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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission File No.: 000-27867
DENDO GLOBAL CORP.
------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0533626
------ ----------
(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
227 South Ninth Avenue
Pocatello, Idaho 83201
-----------------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (208) 233-8001
Securities registered pursuant to Section 12(b) of the Exchange Act: None.
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock
Name of Each Exchange on Which Registered: None.
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if disclosure of delinquent filers in response to Item 405 of Regulation
8-B is not contained herein and will not be contained in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form [ ] (not applicable)
The aggregate market value of the common voting stock held by non-affiliates
as of April 14, 2000: Undetermined
Shares outstanding of the Issuer's common stock as of March 29, 2001:
The issuer had no revenues for the year ended December 31, 2000.
DOCUMENTS INCORPORATED BY REFERENCE: None.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) Business Development.
Dendo Global Corp. ("Dendo" or the "Company") was organized under
the laws of the State of Nevada on December 29, 1994, under the name "Top
Flight Software, Inc." Dendo was formed to develop and market specialized
software applications for pigeon breeders and racers. The operations were
unsuccessful, and Dendo ceased all operations in 1998.
Pursuant to a Limited Offering Memorandum dated July 31, 1995, Dendo
conducted a public offering of 100,000 shares of its common stock at an
offering price of $.50 per share. The offer and sale of these securities was
not registered with the Securities and Exchange Commission because they were
believed to be exempt from registration under Section 3(b) of the Securities
Act of 1933, as amended, and Rule 504 of Regulation D promulgated thereunder
by the Securities and Exchange Commission.
On September 15, 1998, Dendo's Board of Directors and Majority
Stockholders resolved to accept a Subscription Agreement of Cornelius A.
Hofman dated August 27, 1998, for the purchase of 2,500,000 "restricted
securities" (common stock) of Dendo in consideration of the sum of $25,000.
The 2,500,000 shares represented approximately 90% of the then outstanding
voting securities of Dendo. Mr. Hofman was then designated to the Board of
Directors in accordance with the Nevada Revised Statutes ("NRS")and the Bylaws
of Dendo, and elected the President and Secretary; Joseph D. Nemelka, who had
previously served as the sole director and executive officer, resigned.
On November 2, 1998, the Articles of Incorporation were amended to
change the name of the Company to "Dendo Global Corp."
Copies of the initial Articles of Incorporation of Dendo filed in
the State of Nevada; the Articles of Amendment to change the name of the
Company to "Dendo Global Corp."; and the Bylaws of Dendo were attached to the
Company's 10-SB Registration Statement, and are incorporated herein by
reference. See Part III, Item 13.
(B) Business.
- ---------
None, presently.
Item 2.PROPERTIES
Dendo has no assets, property or business; its principal
executive office address and telephone number are the office address and
telephone number of its President, Cornelius A. Hofman, and are provided at no
cost. Because Dendo has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Nevada,
and with preparing its Securities and Exchange Commission reports and the
accompanying financial statements. These activities have consumed an
insignificant amount of management's time; accordingly, the costs to Mr.
Hofman of providing the use of his office and telephone have been minimal.
Item 3. LEGAL PROCEEDINGS.
There are not currently any material pending legal proceedings, to which
the registrant is a party or of which any of its property is subject and no
such proceedings are known to the registrant to be threatened or contemplated
by or against it.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the security holders, through
solicitation of proxies or otherwise during the 4th quarter of the fiscal year
covered by this report.
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
There has been no "established trading market" for shares of
common stock of Dendo during the past two years. Dendo has submitted it
common stock for quotation on the OTC Bulletin Board of the National
Association of Securities Dealers ("NASD")and is currently in the review
process.
(B) HOLDERS.
The number of record holders of Dendo's securities as of the
date of this Registration Statement is approximately 46; based upon an
examination of the current list of Dendo's stockholders, there are no
securities held in the names of CEDE & Co., Depository Trust Company or any
broker/dealer.
(C) DIVIDENDS.
Dendo has not declared any cash dividends with respect to
its common stock, and does not intend to declare dividends in the foreseeable
future. The future dividend policy of Dendo cannot be ascertained with any
certainty, and if and until Dendo completes any acquisition, reorganization or
merger, no such policy will be formulated. There are no material restrictions
limiting, or that are likely to limit, Dendo's ability to pay dividends on its
securities.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
During the next 12 months, Dendo's only foreseeable cash
requirements will relate to maintaining Dendo in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture; current cash assets are believed to be sufficient for this
purpose during the next 12 months.
