U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No.: 000-27867
DENDO GLOBAL CORP.
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(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0533626
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer Identification No.)
5555 N. Star Ridge Way
Star, Idaho 83669
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(Address of Principal Executive Office)
Issuer's Telephone Number: (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 issuer had $1 in revenues for the year ended December 31, 2002.
The aggregate market value of the common voting stock held by non-affiliates
as of March 12, 2003: $2,775.00 (Since there has been no public market for
these shares ,we have arbitrarily valued them at par value.)
Shares outstanding of the Issuer's common stock as of March 12 2003: 2,775,000
DOCUMENTS INCORPORATED BY REFERENCE: None.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) Business Development.
From Inception to December 31, 2002.
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, pursuant to 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.
Events Subsequent to December 31, 2002.
Effective Marc 21, 2002, Dendo effected a forward split of its
outstanding common stock by dividend on a basis of five for one, requiring a
mandatory exchange of stock certificates to receive the dividend.
On February 20, 2003, we signed a Letter of Intent with U.S.
Wireless Online, Inc., a Georgia corporation ("U.S. Wireless"), regarding a
proposed Agreement and Plan of Reorganization (the "Agreement"), pursuant to
which Dendo may acquire all of the outstanding securities of U.S. Wireless for
18,000,000 post-dividend shares, while cancelling approximately 13,875,000
post-dividend shares so that the post-reorganized Dendo would have
approximately 20,000,000 outstanding shares of common stock, excluding options
and similar securities presently being determined. As an additional condition
of closing, U.S. Wireless is to raise a minimum of $250,000, with the funds to
be released to the reorganized Dendo upon closing. There is no assurance that
this reorganization will be completed, and the respective parties are in the
"due diligence" process of investigating each other. U.S. Wireless was formed
in 2000 to take advantage of opportunities in the broadband data marketplace,
including the "last mile" high speed Internet access, mobile Internet access
and other high speed access products.
(B) Business.
Our Company is not currently engaged in any substantive business
activity and, except as discussed below, we have no plans to engage in any
such activity in the foreseeable future. In our present form, we may be
deemed to be a vehicle to acquire or merge with a business or company.
Regardless, the commencement of any business opportunity will be preceded by
the consideration and adoption of a business plan by our Board of Directors.
If we do not complete the U.S. Wireless reorganization, our plan of
operation for the next 12 months will be to:(i) consider industries in which
our Company may have an interest; (ii) adopt a business plan with respect to
the business of any selected industry; and (iii) commence such operations
through funding and/or the acquisition of a "going concern" engaged in the
industry selected.
We do not intend to restrict our search to any particular business
or industry, and the areas in which we will seek out particular business
opportunities or acquisitions, reorganizations or mergers may include, but
will not be limited to, the fields of high technology, manufacturing, natural
resources, service, research and development, communications, transportation,
insurance, brokerage, finance and all medically related fields, among others.
We recognize that the number of suitable potential business ventures that may
be available to us may be extremely limited, and may be restricted to entities
who desire to avoid what these entities may deem to be the adverse factors
related to an initial public offering ("IPO"). The most prevalent of these
factors include substantial time requirements, legal and accounting costs, the
inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial
statements for such an undertaking, limitations on the amount of dilution to
public investors in comparison to the stockholders of any such entities, along
with other conditions or requirements imposed by various federal and state
securities laws, rules and regulations. Any of these types of transactions,
regardless of the prospects, would require us to issue a substantial number of
shares of our common stock, usually amounting to between 80% and 95% of our
outstanding securities following the completion of any such transaction;
accordingly, investments in any such private enterprise, if available, would
be much more favorable than any investment in the Company.
It the U.S. Wireless reorganization is not completed, management
intends to consider a number of factors prior to making any decision as to
whether to participate in any specific business endeavor, none of which may be
determinative or provide any assurance of success. These may include, but
will not be limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or marketing
concepts; the merit of technological changes; its present financial condition,
projected growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects;
the nature of its present and expected competition; the quality and experience
of its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically
related to its business operations; its potential for growth, expansion and
profit; the perceived public recognition or acceptance of its products,
services, trademarks and name identification; and numerous other factors which
are difficult, if not impossible, to properly or accurately analyze, let alone
describe or identify, without referring to specific objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to our
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
We are unable to predict the time as to when and if we may actually
participate in any specific business endeavor. We anticipate that
proposed business ventures will be made available to us through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals. In certain cases, we may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which our Company eventually participates. Such persons
may include our directors, executive officers and beneficial owners our
securities or their affiliates. In this event, such fees may become a factor
in negotiations regarding any potential venture and, accordingly, may present
a conflict of interest for such individuals. Management does not presently
intend to acquire or merge with any business enterprise in which any member
has a prior ownership interest.
The Company's directors and executive officers have not used any
particular consultants, advisors or finders on a regular basis.
Although Dendo currently has no plans to do so, depending on the
nature and extent of services rendered, it may compensate members of
management in the future for services that they may perform for the Company.
