SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the fiscal year ended December 31, 1996.
Commission File Number 33-93892-NY
THE BRIAN H. CORP.
(Name of Small Business Issuer in Its Charter)
Nevada 11-327-0747
(State of Incorporation) (IRS
Identification Number)
63 Wall Street, Suite 1801, New York, NY 10008 (Address of
principal executive offices) (Zip Code)
(212) 344-1600
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 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 preceding 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.
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 registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
State issuer's revenues for its most recent fiscal year. 0
The aggregate market value of the voting stock held by non-affiliates of
the registrant is $13.25.
As of December 31, 1996 there were 132,500 shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1996
PART I
Item 1. DESCRIPTION OF BUSINESS
The Company was organized under the laws of the State of Nevada on
January 23, 1995. The Company was formed as a vehicle to pursue a Business
Combination. Since inception, the primary activity of the Company has been
directed to organizational efforts, obtaining initial financing, and efforts
intended to identify possible Business Combinations.
The Company's initial public offering comprised 12,500 shares of common
stock (the "Common Stock") at a purchase price of $4.25 per share.
The Company was organized for the purposes of creating a corporate
vehicle to seek, investigate and, if such investigation warrants, engaging in
Business Combinations presented to it by persons or firms who or which desire
to employ the Company's funds in their business or to seek the perceived
advantages of publicly-held corporation. The Company's principal business
objective is to seek long-term growth potential in a Business Combination
venture rather than to seek immediate, short-term earnings. The Company did
not restrict its search to any specific business, industry or geographical
location.
The Company has 18 months from its date of effectiveness (April 23, 1997)
to consummate a Business Combination, including the filing of a post-effective
amendment and shareholder reconfirmation offering. If a consummated Business
Combination has not occurred by the date 18 months after the effective date of
the initial registration statement, the funds held in escrow shall be returned
by first class mail to the purchasers within five (5) business days following
that date.
The Company does not currently engage in any business activities which
provide any cash flow. The costs of identifying, investigating, and analyzing
Business Combinations are being paid with money in the Company's treasury.
Persons who purchased shares in the Company's initial public offering and
other shareholders have not had much opportunity to participate in any of
these decisions. The Company's proposed business is sometimes referred to as
a "blank check" company because investors entrust their investment monies to
the Company's management before they have a chance to analyze any ultimate use
to which their money may be put. Although substantially all of the Company's
initial public offering are intended to be utilized generally to effect a
Business Combination, such proceeds have not otherwise been designated for any
specific purposes. Pursuant to Rule 419, prospective investors who invest in
the Company will have an opportunity to evaluate the specific merits or risks
of only the Business Combination management decides to enter into.
Although the Company is subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the Company
is not subject to regulation under the Investment Company Act of 1940. The
regulatory scope of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), was enacted principally for the purpose of
regulatory vehicles for pooled investments in securities, extends generally to
companies primarily in the business of investing, reinvesting, owning, holding
or trading securities. The Investment Company Act may, however, also be
deemed to be applicable to a Company which does not intend to be characterized
as an Investment Company but which, nevertheless, engages in activities which
may be deemed to be within the definition of the scope of certain provisions
of the Investment Company Act. The Company believes that its principle
activities will not subject it to regulation under the Investment Company
Act. Nevertheless, there can be no assurances that the Company will not be
deemed to be an Investment Company. In the event the Company is deemed to be
an Investment Company, the Company may be subject to certain restrictions
relating to the Company's activities, including restrictions on the nature of
its investments and the issuance of securities. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940.
The Company presently has no employees.
On December 10, 1996, the Company entered into an acquisition agreement
with Frama S.r.l., a company organized pursuant to the laws of the Republic of
Italy ("Frama"). Pursuant to this agreement (the "Acquisition Agreement"),
100% of Frama shall be acquired by Brian on the Effective Date (as defined in
the Acquisition Agreement) and Frama will be a wholly owned subsidiary of
Brian. Thus, all Frama quota holders shall become shareholders of Brian as a
result of the Acquisition.
The sole business Frama is the acquisition of trademarks. Frama currently
holds two trademarks, Fantic Motor trademark and Garelli trademark. Both
trademarks re related to motorcycles produced by Fantic Garelli S.p.A.