Results of Operations.
- ---------------------
Dendo has had no material operations for over five years.
It incurred losses of (7,046), for the year ended December 31,2000; and
($25,113) for the year ended December 31, 1999, from discontinued operations.
There were no revenues during the periods ended December 31, 2000
and 1999. General and administrative expenses were $7,046 during December 31,
2000, and $16,803 during the period ended December 31, 1999. These expenses
are primarily legal and accounting costs.
Liquidity.
- ---------
During the year ended December 31, 2000, cash in the bank was $7,242
compared to $11,630 for the year ended December 31, 1999, with liabilities of
$1,139 and $2,571, respectively. $25,000 was provided by subscriptions for
the purchase of 2,500,000 shares of Dendo's common stock at a price of $0.01
per share during 1998.
Item 7. FINANCIAL STATEMENTS.
See attached financial statements.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the two most recent fiscal years, there has not been any change
in the principal independent accountant for the registrant, and there has been
no disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS.
- ------------------------------------------------------------------------
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the names of all current directors
and executive officers of Dendo. These persons will serve until the
next annual meeting of the stockholders (held in April of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---------- ----------- --------------
Cornelius A.
Hofman President 9/15/98 *
Secretary 9/15/98 *
Director 9/15/98 *
Business Experience.
- --------------------
Cornelius A. Hofman, President, Secretary and Director. Mr. Hofman
is 35 years of age. Since 1995 to present, Mr. Hofman has served as the
President of General Economic Consulting, Inc., where he provides a broad
range of valuation services to businesses, governments, individuals, attorneys
and investment groups in the context of mergers, expansions, acquisitions,
divestitures and litigation. From 1993 until 1995, he was engaged as an
Economist, by Crowe, Chizek & Company, where he provided consulting services
regarding business valuations, mergers, acquisitions, company divestitures,
economic damage disputes, stock option valuations, preferred stock valuations
and related transactions. Mr. Hofman has BA , Asian Studies, Cornell
University, 1991, where he graduated Magna Cum Laude; an MA, Japanese Studies,
University of Pennsylvania, 1992; and an MBA, Economics and Finance,
University of Chicago, 1994. Mr. Hofman has been the Editor, The Economic
Counselor, since 1997; is a member of the American Economics Association, the
National Association of Forensic Economics and the American Law and Economics
Association; and is a frequent lecturer.
Significant Employees.
- ----------------------
Dendo has no significant employees who are not executive officers.
Family Relationships.
- ---------------------
Mr. Hofman serves as the sole director and executive officer of
Dendo.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director,
executive officer or person nominated to become a director or an executive
officer of Dendo:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 10. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by Dendo for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricted lying Pay- comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
- ------------------------------------------------------------------------------
Cornelius A.
Hofman 12/31/2000 0 0 0 0 0 0 0
President,
Secretary
Director
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to Dendo's management during the
calendar years ended December 31, 2000 or 1999. Further, no member of Dendo's
management has been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within this
Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which Dendo's
directors are compensated for any services provided as director. No
additional amounts are payable to Dendo's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from Dendo, with respect
to any director or executive officer of Dendo which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with Dendo, any change in
control of Dendo, or a change in the person's responsibilities following a
change in control of Dendo.
Item 11. Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than 5% of Dendo's common stock as of March 29, 2001.
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
Cornelius A. Hofman 2,500,000 90%
227 South Ninth Avenue
Pocatello, Idaho 83201
TOTAL 2,500,000 90%
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of Dendo's
directors and executive officers as of the date of this Registration
Statement:
Number of Shares Percentage of
Name and Address Beneficially Owned of Class
- ---------------- ------------------- -------------
Cornelius A. Hofman 2,500,000 90%
227 South Ninth Avenue
Pocatello, Idaho 83201
TOTAL 2,500,000 90%
All Directors and Officers
as a group (1) 2,500,000 90%
Changes in Control.
- -------------------
There are no present arrangements or pledges of Dendo's securities
which may result in a change in control of Dendo.
Item 12. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Except as indicated under the heading "Business Development,"
Part I, Item 1, and in Note 4 to the financial statements of Dendo (Part F/S)
accompanying this Registration Statement, there have been no material
transactions, series of similar transactions, currently proposed transactions,
or series of similar transactions, to which Dendo and any director, executive
officer, 5% stockholder or associate of any of these persons.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(A) Exhibits.
Consent of Accountants Filed Herewith
27.01 Financial Data Filed Herewith
(B) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of 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.
