Inc.
and Impact Interactive, Inc.
We have audited the accompanying combined balance sheet of FantastiCon.com,
Inc., FantastiCon.com, L.P., Madman Backstage Productions, Inc. and Impact
Interactive, Inc. (collectively, the "Combined Companies") as of December 31,
1999 and 1998 and the related combined statements of operations, changes in
stockholders' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Combined Companies'
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of FantastiCon.com, Inc.,
FantastiCon.com, L.P., Madman Backstage Productions, Inc. and Impact
Interactive, Inc. at December 31, 1999 and 1998 and the combined results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Combined Companies will continue as a going concern. As discussed in Note 9 to
the financial statements, the Combined Companies have incurred substantial
losses from operations since inception that raise substantial doubt about the
Combined Companies' ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 9. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Plante & Moran, LLP
Southfield, Michigan
December 11, 2000
F-1
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Combined Balance Sheet
<TABLE>
<CAPTION>
December 31
---------------------
1999 1998
--------- --------
<S> <C> <C>
Assets
Current Assets
Accounts receivable - Trade $ 10,049 $ 31,283
Deferred income taxes 3,500 15,000
--------- --------
Total current assets 13,549 46,283
Equipment and Software - Net of
accumulated depreciation of
$124,818 and $90,823 as of
December 31, 1999 and 1998 80,863 97,725
Other Assets
Accounts receivable - Officers 54,212 48,108
Other assets 7,983 11,096
--------- --------
Total assets $ 156,607 $203,212
========= ========
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Notes payable - Current portion $ 106,695 $ 67,072
Capital lease obligations - Current portion 26,767 31,204
Bank overdraft 2,124 3,563
Accounts payable 80,066 68,442
Accrued liabilities 61,508 24,491
Income taxes payable 41,000 40,800
--------- --------
Total current liabilities 318,160 235,572
Notes Payable - Net of current portion 124,467 4,891
Capital Lease Obligations - Net of
current portion 33,596 56,031
Stockholders' Equity (Deficit)
Common stock 1,102 1,100
Paid-in capital 62,469 31,900
Stock subscription receivable (1,500) -
Accumulated deficit (381,687) (126,282)
--------- --------
Net deficit in equity (319,616) (93,282)
--------- --------
Total liabilities and net deficit
in equity $ 156,607 $203,212
========= ========
</TABLE>
See Notes to Combined Financial Statements.
F-2
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Combined Statement of Operations
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1999 1998
--------- --------
<S> <C> <C>
Net Revenue $ 138,325 $440,087
Cost of Revenue 197,589 308,479
--------- --------
Gross Profit (Deficit) (59,264) 131,608
Selling, General and Administrative Expenses 129,312 98,019
Operating Income (Loss) (188,576) 33,589
Other Expenses
Interest expense 42,108 34,631
Other (income) expense 4,021 (4,037)
--------- --------
Total other expenses 46,129 30,594
--------- --------
Income (Loss) - Before income taxes (234,705) 2,995
Income Taxes 11,700 39,900
--------- --------
Net Income (Loss) $(246,405) $(36,905)
========= ========
Pro Forma Basic and Diluted Loss Per
Share (Note 2) $ (0.04) $ (0.01)
========= ========
</TABLE>
See Notes to Combined Financial Statements. F-3
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Combined Statement of Changes in Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Total
Stock Stockholders'
Common Paid-in Subscription Accumulated Equity
Stock Capital Receivable Deficit (Deficit)
-------- ------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance - January 1, 1998 1,100 31,900 - (89,377) (56,377)
Net loss - - - (36,905) (36,905)
-------- ------- ------- --------- ---------
Balance - December 31, 1998 1,100 31,900 - (126,282) (93,282)
Issuance of stock 2 60,569 (1,500) - 59,071
Partnership interest redemption - (30,000) - (9,000) (39,000)
Net loss - - - (246,205) (246,405)
-------- ------- ------- --------- ---------
Balance - December 31, 1999 $ 1,102 $62,469 $(1,500) $(381,687) $(319,616)
======== ======= ======= ========= =========
</TABLE>
See Notes to Combined Financial Statements.