("Fantic Garelli") Pursuant to a royalty agreement dated April 28, 1995
between Frama and Fantic Garelli, Frama receives 1.5% on net sales by Fatic
Garelli for all products for which Frama owns the trademarks up to 20 billion
lire (approximately $13,000,000) and 1% thereafter. Fantic Garelli
guarantees Frama a minimum of 120,000,000 lire (approximately $77,000)
annually. The royalty agreement is for a five year period, renewable for an
additional five years. The executive offices of Frama are located in Italy at
Milano, Corsco, Genova 5.
The Company believes it has structured the acquisition of Frama in such a
manner as to minimize federal and state tax consequences to the Company and
any target company.
Item 2. PROPERTIES
The Company is presently using the office of Schonfeld & Weinstein,
L.L.P., which acted as special counsel for the Company for its initial public
offering, as its office. Schonfeld & Weinstein does not charge the Company
for this service. Such arrangement is expected to continue until a Business
Combination is effected, including effectiveness of a post-effective amendment
and shareholder reconfirmation.
The Company at present owns no equipment, and does not intend to own any
prior to engaging in a Business Combination.
Item 3. LEGAL PROCEEDINGS
The Company is not presently a party to any litigation, nor, to the
knowledge of management, is any litigation threatened against the Company
which may materially affect the Company.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no shareholders meeting in the fourth quarter of this fiscal
year.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the Company's common
shares. As of December 31, 1996, there were 132,500 shares of common stock
outstanding. The par value per share is $.0001. The Company has not paid any
dividends on its common stock in the past, nor does it foresee paying
dividends in the near future. Pursuant to its initial public offering, the
Company offered 12,500 shares of Common Stock at $4.00 per share.
Item 6. MANAGEMENT'S PLAN OF OPERATION
The Company does not currently engage in any business activities which
provide any cash flow. The costs of identifying, investigating, and analyzing
Business Combinations are being paid with money in the Company's treasury, and
not with proceeds received from the Company's initial public offering.
On December 10, 1996, the Company entered into an acquisition agreement
with Frama S.r.l., a company organized pursuant to the laws of the Republic of
Italy ("Frama"). Pursuant to this agreement (the "Acquisition Agreement"),
100% of Frama shall be acquired by Brian on the Effective Date (as defined in
the Acquisition Agreement) and Frama will be a wholly owned subsidiary of
Brian. Thus, all Frama quota holders shall become shareholders of Brian as a
result of the Acquisition.
The sole business Frama is the acquisition of trademarks. Frama
currently holds two trademarks, Fantic Motor trademark and Garelli trademark.
Both trademarks re related to motorcycles produced by Fantic Garelli S.p.A.
("Fantic Garelli"). Pursuant to a royalty agreement dated April 28, 1995
between Frama and Fantic Garelli, Frama receives 1.5% on net sales by Fatic
Garelli for all products for which Frama owns the trademarks up to 20 billion
lire (approximately $13,000,000) and 1% thereafter. Fantic Garelli
guarantees Frama a minimum of 120,000,000 lire (approximately $77,000)
annually. The royalty agreement is for a five year period, renewable for an
additional five years. The executive offices of Frama are located in Italy at
Milano, Corsco, Genova 5.
Management anticipates that it may be able to effect only one potential
Business Combination, due primarily to the Company's limited financing. As a
result, the Company will not be able to offset potential losses from one
venture against gains from another.
The analysis of Business Combinations was undertaken by the officers and
directors of the Company, none of whom is a professional business analyst. In
analyzing prospective Business Combinations, management considered such
matters as the available technical, financial, and managerial resources;
working capital and other financial requirements; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management;
the potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance or products; name identification; and other
relevant factors. Officers and directors of the Company will meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors.
Management did not actively negotiate or otherwise consent to the
purchase of any portion of their Common Stock as a condition to or in
connection with the proposed acquisition of Frama. The officers and directors
of the Company who own Common Stock have agreed to comply with this provision
which is based on a written agreement among management.
The securities to be issued in the Acquisition shall be issued in
reliance on exemptions from registration under applicable federal and state
securities laws.
The terms of the Acquisition were based upon the respective needs and
desires of the Company and Frama and the relative negotiating strength of the
Company and such other management.
The Company has adopted a policy that it will not pay a finder's fee to
any member of management for locating a merger or acquisition candidate. No
member of management intends to or may seek and negotiate for the payment of
finder's fees.