DENDO GLOBAL CORP.
Date: March 29, 2001 /s/Cornelius B. Hofman
Cornelius B. Hofman
Sole Director & Officer
DENDO GLOBAL CORPORATION
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 2000
DENDO GLOBAL CORPORATION
[A Development Stage Company]
CONTENTS
PAGE
Independent Auditors' Report 1
Balance Sheet, December 31, 2000 2
Statements of Operations, for the years ended
December 31, 2000 and 1999 and from inception
on December 29, 1994 through December 31,
2000 3
Statement of Stockholders' Equity, from inception
on December 29, 1994 through December 31,
2000 4 - 5
Statements of Cash Flows for the years ended
December 31, 2000 and 1999 and from inception
on December 29, 1994 through December 31,
2000 6
Notes to Financial Statements 7 - 10
INDEPENDENT AUDITORS' REPORT
Board of Directors
DENDO GLOBAL CORPORATION
Pocatello, Idaho
We have audited the accompanying balance sheet of Dendo Global Corporation [a
development stage company] at December 31, 2000, and the related statements of
operations, stockholders' equity and cash flows for the years ended December
31, 2000 and 1999 and for the period from inception on December 29, 1994
through December 31, 2000. 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 audits.
We conducted our audits 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Dendo Global Corporation [a
development stage company] as of December 31, 2000, and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999
and for the period from inception through December 31, 2000, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company has incurred losses since its inception and has not
yet been successful in establishing profitable operations, raising substantial
doubt about its ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 6. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
March 6, 2001
Salt Lake City, Utah
DENDO GLOBAL CORPORATION
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
2000
_________
CURRENT ASSETS:
Cash $ 7,242
_________
Total Current Assets 7,242
_________
$ 7,242
_________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,571
_________
Total Current Liabilities 2,571
_________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
5,000,000 shares authorized, no
shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
2,775,000 shares issued and
outstanding 2,775
Capital in excess of par value 70,398
Deficit accumulated during the
development stage (68,502)
_________
Total Stockholders' Equity 4,671
_________
$ 7,242
_________
The accompanying notes are an integral part of these financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Year From Inception
Ended on December 29,
December 31, 1994 Through
December 31,
2000 1999 2000
REVENUE: $ - $ - $ -
OPERATING EXPENSES:
General and
administrative 7,046 16,803 23,849
OPERATING LOSS (7,046) (16,803) (23,849)
OTHER INCOME:
Interest income 87 301 388
Total Other Income 87 301 388
(LOSS) BEFORE INCOME TAXES (6,959) (16,502) (23,461)
CURRENT INCOME TAX EXPENSE - - -
DEFERRED INCOME TAX EXPENSE - - -
LOSS FROM CONTINUING OPERATIONS (6,959) (16,502) (23,461)
DISCONTINUED OPERATIONS:
Loss from operations of
discontinued line of business - (8,611) (45,041)
NET LOSS $(6,959) $(25,113) $(68,502)
LOSS PER COMMON SHARE:
Continuing operations $ (.00) $ (.01) $ (.02)
Discontinued operations (.00) (.00) (.04)
Total Loss Per Share $ (.00) (.01) (.06)
The accompanying notes are an integral part of these financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION ON DECEMBER 29, 1994
THROUGH DECEMBER 31, 2000
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
__________________________ _________Excess of Development
Shares Amount Shares Amount Par Value Stage
__________________________________________________________
BALANCE,
December 29, 1994 - $ - - $ - $ - $ -
Issuance of common
stock to initial
stockholders for
cash at $.04 per
share, December,
1994 - - 12,500 12 488 -
Net loss for the
period ended
December 31, 1994 - - - - - (6)
___________________________________________________________
BALANCE, December
31, 1994 - - 12,500 12 488 (6)
Issuance of
restricted common
stock cash,
January - February
1995 at $.01 to
$.04 per share - - 162,500 163 1,837 -
Issuance of common
stock pursuant to
a public offering
for cash, September
- - December, 1995
at $.50 per share,
net of offering
costs of $4,327 - - 100,000 100 45,573 -
Net loss for the
year ended
December 31, 1995 - - - - - (5,758)
___________________________________________________________
BALANCE, December
31, 1995 - - 275,000 275 47,898 (5,764)
Net loss for the
year ended
December 31, 1996 - - - - - (7,461)
___________________________________________________________
BALANCE, December
31, 1996 - - 275,000 275 47,898 (13,225)
Net loss for the
year ended
December 31, 1997 - - - - - (16,264)
___________________________________________________________
BALANCE, December 31,
1997 - - 275,000 275 47,898 (29,489)
Issuance of
restricted common
stock for cash,
August, 1998
at $.01 per share - - 2,500,000 2,500 22,500 -
Net loss for the