F-4
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Combined Statement of Cash Flows
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1999 1998
---------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (246,405) $ (36,905)
Adjustments to reconcile net loss
to net cash from operating activities:
Depreciation and amortization 33,995 29,108
Stock compensation 13,623 -
Deferred tax expense (benefit) 11,500 (1,700)
Decrease (increase) in assets:
Accounts receivable - Trade 21,234 (11,351)
Accounts receivable - Other - 19,085
Other assets 3,113 (17,963)
Increase (decrease) in liabilities:
Accounts payable 11,624 17,175
Accrued liabilities 37,017 13,267
Income taxes payable 200 41,000
---------- ---------
Net cash provided by (used in)
operating activities (114,099) 51,716
Cash Flows from Investing Activities:
Purchase of equipment and software (7,190) (9,656)
Advances to Officers (6,104) (15,144)
---------- ---------
Net cash used in investing activities (13,294) (24,800)
Cash Flows from Financing Activities:
Bank overdraft (1,439) 3,563
Net proceeds (payments) on notes payable -
line of credit (10,141) (7,209)
Proceeds from issuance of notes payable 150,340 -
Payments on capital lease obligations (26,872) (27,860)
Proceeds from issuance of common stock 15,505 -
---------- ---------
Net cash provided by (used in)
financing activities 127,393 (31,506)
---------- ---------
Net Decrease in Cash - (4,590)
Cash - Beginning of period - 4,590
---------- ---------
Cash - End of period $ - $ -
========== =========
</TABLE>
See Notes to Financial Statements. F-5
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Notes to Combined Financial Statements
December 31, 1999 and 1998
Note 1 - Nature of Business, Initial Capitalization and Organization
FantastiCon.com, L.P. (the "Partnership") was formed in November 1997.
FantastiCon.com, Inc. ("FantastiCon") was formed on July 2, 1999
through the contribution of assets and the assumption of liabilities of
the Partnership under an agreement (the "Contribution Agreement").
FantastiCon issued 100 shares of common stock and assumed $211,787 of
liabilities, principally notes payable and accounts payable-
stockholders, in exchange for all the tangible and intangible assets of
the Partnership. The assets contributed and liabilities assumed were
recorded by FantastiCon at their historical cost since the entities
that were parties to the Contribution Agreement were under common
control.
FantastiCon has been in the development stage since its formation, as
the Partnership had been previously. FantastiCon and the Partnership
have earned no revenue since inception. In addition, the Partnership
had redeemed certain of the limited partners' interests at $9,000 in
excess of book value.
FantastiCon is a multi-media content developer and online entertainment
company that operates an Internet-based entertainment community at
www.fantasticon.com. The web site offers content about science fiction,
horror, and action and adventure movies, television, animation, comic
books, and video games. FantastiCon's operations are located in
Southfield, Michigan.
Madman Backstage Productions, Inc. ("Madman Backstage Productions") and
Impact Interactive, Inc. ("Impact Interactive") were general partners
of the Partnership and became stockholders of FantastiCon under the
Contribution Agreement. At the date of the Contribution Agreement,
Madman Backstage Productions and Impact Interactive owned approximately
50% of FantastiCon's outstanding stock.
Madman Backstage Productions, incorporated in January 1995, specializes
in television, film, and digital video production. Currently, Madman
Backstage Productions is developing original television and cable
programming, as well as digital "cybersodes" for the Internet.
Impact Interactive focuses on CD-ROM and web-based content for
corporate clients. Impact Interactive provides original web site
development and web site update services.
The accompanying financial statements have been presented on a combined
basis because FantastiCon, Madman Backstage Productions, Impact
Interactive, and the Partnership, which were all under common control
and ownership, were merged subsequent to year-end (Note 9).
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation - The accompanying combined financial statements
present the financial position and results of operations and cash flows
for FantastiCon, Madman Backstage Productions, Impact Interactive, and
the Partnership (collectively, the "Combined Companies"). All inter-
company transactions have been eliminated in consolidation.
Accounts Payable - Included in accounts payable at December 31, 1999
and 1998 are approximately $60,000 and $54,000 respectively of credit
card obligations. Interest and finance charges on these balances are
included in interest expense for the periods presented.
Income Taxes - Income taxes are recorded using the liability method. A
current tax liability or asset is recognized for the estimated taxes
payable or refundable on tax returns for the year. Deferred tax
liabilities or assets are recognized for the estimated future tax
effects of temporary differences between book and tax accounting and
operating loss and tax credit carryforwards.