<PAGE>
Item 7. FINANCIAL STATEMENTS
THE BRIAN H. CORP.
(a development stage company)
BALANCE SHEETS
ASSETS
December 31, 1996 December 31, 1995
Current
Assets:
Cash (Note 4) $ 52,873.20 $ 18,673.40
Other Assets:
Organization costs
(Note 2) 595.00 595.00
Total assets $ 53,468.20 $ 19,268.40
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' Equity (Notes
1, 2 and 4); 10,000,000
shares, common stock,
$.0001 par value.
Authorized; issued
and outstanding:
123,950 shares as of
December 31, 1995 $ 12.40
132,500 shares as of
December 31, 1996 $ 13.20
Additional paid-in
capital 53,455.00 19,256.00
Total stockholders'
equity 53,468.20 19,268.40
Total liabilities and
stockholders' equity $ 53,468.20 $ 19,268.40
The accompanying notes are in integral part of these financial statements.
THE BRIAN H. CORP.
(a development stage company)
STATEMENTS OF OPERATIONS
From From
January 23, 1995 January 23,
1995 (inception) to For the year ended
(inception) to
December 31, 1996 December 31, 1996 December
31,1995
Costs
and Operating Expenses $ 0 $ 0 $ 0
Income from operations $ 0 $ 0 $ 0
Income before Income Taxes
and Extraordinary Items. $ 0 $ 0 $ 0
Net Income $ 0 $ 0 $ 0
Net Income Per Share $ 0 $ 0 $ 0
Net Loss $ 0 $ 0 $ 0
Net Loss Per Share $ 0 $ 0 $ 0
Number of Common
Shares Outstanding 132,500 132,500 123,950
The accompanying notes are an integral part of these financial statements.
THE BRIAN H. CORP.
(a development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Shares Amount
Initial sale of stock on
January 26, 1995 at .15
per share for cash 120,000 $18,000
Sale of 3950 shares on
December 14, 1995 at
$4.00 per share for cash 3,950 15,800
Total outstanding as of
December 31, 1995 123,950 33,800
Sales of stock on the following
dates at $4.00 per share for cash:
January 11, 1996 800 3,200
February 20, 1996 1,850 7,400
April 17, 1996 250 1,000
April 24, 1996 5,650 22,600
Total stock sold for cash in 1996 8,550 34,200
Total outstanding as of December 31, 1996 132,500 $68,000
The accompanying notes are in integral part of these financial statements.
THE BRIAN H. CORP.
(a development stage company)
STATEMENTS OF CASH FLOWS
From From
January 23, 1995 January 23,1995
(inception) to For the year ended (inception to)
December 31, 1996 December 31, 1996 December 31,1995
Increase (Decrease)
in Cash and
Cash Equivalents
Cash Flows from
Investing Activities:
Organizational costs
incurred <$ 595> <$ 595>
Cash flows from
Financing Activities:
Net Proceeds from
Issuance of
Common Stock $ 68,000 $ 34,200 $ 33,800
Deferred Offering Costs < 14,532> < 14,532>
Net Cash Provided by
Financing Activities $ 52,873 $ 34,200 $ 18,673
Net Increase in Cash
and Cash Equivalents $ 52,873 $ 34,200 $ 18,673
Cash and Cash Equivalents
at End of Year $ 52,873 $ 52,873 $ 18,673
The accompanying notes are an integral part of these financial statements.
THE BRIAN H. CORP.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION OF THE COMPANY
The Company was incorporated in Nevada on January 23, 1995.
During 1996, 8550 shares were sold on different dates at
$4.00 per share. The total amount of cash received by the Company from the
sale of all securities was $68,000 as of December 31, 1996.
The Company's business is to seek potential business ventures
which in the opinion of management will provide a profit to the
Company. Such involvement can be in the terms of the acquisition
of existing businesses and/or the acquisition of assets to
establish businesses for the Company. Present management of the Company does
not expect to become involved as management in the aforementioned businesses
and will hire presently unknown and unidentified individuals as management
for the aforementioned businesses.
The Company's only activities to date have been the acquisition of funds from
the sale of its common stock to its officers, directors, and other investors,
and its initial public offering. As of December 31, 1996 the Company had not
yet commenced operations.
