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, 1995.
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 No X
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 $15,812.
As of December 31, 1995 there were 120,000 shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
PART I
Item 1. DESCRIPTION OF BUSINESS
The Company was organized under the laws of the State of Nevada on
January 23, 1995. Since inception, the primary activity of the Company has
been directed to organizational efforts and obtaining initial financing. The
Company was formed as a vehicle to pursue a Business Combination. The Company
has engaged in preliminary efforts intended to identify possible Business
Combination, but has neither conducted negotiations concerning, nor entered
into a letter of intent concerning any such Target Business.
The Company's initial public offering comprised 10,000 shares of common
stock (the "Common Stock") at a purchase price of $5.00 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 is
not restricting its search to any specific business, industry or geographical
location, and the Company may engage in a Business Combination.
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 prov
ide 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
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
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.
The Company will remain an insignificant player among the firms which
engage in Business Combinations. There are many established venture capital
and financial concerns which have significantly greater financial and
personnel resources and technical expertise than the Company. In view of the
Company's combined limited financial resources and limited management
availability, the Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors. Also, the Company will be
competing with a large number of other small, blank check public companies
located throughout the United States.
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 regu
latory 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. Pending utilization of the proceeds from
the exercise of the Warrants, the funds may be invested primarily in
certificates of deposit, interest bearing savings accounts or government
securities. 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
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
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 intends to structure a merger or acquisition in such a manner
as to minimize federal and state tax consequences to the Company and any
target company.
The Company presently has no employees.
Item 2. PROPERTIES
The Company is presently using the office of Joel Schonfeld, who acted as
special counsel for the Company for its initial public offering, as its office.
Mr. Schonfeld 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, 1995, there were 123,950 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 12,400 shares of Common Stock at $4.00 per share.
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
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.
The Company may seek a Business Combination in the form of firms which
have recently commenced operations, are developing companies in need of
additional funds for expansion into new products or markets, are seeking to
develop a new product or service, or are established businesses which may be
experiencing financial or operating difficulties and are in need of additional
capital. A Business Combination may involve the acquisition of, or merger
with, a Company which does not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding
what it may deem to be adverse consequences of undertaking a public offering
itself, such as time delays, significant expense, loss of voting control and
compliance with various Federal and State securities laws.
The Company will not acquire a Target Business unless the fair value of
the Target Business represents 80% of the maximum offering proceeds (the "Fair
Market Value Test.") To determine the fair market value of a Target Business,
the Company's management will examine the certified financial statements
(including balance sheets and statements of cash flow and stockholders'
equity) of any candidate and will participate in a personal inspection of any
potential Target Business. If the Company determines that the financial
statements of a proposed Target Business does not clearly indicate that the
Fair Market Value Test has been satisfied, the Company will obtain an opinion
from an investment banking firm (which is a member of National Association of
Securities Dealers, Inc., (the "NASD") with respect to the satisfaction of
such criteria.
Based upon management's experience with and knowledge of blank check
companies, the probable desire on the part of the owners of target businesses
to assume voting control over the Company (to avoid tax consequences or to
have complete authority to manage the business) will almost assure that the
Company will combine with just one target business. Management also
anticipates that upon consummation of a Business Combination, there will be a
change in control in the Company which will most likely result in the
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
resignation or removal of the Company's present officers and directors.
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 Company's selection of a Business Combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries, and shortages of available capital,
management believes that there are numerous firms seeking even the limited
additional capital which the Company will have and/or the benefits of a
publicly traded corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for the
principals of a business, creating a means for providing incentive stock
options or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes) for all shareholders, and other factors.
Potentially available Business Combinations may occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The analysis of Business Combinations is being undertaken by or under the
supervision of the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on
identifying preliminary prospective Business Combinations which may be brought
to its attention through present associations. In analyzing prospective
Business Combinations, management will consider such matters as the available
technical, financial, and managerial resources; working capital and other
financial requirements; history of operation, if any; 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 further research, development, or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance or products, services, or trades; 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
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
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.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business.
Management will not actively negotiate or otherwise consent to the
purchase of any portion of their Common Stock as a condition to or in
connection with a proposed Business Combination unless such a purchase is
requested by a Target Company as a condition to a merger or acquisition. 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. Management is unaware of any circumstances under which such
policy through their own initiative may be changed.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading market which
may develop in the Company's Common Stock may have a depressive effect on such
market.
As a part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management expertise.
The manner of the Business Combination will depend on the nature of the
Target Business, the respective needs and desires of the Company and other
parties, the management of the Target Business opportunity, and the relative
negotiating strength of the Company and such other management.