year ended
December 31, 1998 - - - - - (6,941)
_________________________________________________________
BALANCE, December
31, 1998 - - 2,775,000 2,775 70,398 (36,430)
Net loss for the
year ended
December 31, 1999 - - - - - (25,113)
__________________________________________________________
[Continued]
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION ON DECEMBER 29, 1994
THROUGH DECEMBER 31, 2000
[CONTINUED]
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
___________________________________Excess of Development
Shares Amount Shares Amount Par Value Stage
_________________________________________________________
BALANCE, December 31,
1999 - $ - 2,775,000 $ 2,775 $ 70,398 $ (61,543)
Net loss for the
year ended
December 31, 2000 - - - - - (6,959)
_________________________________________________________
BALANCE, December 31,
2000 - $ - 2,775,000 $ 2,775 $ 70,398 $ (68,502)
_________________________________________________________
The accompanying notes are an integral part of these financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Year From Inception
Ended on December 29,
December 31, 1994 Through
_____________________ December 31,
2000 1999 2000
____________________________________
Cash Flows Provided by Operating
Activities:
Net loss $ (6,959) $ (25,113) $ (68,502)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation and
amortization expense - 66 10,339
Noncash expense - 8,545 8,545
Changes in assets and
liabilities:
Other current assets - 37 -
Accounts payable 2,571 (1,939) 2,571
Other accrued liabilities - - -
Net Cash Flows (Used) by
Operating Activities (4,388) (18,404 ) (47,047)
_____________________________________
Cash Flows Provided by Investing
Activities:
Organization costs - - (330)
Purchase of equipment - - (6,023)
Payment of software development
cost - - (12,531)
_____________________________________
Net Cash (Used) by Investing
Activities - - (18,884)
_____________________________________
Cash Flows Provided by Financing
Activities:
Proceeds from common stock
issuance - - 77,500
Stock offering costs - - (4,327)
Proceeds from capital lease - - 8,500
Payments on capital lease - - (8,500)
_____________________________________
Net Cash Provided by
Financing Activities - - 73,173
_____________________________________
Net Increase (Decrease) in Cash (4,388) (18,404) 7,242
Cash at Beginning of Period 11,630 30,034 -
______________________________________
Cash at End of Period $ 7,242 $ 11,630 $ 7,242
______________________________________
Supplemental Disclosures of Cash
Flow Information:
Cash paid during the year for:
Interest $ - $ - $ 79
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financial Activities:
During the year ended December 31, 2000:
None.
During the year ended December 31, 1999:
During 1999, the Company transferred assets with a net book value of $8,545 to
its former president for compensation expense.
The accompanying notes are an integral part of these financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Dendo Global Corporation (the Company) was organized under the
laws of the State of Nevada on December 29, 1994 as Top Flight Software, Inc.
The Company subsequently changed its name to Dendo Global Corporation. The
Company had been developing and marketing management software for pigeon
breeders and racers. However, the business proved to be unsuccessful and
during January 1999 the Company discontinued its operations and is now
exploring various other business opportunities. The Company is considered a
development stage company as defined in SFAS No. 7. The Company has, at the
present time, not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.
Organization Costs - The Company expensed its organization costs, in
accordance with Statement of Position 98-5.
Loss Per Share - The computation of loss per share of common stock is based on
the weighted average number of shares outstanding during the periods
presented, in accordance with Statement of Financial Accounting Standards No.
128, "Earnings Per Share" [See Note 7].
Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.
Accounting 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 property and
equipment, software development cost and liabilities, the disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reported period.
Actual results could differ from those estimated.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards (SFAS) No. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - deferral of the effective date of FASB Statement No. 133 (an
amendment of FASB Statement No. 133.),", SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - and Amendment of SFAS
No. 133", SFAS No. 139, "Recission of SFAS No. 53 and Amendment to SFAS No 63,
89 and 21", and SFAS No. 140, "Accounting to Transfer and Servicing of
Financial Assets and Extinguishment of Liabilities", were recently issued SFAS
No. 136, 137, 138, 139 and 140 have no current applicability to the Company or
their effect on the financial statements would not have been significant.