As a result of its limited resources, the Company will, in all likelihood, have
the ability to effect only a single Business Combination. Accordingly, the
prospects for the Company's success will be entirely dependent upon the future
performance of a single business.
The Company's directors and officers are or may become, in their individual
capacities officers, directors, controlling shareholders in a variety of
businesses including other "blank check" companies. There exists potential
conflicts of interest including, among other things, time, effort and
corporate opportunity involved in participation with other business entities.
2. SIGNIFICANT ACCOUNTING POLICIES
Organization costs
Organization costs will be amortized on a straight line basis over a five year
period from the commencement of operations. The total organizational costs
were $ 595 as of December 31, 1996.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates
and assumptions that effect 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
3. LEASES
The Company has no oral or written leases or freeholds of any kind on any
physical plant. The Company presently uses the offices of Schonfeld &
Weinstein, L.L.P. at 63 Wall Street, Suite 1801, New York, New York 10005 the
attorneys for the Company and two of its shareholders at no cost. Such
arrangement is expected to continue after completion of this offering.
4. RULE 419 REQUIREMENTS
Rule 419 requires that offering proceeds after deduction for underwriting
commissions, underwriting expenses and dealer allowances, if any, be deposited
into escrow or trust account (the "Deposited Funds" and "Deposited
Securities," respectively) governed by an agreement which contains certain
terms and provisions specified by the Rule. As of December 31, 1996, the
Company's cash balance of $52,873.20 is being held in escrow. Under Rule 419,
the Deposited Funds and Deposited Securities will be released to the Company
and to the investors, respectively, only after the Company has met the
following three basic conditions. First, the Company must execute an
agreement(s) for an acquisition(s) meeting certain prescribed criteria.
Second, the Company must file a post-effective amendment to the registration
statement which includes the terms of a reconfirmation offer that must contain
conditions prescribed by the rules. The post-effective amendment must also
contain information regarding the acquisition candidate(s) and its
business(es), including audited financial statements. The Agreement(s) must
include, as a condition precedent to their consumption, a requirement that the
number of investors representing 80% of the maximum proceeds must elect to
reconfirm their investments.
Third, the Company must conduct the reconfirmation offer and satisfy all
of the prescribed conditions, including the condition that a certain minimum
number of investors must elect to remain investors. The post-effective
amendment must also include the terms of the reconfirmation offer mandated by
Rule 419. The reconfirmation offer must include certain prescribed conditions
which must be satisfied before the Deposited Funds and Deposited Securities
can be released from escrow. After the Company submits a signed
representation to the Escrow Agent the requirements of Rule 419 have been met
and after the acquisition(s) is consummated, the Escrow Agent can release the
Deposited Funds and Deposited Securities.
Accordingly, the company has entered into an escrow agreement with Atlantic
Liberty Savings (the "Escrow Agent") which provides that:
(1) The net proceeds are to be deposited into an escrow
account maintained by the Trust Company of New York promptly
upon receipt. The deposited proceeds and interest or dividends thereon, if
any, are to be held for the sole benefit of the investors and can only be
invested in bank deposits, in money market mutual funds or federal government
securities or securities for which the principal or interest is guaranteed by
the federal government.
(2) All securities issued in connection with the offering
and any other securities issued with respect to such securities, including
securities issued with respect to stock splits, stock dividends or similar
rights are to be deposited directly into the Escrow Account promptly upon
issuance (the "Deposited Securities") and the identity of the investors are to
be included on the stock certificates or other documents evidencing the
Securities. The Deposited Securities held in the escrow account are to remain
as issued and are to be held for the sole benefit of the investors' who retain
the voting rights, if any, with respect to the securities held in their
names. The Deposited Securities held in the Escrow Account may not be
transferred, disposed of nor any interest created therein other than by will
or the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986 or Table 1 of
the Employee Retirement Income Security Act.
(3) Warrants, convertible securities or other derivative
securities relating to securities held in the Escrow Account may be exercised
or converted in accordance with their terms; provided that, however, the
securities received upon exercise or conversion together with any cash or
other consideration paid in connection with the exercise or conversion are to
be promptly deposited into the Escrow Account.