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
The Company has no present policy as to whether the Company may acquire
or merge with a business in which the Company's management, promoters, their
affiliates or associates have a direct or indirect ownership interest. The
Company also lacks a policy with regard to related party transactions in
general. The Company's officers and directors have not approached and have
not been approached by any person or entity with regard to any proposed
business ventures with respect to the Company. The Company will evaluate all
possible Business Combinations brought to it. If at any time a Business
Combination is brought to the Company by any of the Company's promoters,
management, or their affiliates or associates, disclosure as to this fact will
be included in the post-effective amendment, thereby allowing the public
investors the opportunity to fully evaluate the Business Combination.
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. In the event there is a finder's fee, it will be paid at the
direction of the successor management after a change in management control
resulting from a Business Combination. The Company's policy regarding
finder's fees is based on a written agreement among management. Management is
unaware of any circumstances under which such policy through their own
initiative may be changed.
The Company does not intend to advertise or promote the Company.
Instead, the Company's management will actively search for potential Target
Businesses. In the event management decides to advertise (in the form of an
ad in a legal publication) to attract a Target Business, the cost of such
advertising will be assumed by management.
Item 7. FINANCIAL STATEMENTS
<PAGE>
The Board of Directors
The Brian H. Corp.
26 Court Street, Suite 810
Brooklyn, New York 11242
Independent Auditor's Report
We have audited the accompanying balance sheet of The Brian H. Corp. (a
development stage company) as of December 31, 1995, and the related statements
of operations, stockholders' equity and cash flows for the period January 23,
1995 (inception) to December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We have 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 financial position of the Brian H. Corp.
(a development stage company) at December 31, 1995, and the results of its
operations and its cash flows for the period January 23, 1995 (date of
inception) to December 31, 1995 in conformity with generally accepted
accounting principles.
Boykoff and Bell, P.C.
Certified Public Accountants
Dated: February 6, 1997
Hawthorne, New York
THE BRIAN H. CORP.
(a development stage company)
BALANCE SHEET
December 31, 1995
ASSETS
Current Assets:
Cash (Note 4) $ 18,673.40
Other Assets:
Organization costs
(Note 2) 595.00
Total assets $ 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 $ 12.40
Additional paid-in
capital 19,256.00
Total stockholders'
equity 19,268.40
Total liabilities and
stockholders' equity $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
For the period January 23, 1995 (inception)
to December 31, 1995
Costs and Operating Expenses $ 0
Income from operations $ 0
Income before Income Taxes
and Extraordinary Items $ 0
Net Income $ 0
Net Income Per Share $ 0
Net Loss $ 0
Net Loss Per Share $ 0
Number of Common Shares Outstanding 123,950
The accompanying notes are an integral part of these financial statements.
THE BRIAN H. CORP.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period January 23, 1995 (inception)
to December 31, 1995
Shares Amount
Initial sale of Stock on
January 26, 1995 at .15 per share for cash 120,000 $18,000.00
Sale of 3950 shares on
December 14, 1995 at $4.00 per share for cash 3,950 15,800.00
Balance as of December 31, 1995 123,950 $33,800.00
The accompanying notes are in integral part of these financial statements.
THE BRIAN H. CORP.
(a development stage company)
STATEMENT OF CASH FLOWS
For the period January 23, 1995 (inception)
to December 31, 1995
Increase (Decrease)
in Cash and Cash Equivalents
Cash Flows from Investing Activities:
Organizational Costs Incurred <$ 595>
Cash flows from Financing Activities:
Net Proceeds from Issuance of Common Stock 33,800
Deferred Offering costs < 14,532>
Net Cash Provided by Financing Activities $18,673
Net Increase in Cash and Cash Equivalents $18,673
Cash and Cash Equivalents at End of Year $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.
Subsequent to incorporation, it issued and sold 120,000 shares of common
stock on January 26, 1995. The Shares were sold for $.15
share. On December 14, 1995, 3950 shares were sold at $4.00 per
share. The total amount of cash received by the Company from the sale of all
securities was $33,800 as of December 31, 1995.
The Company's business will be 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.
As of December 31, 1995 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, 1995.
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 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 Joel Schonfeld at
26 Court Street, Brooklyn, New York 11242 the attorney for the Company and
one 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, 1995 the
Company's cash balance of $18,673.40 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 incurred 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 associate, 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
Not Applicable.
<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995
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
26 Court Street
Brooklyn, NY 11242 60 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, 60, 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%
26 Court Street
Suite 810
Brooklyn, NY 11242
Andrea Weinstein(2)(3) 6,666 5.6% 5.0%
26 Court Street
Suite 810
Brooklyn, NY 11242
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
associate. Mr. Schonfeld is also a director of the Company.
(3) Vic Weinstein is the father of Andrea Weinstein, associate to 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
NONE
<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
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 Feb. 7, 1997
* * *
By
THERESA DIDATO, Secretary, Director
Date
* * *
By Joel Schonfeld
JOEL SCHONFELD, DIRECTOR
Date Feb. 7, 1997
* * *
By Barry Horowitz
BARRY HOROWITZ, DIRECTOR
Date Feb. 7, 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.