FantastiCon, Madman Backstage Productions, and Impact Interactive are
all "C" Corporations under the Internal Revenue Code, and are liable
for income taxes directly. The Partnership is a partnership under the
Internal Revenue Code. As a result, its income and losses are allocated
directly to its partners for federal and state income tax purposes.
Equipment and Software - Equipment and software are stated at cost.
Depreciation and amortization are computed by the straight-line method
based on the estimated useful lives of the assets. Included in
equipment and software is $130,726 of assets (at cost) held under
capital leases.
Website Development Costs - FantastiCon has expensed all internal costs
associated with the development of its website. FantastiCon intends to
adopt EITF 00-2, "Accounting for Website Development Costs" ("EITF
00-2") effective July 1, 2000. Under EITF 00-2, FantastiCon will
expense all costs related to the development of its website other than
those incurred during the application development stage. Costs incurred
during the application development stage will be capitalized and
amortized over the estimated useful life of the software.
F-6
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Notes to Combined Financial Statements
December 31, 1999 and 1998
Note 2 - Summary of Significant Accounting Policies (Continued)
Pro Forma Loss Per Share - Pro forma basic and diluted earnings per
share for each period are based on the number of shares of common stock
issued in exchange for the Combined Companies' common stock in the
merger discussed in Note 9. At December 31, 1999, the Combined
Companies had no dilutive securities. See Note 6 for additional
information on the Combined Companies' common stock.
Fair Value of Financial Instruments - The carrying amount of the
Combined Companies' trade accounts receivable, trade accounts payable
and other short term financial instruments approximates their fair
value due to the short maturities. The fair value of notes payable and
capital lease obligations, with carrying amount of $291,525, is
approximately $286,000, estimated using the present value of cash flows
and current rates at which the Combined Companies could borrow funds
with similar remaining maturities.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Note 3 - Notes Payable
Notes payable consists of the following:
1999 1998
---- ----
Notes payable to individuals. The notes are
non-interest bearing with the principal due
upon receipt by FantastiCon of proceeds of
private financing (Note 9). The individuals
were also due additional consideration of
one-half share of common stock of the Company.
As of December 31, 1999, these shares had not
been issued by FantastiCon. Interest has been
imputed as of December 31, 1999 for the value
of the common stock as of the date of the notes.
In March 2000, due to FantastiCon's financial
difficulties, the individuals agreed to exchange
their notes for 2.04 shares of common stock of
FantastiCon. As a result these notes have been
classified as noncurrent in the accompanying
balance sheet. $ 103,500 $ -
Bank line of credit consisting of borrowings
under a $50,000 line of credit that is due on
demand. The line of credit requires monthly
minimum payments of varying principal and
interest of approximately $500. The line of
credit bears interest at 12% and is unsecured. 50,000 47,410
Bank line of credit consisting of borrowings under
a $20,000 line of credit that is due on demand. The
line of credit requires monthly minimum payments of
varying principal and interest of approximately $500.
The line of credit bears interest at 12% and is
unsecured. Subsequent to year-end, this line of
credit was converted to a term loan with monthly
payments of $433. 19,386 16,608
Note payable to an individual. FantastiCon
assumed this note payable issued by the
Partnership to redeem the partnership
interest of this limited partner in March
1999. This note bore interest at 7.5% and
had an original maturity date in December
1999. Subsequent to December 31, 1999, the
limited partner has agreed to forgive the
payment of interest on this note. 26,000 -
Notes payable to individuals. FantastiCon
assumed these notes payable issued by the
Partnership to redeem the partnership
interests of two limited partners in March
1999. These notes bear interest at 7.5%
and had an original maturity date in December 1999. 13,000 -
F-7
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Notes to Combined Financial Statements
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Note 3 - Notes Payable (Continued)
Note payable to an individual dated
March 1999. FantastiCon assumed this
note payable issued by the Partnership.
Principal is due upon receipt by the
Company of proceeds of private financing
(Note 9). The individual and FantastiCon
agreed to interest of $2,500 related to
this note. Interest has been fully accrued
at December 31, 1999 on this note. 10,000 -
Notes payable to banks with monthly minimum
payments of principal and interest totaling
$435. The notes bear interest at interest
rates ranging from 13% to 18% and are unsecured. 9,276 7,945
--------- ---------
Total 231,162 71,963
Less current portion 106,695 67,072
--------- ---------
Long-term portion $ 124,467 $ 4,891
========= =========
The minimum annual principal payments on the
above long-term obligations, excluding the
$103,500 of notes payable converted to common
stock in 2000, are as follows:
Years Ending
December 31 Amount
----------- ------
2000 $106,695
2001 6,265
2002 5,308
2003 4,803
2004 4,591
--------
Total $127,662
========
Note 4 - Lease Commitments
At December 31, 1999, the Combined Companies
are obligated under various capital leases for
equipment, payable in monthly installments
decreasing from $2,438 to $912 through
August 2002, including interest at implicit
rates of 15.50 percent to 16.20 percent.