Prescribed Acquisition Criteria
Rule 419 requires that before the Deposited Funds and the Deposited
Securities can be released, the Company must first execute an agreement to
acquire an acquisition candidate(s) meeting certain specified criteria. The
agreement(s) must provide for the acquisition(s) of a business(es) or assets
for which the fair value of the business represents at least 80% of the
maximum offering proceeds. For purposes of the offering, the fair value of
the business(es) or assets to be acquired must be at least $40,000.
Post-Effective Amendment
Once the agreement(s) governing the acquisition(s) of a business(es)
meeting the above criteria has been executed, Rule 419 requires the Company to
update the registration statement with a post-effective amendment. The
post-effective amendment must contain information about: the proposed
acquisition candidate(s) and its business(es), including audited financial
statements; the results of this offering; and, the use of the funds disbursed
from the Escrow Account. The post-effective amendment must also include the
terms of the reconfirmation offer mandated by Rule 419. The reconfirmation
offer must include certain prescribed conditions which must be satisfied
before the Deposited Funds and Deposited Securities can be released from
escrow.
Reconfirmation Offering
The reconfirmation offer must commence after the effective date of the
post-effective amendment. Pursuant to Rule 419, the terms of the
reconfirmation offer must include the following conditions;
(1) The prospectus contained in the post-effective
amendment will be sent to each investor whose securities
are held in the Escrow Account within 5 business days after the effective date
of the post-effective amendment.
(2) Each investor will have no fewer than 20 and no
more than 45 business days from the effective date of the post-effective
amendment to notify the Company in writing that the investor elects to remain
an investor.
(3) If the Company does not receive written notification
from any investor within 45 business days following the effective date, the
pro rata portion of the Deposited Funds (and any related interest or
dividends) held in the Escrow Account on such investor's behalf will be
returned to the investor within 5 business days by first class mail or other
equally prompt means.
(4) The acquisition(s) will be consummated only if a
minimum number of investors representing 80% of the maximum offering proceeds
($40,000) elect to reconfirm their investment.
(5) If a consummated acquisition(s) has not occurred by
April 23, 1997, the Deposited Funds held in the Escrow Account shall be
returned to all investors on a pro rata basis within 5 business days by first
class mail or other equally prompt means.
Release of Deposited Securities and Deposited Funds
The Deposited Funds and Deposited Securities may be released to the
Company and the investors, respectively, after;
(1) The Escrow Agent has received a signed representation from the
Company and any other evidence acceptable by the Escrow Agent that:
(a) The Company has executed an agreement for the acquisition(s) of
a Business(es) for which the par value of the business represent at least 80%
of the maximum offering proceeds and has filed the required post-effective
amendment;
(b) The post-effective amendment has been declared effective, that
the mandated reconfirmation offer having the conditions prescribed by Rule 419
has been completed and that the Company has satisfied all of the prescribed
conditions of the reconfirmation offer.
(2) The acquisition(s) of the business(es) with the fair value of at
least 80% of the maximum proceeds is consummated.
5. RELATED PARTY TRANSACTIONS
Joel Schonfeld, Esq. and his partner, Andrea Weinstein, Esq., are principal
shareholders of the Company. Joel Schonfeld's fee for legal services rendered
in the organization of the Company and for the sale of its stock was $12,000.
Mr. Schonfeld was also reimbursed $595 for incorporation and filing fees.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The information included in the Company's reports on Form 8-K filed January
13, 1997 and February 4, 1997 are included herein by reference.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The officers and directors of the Company, and further information
concerning them are as follows:
Name(1) Age Position
Daniel Wainick 65 President, Director
6500 New Horizon Blvd.
Amityville, NY 11701
Theresa DiDato 54 Secretary, Director
20 Chalmers Blvd.
Amawalk, NY 10501
Barry Horowitz 53 Director
67 South Ketcham Ave.
Amityville, NY 11701
Joel Schonfeld
63 Wall Street
New York, NY 10005 62 Director
____________________
(1) May be deemed "Promoters" of the Company, as that term is defined under
the Securities Act of 1933.
BIOGRAPHY
Daniel Wainick, 65, has been President and a director of the Company since the
Company's organization. Since 1968, Mr. Wainick has been president of Metro
Tag & Label, Inc., a label manufacturer. Mr. Wainick received a B.S. in
Marketing Administration from New York University.
Theresa DiDato, 54, has been Secretary and a director of the Company since
March 7, 1995. Ms. DiDato has not worked outside her home since 1965. She
received a diploma from St. Barnabas High School in Bronx, New York, and
studied at Bronx Community College.