NOTE 2 - CAPITAL STOCK TRANSACTIONS
Change in Control - During August 1999, an individual purchased 2,500,000
shares of common stock of the Company giving him 90% controlling interest in
the Company. Total proceeds from the sale of stock amounted to $25,000 (or
$.01 per share). The former officer and director resigned and the individual
was elected as the new president and board member.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK TRANSACTIONS [Continued]
Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value with such rights, preferences and designations and to
be issued in such series as determined by the Board of Directors. No shares
are issued or outstanding at December 31, 2000 and 1999.
NOTE 3 - RELATED PARTY TRANSACTIONS
Rent - The Company has not had a need to rent office space. An officer of the
Company is allowing the Company to use his address, as needed, at no expense
to the Company.
Management Compensation - The Company did not pay any cash compensation to its
officers and directors during 2000 and 1999. However the Company did transfer
the remaining assets from its discontinued operations to its former president
during 1999. The assets transferred had a net book value of $8,545.
NOTE 4 - DISCONTINUED OPERATIONS
Discontinued Operations - The accompanying financial statements as of December
31, 2000 and 1999 have been reclassified to reflect management's decision to
discontinue the Company's operations in development and marketing of
management software for pigeon breeding and racing operations during January,
1999. The Company's operations in the development and marketing of management
software for pigeon breeders and racers for the years ended December 31, 2000
and 1999 are included as Discontinued Operations in the financial statements
of the Company. Revenue for the years ended December 31, 2000 and 1999 and
for the period from inception through December 31, 2000 and 1999 relating to
these operations were $0, $0 and $17,056, respectively.
Assets transferred to the former president during 1999 in payment of
compensation consisted of the following:
1999
___________
Property and equipment, net $ 2,283
Software development cost, net 3,748
Programming services, net 2,515
___________
Totals $ 8,545
___________
Assets are shown at their net book values.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - DISCONTINUED OPERATIONS [Continued]
The following is a condensed, proforma statement of operations that reflects
what the presentation would have been without the reclassifications required
by "discontinued operations" accounting principles:
From Inception
For the on December 29,
Year Ended 1994 Through
December 31, December 31,
1999 2000
____________ ____________
Net Sales: $ - $ 17,056
Cost of Goods Sold: - (6,368)
Other Operating Expenses: (25,414) (81,378)
Other Income (Expense): 301 2,188
____________ ____________
Net loss: $ (25,113) $ (68,502)
____________ ____________
loss per Share: $ (.01) $ (.06)
____________ ____________
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with Statements of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". FASB
109 requires the Company to provide a net deferred tax/liability equal to the
expected future tax benefit/expense of temporary reporting differences between
book and tax and any available operating loss or tax credit carryforwards. At
December 31, 2000, the Company has available unused operating loss
carryforwards of approximately $68,000, which may be applied against future
taxable income and which expire in various years through 2020. The amount of
and ultimate realization of the benefits from the operating loss carryforwards
for income tax purposes is dependent, in part, upon the tax laws in effect,
the future earning of the Company, and other future events, the effects of
which cannot be determined. Because of the uncertainty surrounding the
realization of the loss carryforwards the Company has established a valuation
allowance equal to the tax effect of the loss carryforwards and, therefore, no
deferred tax asset has been recognized for the loss carryforwards. The net
deferred tax assets are approximately, $23,200 at December 31, 2000, with an
offsetting valuation allowance of the same amount resulting in a change in the
valuation allowance of approximately $2,400 during 2000.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has incurred losses
since its inception and has not yet been successful in establishing profitable
operations. These factors raise substantial doubt about the ability of the
Company to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by operations
through additional sales of its common stock. There is no assurance that the
Company will be successful in raising this additional capital or achieving
profitable operations. The financial statements do not include any
adjustments that might result if the Company is unsuccessful at establishing
profitable operations.
NOTE 7 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share for the
periods presented:
For the From Inception
Year Ended on December 29,
December 31, 1994 Through
________________________ December 31,
2000 1999 2000
___________ __________ _____________
Loss from continuing operations
available to common shareholders
(numerator) $ (6,959) $ (16,502) $ (23,461)
___________ ___________ ____________
Loss from discontinued operations
available to common shareholders
(numerator) $ - $ (8,611) $ (45,041)
___________ ___________ ____________
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) 2,775,000 2,775,000 1,264,642
___________ ___________ ____________
Dilutive loss per share was not presented, as the Company had no common stock
equivalent shares for all period presented that would affect the computation
of diluted loss per share.