The minimum future lease payments are as follows:
2000 $ 33,584 $ 33,584
2001 29,253 29,253
2002 7,909 7,909
--------- ---------
Total 70,796 70,746
Less amount representing interest 10,383 10,383
--------- ---------
Present value of net minimum lease
payments under capital leases $ 60,363 $ 60,363
========= =========
Operating Leases - The Combined Companies
lease office space and equipment. Total
rent expense was approximately $48,000 and
$44,000 for the years ended December 31, 1999
and 1998 respectively. Total non-cancelable
lease obligations of the Combined Companies
for future years are approximately $36,000
in 2000, $33,000 in 2001, and $25,000 in 2002.
</TABLE>
F-8
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Notes to Combined Financial Statements
December 31, 1999 and 1998
Note 5 - Income Taxes
The provision for income taxes consists of the following:
1999 1998
------- -------
Current expense $ 200 $41,600
Deferred recovery 11,500 (1,700)
------- -------
Total income tax expense $11,700 $39,900
======= =======
The principal items accounting for the differences in taxes on income computed
at the U.S. statutory tax rate and income taxes actually provided are as
follows:
1999 1998
-------- --------
Income tax, computed on income before income
taxes at U.S. statutory rates $(70,500) 500
Loss allocated to partners 11,600 36,900
Nondeductible expenses 5,100 6,000
Increase in valuation allowance 59,200 -
Adjustment of prior year estimates and other 6,300 (3,500)
-------- --------
Total income tax expense $ 11,700 $ 39,900
======== ========
No provision for income taxes was recorded by the Partnership during 1998 or for
the first six months of 1999 since partnership taxable losses are passed through
to the partners for income tax purposes.
The details of the net deferred tax asset at December 31, 1999 and 1998 are
as follows:
1999 1998
-------- --------
Deferred tax assets:
Operating loss carryforward $ 33,000 $ -
Accured liabilities 33,500 20,200
-------- --------
Total deferred tax assets 66,500 20,200
Deferred tax liabilities:
Accounts receivable (2,100) (4,300)
Depreciation (1,700) (900)
-------- --------
Total deferred tax assets (3,800) (5,200)
Valuation allowance (59,200) -
-------- --------
Net deferred tax assets (liability) $ 3,500 $ 15,000
======== ========
A net operating loss carryforward of approximately $97,000 related to
FantastiCon is available that expires in the year 2019. Under the Internal
Revenue Code, a change in ownership in excess of 50 percentage points limits or
eliminates the right to use the net operating loss carryforward as an offset to
taxable income and unused credit carryovers to reduce federal tax liabilities.
During 1999 and 2000, FantastiCon undertook the merger transaction discussed in
Note 9 and other equity transactions that may involve a change in ownership as
defined under the Internal Revenue Code. If these transactions are deemed to be
a change in ownership, individually or in the aggregate, the use of the net
operating loss carryforward may be limited or eliminated. The future tax benefit
of this net operating loss carryforward and other net deferred tax assets has
been offset by a valuation allowance in the financial statements as the future
realization of these deferred tax assets is not certain.
F-9
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Notes to Combined Financial Statements
December 31, 1999 and 1998
Note 5 - Income Taxes (Continued)
Note 6 - Common Stock
Common stock information for the Combined Companies for 1999 as follows:
<TABLE>
<CAPTION>
MadMan
Backstage Impact
FantastiCon Productions Interactive
<S> <C> <C> <C>
Par value $ 0.01 $ 1.00 $ 1.00
Shares authorized 3,000 60,000 60,000
Shares issued and outstanding 245 1,000 100
</TABLE>
Common stock information for the Combined Companies for 1998 is as follows:
<TABLE>
<CAPTION>
MadMan
Backstage Impact
Productions Interactive
<S> <C> <C>
Par value $ 1.00 $ 1.00
Shares authorized 60,000 60,000
Shares issued and outstanding 1,000 100
</TABLE>
Collectively, the Combined Companies had 1,345 and 1,200 shares of common
stock outstanding at December 31, 1999 annd 1998, respectively, including 100
partnership units from the Partnership at December 31, 1998. For purposes of
computing the basic and diluted loss per share, the number of shares of common
stock issued in exchange for the Combined Companies' common stock in the merger
discussed in Note 9 were used as the number of shares outstanding.