Barry Horowitz, 53, has been a director of the Company since July 28, 1995.
He has been an insurance salesman with Insurance Planning Service in
Amityville, New York, since 1965.
Joel Schonfeld, 62, has been a director of the Company since July 28, 1995.
Mr. Schonfeld is an attorney practicing in Brooklyn New York for over thirty
years. Mr. Schonfeld is acting as counsel for the Company for this offering.
He is a graduate of Adelphi University and Brooklyn Law School. Mr. Schonfeld
serves as special counsel to the Company.
Item 10. EXECUTIVE COMPENSATION
No officer or director of the Company has received any cash remuneration
since the Company's inception, and none received or accrued any remuneration
from the Company at the completion of the initial public offering. No
remuneration of any nature has been paid for or on account of services
rendered by a director in such capacity. None of the officers and directors
intends to devote more than twenty hours per month to the Company's affairs.
<PAGE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of December 31, 1995 by
(i) each person who is known by the Company to own beneficially more than 5%
of the Company's outstanding Common Stock; (ii) each of the Company's officers
and directors; and (iii) all directors and officers of the Company as a group.
Name/Address Shares of Percent of Percent of
Beneficial Common Stock Class Owned Class Owned
Owner (1) Beneficially Owned Before Offering After Offering
Theresa DiDato(4) 20,000 16.7% 15.1%
20 Chalmers Blvd.
Amawalk, NY 10501
Barry Horowitz(5)(6) 20,000 16.7% 15.1%
67 South Ketcham Ave.
Amityville, NY 11701
B. Alicia Campos(6) 20,000 16.7% 15.1%
841 Keystone Circle
Northbrook, IL 60062
Daniel Wainick(4) 20,000 16.7% 15.1%
6500 New Horizons Blvd.
Amityville, NY 11701
Vic Weinstein(3) 20,000 16.7% 15.1%
280 Carol Close
Tarrytown, NY 10591
Joel Schonfeld(2) 13,334 11.1% 10.1%
63 Wall Street
Suite 1801
New York, NY 10005
Andrea Weinstein(2)(3) 6,666 5.6% 5.0%
63 Wall Street
Suite 1801
New York, NY 10005
Total Officers
and Directors (4 Persons) 73,334 61.1% 55.3%
Total 120,000 100% 90.6%
__________________________
(1) May be deemed "Promoters" of the Company, as that term is defined
under the Securities Act of 1933.
(2) Mr. Schonfeld is counsel to the Company, and Ms. Weinstein is his
partner. Mr. Schonfeld is also a director of the Company.
(3) Vic Weinstein is the father of Andrea Weinstein, partner of Joel
Schonfeld, counsel for the Company, as well as one of its directors.
(4) Ms. DiDato is Secretary and a director of the Company, and Mr.
Wainick is President and a director of the Company.
(5) Mr. Horowitz is a director of the Company.
(6) Mr. Horowitz and Ms. Campos are clients of Mr. Schonfeld.
None of the current stockholders have received or will receive any extra
or special benefits that were not shared equally (pro rata) by all holders of
shares of the Company's stock.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships or transactions required to be disclosed under
this Item.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(A) The following exhibits filed with the Company's post-Effective Amendment
No. 1 on Form SB-2 are incorporated by reference:
2.0 Acquisition Agreement
24.0 Accountants' Consent to Use Opinion.
99.1 Letter of Reconfirmation
(B) Reports on Form 8-K dated January 13, 1997 (reporting the resignation of
the Company's auditor) and February 4, 1997 (reporting the appointment of new
auditors) are incorporated herein by reference. <PAGE>SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE BRIAN H. CORP.
By Daniel Wainick
DANIEL WAINICK, President
Date March 12, 1997
In accordance with the Securities Exchange Act of 1934 this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
By Daniel Wainick
DANIEL WAINICK, President, Director
Date March 12, 1997
* * *
By Theresa DiDato
THERESA DIDATO, Secretary, Director
Date March 12, 1997
* * *
By Joel Schonfeld
JOEL SCHONFELD, DIRECTOR
Date March 12, 1997
* * *
By Barry Horowitz
BARRY HOROWITZ, DIRECTOR
Date March 12, 1997
* * *
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
No annual report or proxy material has been sent to security holders.