Note 7 - Related Party Transaction
Madman Backstage Productions has advanced amounts to certain officers that
have been recorded as accounts receivable - officers. These advances have no
stated payment terms and do not bear interest.
Note 8 - Supplemental Cash Flow Information
FantastiCon and the Partnership entered into the following significant non-
cash investing and financing transactions in 1999, which are not presented
in the statement of cash flows:
. The Partnership issued $39,000 in notes payable to its limited partners
to redeem those partners' ownership interests.
. FantastiCon issued 100 shares of common stock and assumed $211,787 of
liabilities, principally notes payable and accounts payable-related
party, under the Contribution Agreement in exhange for all the tangible
and intangible assets of the Partnership.
. FantastiCon issued common stock in exchange for the conversion of a
$20,000 note payable by the holder.
. FantastiCon issued common stock in exchange for services provided of
$13,623 and equipment contributed of $9,943, respectively.
Cash paid during 1999 and 1998 for interest was approximately $38,300 and
$34,800, respectively. Cash paid during 1999 and 1998 for income taxes was
$0 and $783 in 1999 and 1998, respectively.
F-10
<PAGE>
FantastiCon.com, Inc.
and Affiliates
--------------------------------------------------------------------------------
Notes to Combined Financial Statements
December 31, 1999 and 1998
Note 9 - Going Concern and Subsequent Events
Going Concern - The Combined Companies have incurred substantial losses
from operations, including funding the start-up and development costs
associated with the FantastiCon web site operations. FantastiCon has
had no source of revenue since inception. In addition, FantastiCon has
no long-term financing arrangements. The Combined Companies have plans
to raise additional capital through the merger and private placement
offering transactions discussed below. In addition, the Combined
Companies' business plan includes the generation of revenue from its
website operations through membership fees and the sale of advertising
and other promotional packages in addition to the continued video
production and customer web site development services.
There can be no assurance that the Combined Companies have sufficient
funds should their business plan, including the consummation of the
merger and private placement offering, not yield the expected results.
These factors, among others, raise substantial doubt about the Combined
Companies' ability to continue as a going concern. The accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the
amount or classification of liabilities that might be necessary should
the Combined Companies be unable to continue as a going concern.
Merger - On October 12, 2000, FantastiCon, Madman Backstage Productions,
and Impact Interactive consummated a merger with Fantasticon.com, Inc. a
Nevada corporation, (formerly Santa Maria Resources, Inc.) (the
"Parent") whereby FantastiCon, Madman Backstage Productions, and Impact
Interactive merged into a wholly owned subsidiary of the Parent, which
is a publicly traded entity. Under the terms of the merger agreement,
the Parent changed its name to Fantasticon, Inc., restructured its board
of directors, and undertook a 1-for-2 reverse split of its issued and
outstanding common stock.
The Parent issued 6,500,000 post-split shares of common stock to the
stockholders of FantastiCon, Madman, and Impact in exchange for their
shares of common stock in FantastiCon, Madman, and Impact on the
effective date of the merger. As a condition to closing the merger, the
Parent divested itself of the mining claims it owned in exchange for
being relieved of all liabilities and debt associated with those
properties.
Private Placement Offering - In December 2000, FantastiCon completed a
private placement offering, begun in July 2000, which resulted in the
issuance of units in FantastiCon that, upon consummation of the merger,
were exchangeable for units in the Parent at a price of $4.50 per unit.
Each unit consisted of four and one half shares of common stock of the
Parent and one warrant exercisable for one share of common stock of the
Parent for a one year period at $2.50 per share. The offering resulted
in the issuance of 561,120 shares of common stock of the Parent and
warrants to purchase an additional 130,251 shares. Total net proceeds
of the offering were $551,120, net of approximately $10,000 of legal and
other offering expenses.
Upon consummation of the merger and private placement, the Parent has
10,060,656 shares of common stock outstanding and warrants to purchase
an additional 130,251 shares.
F-11