Because we currently have extremely limited resources, and we are unlikely to
have any significant resources until we have determined a business or
enterprise to engage in or have completed a merger or acquisition, management
expects that any such compensation would take the form of an issuance of the
Company's common stock to these persons; this would have the effect of further
diluting the holdings of our other stockholders. There are presently no
preliminary agreements or understandings between us and members of management
respecting such compensation.
Substantial fees are often paid in connection with the completion of
all types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $400,000. These fees are usually divided among promoters
or founders, after deduction of legal, accounting and other related expenses,
and it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement
to retire a portion of the shares of common stock owned by them. Management
may actively negotiate or otherwise consent to the purchase of all or any
portion of their common stock as a condition to, or in connection with, a
proposed reorganization, merger or acquisition. It is not anticipated that
any such opportunity will be afforded to other stockholders or that such
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction. In the event that such fees are paid,
they may become a factor in negotiations regarding any potential acquisition
by the Company and, accordingly, may also present a conflict of interest for
such individuals. Except as discussed above with respect to the US Wireless
letter of intent, we have no present arrangements or understandings
respecting any of these types of fees or opportunities.
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 and filing 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 Company is a party or of which any of its property is subject and no
such proceedings are known to the Company 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 Annual Report.
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) Market Information.
There has been no "established trading market" or public market
for shares of common stock of Dendo during the past three years.
(B) Holders.
The number of record holders of Dendo's securities as of the
date of this Annual Report 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.
(D) Recent Sales of Unregistered Securities.
Dendo has not sold any equity securities during the period
covered by this Annual Report that were not registered under the Securities
Act of 1933, as amended (the "Securities Act.")
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) Plan of Operation.
If we do not complete the U.S. Wireless reorganization, our plan of
operation for the next 12 months will be to:(i) consider industries in which
our Company may have an interest; (ii) adopt a business plan with respect to
the business of any selected industry; and (iii) commence such operations
through funding and/or the acquisition of a "going concern" engaged in the
industry selected.
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.
(B) Results of Operations.
Dendo has had no material operations for over four years.
It incurred losses of ($5,959), for the year ended December 31, 2002; and
($6,678) for the year ended December 31, 2001.
There was $1 in revenues during the year ended December 31, 2002
and no revenue during 2001. General and administrative expenses were $5,959
during December 31, 2002, and $6,678 during the year ended December 31,
2001. These expenses are primarily legal and accounting costs.
(C) Liquidity.
At year end December 31, 2002, cash in the bank was $316, with
liabilities of $8,282. $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.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 2001
CONTENTS PAGE
Independent Auditors' Report 1
Balance Sheet, December 31, 2002 2
Statements of Operations, for the years ended
December 31, 2002 and 2001 and from inception
on December 29, 1994 through December 31,
2002 3
Statement of Stockholders' Equity (Deficit),
from inception on December 29, 1994 through
December 31, 2002 4 - 5
Statements of Cash Flows for the years ended
December 31, 2002 and 2001 and from inception
on December 29, 1994 through December 31, 2002 6
Notes to Financial Statements 7 - 9
INDEPENDENT AUDITORS' REPORT
Board of Directors
DENDO GLOBAL CORPORATION
Star, Idaho
We have audited the accompanying balance sheet of Dendo Global Corporation [a
development stage company] at December 31, 2001, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2002 and 2001 and for the period from inception on December 29,
1994 through December 31, 2002. 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 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 audited by us present fairly, in all
material respects, the financial position of Dendo Global Corporation [a
development stage company] as of December 31, 2002, and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001
and for the period from inception on December 29, 1994 through December 31,
2001, 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 5 to the financial
statements, the Company has incurred losses since its inception has current
liabilities in excess of current assets and has no on-going 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 5.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
March 11, 2003
Salt Lake City, Utah
DENDO GLOBAL CORPORATION
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31, 2002
CURRENT ASSETS:
Cash $ 316
Total Current Assets
$ 316
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$ 316
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 7,005
Advanced from related party 250
Accrued interest-related party 27
Note Payable-related party 1,000
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Total Current Liabilities $ 8,282
STOCKHOLDERS' EQUITY (DEFICIT):
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 (81,139)
Total Stockholders' Equity (Deficit) (7,966)
-------------
$ 316
The accompanying notes are an integral part of these financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Years From Inception
Ended On December 29,
December 31, 1994 Through
December 31,
2002 2001 2002
REVENUE: $ - $ - $ -
OPERATING EXPENSES:
General and
administrative 5,933 6,693 36,475
OPERATING LOSS (5,933) (6,693) (36,475)
OTHER INCOME:
Interest income 1 15 404
Total Other Income 15 87 (27)
(LOSS) BEFORE INCOME TAXES (5,959) (6,678) (36,098)
CURRENT INCOME TAX EXPENSE - - -
DEFERRED INCOME TAX EXPENSE - - -
LOSS FROM CONTINUING OPERATIONS (5,959) (6,678) (36,098)
DISCONTINUED OPERATIONS:
Loss from operations of
discontinued line of business - - (45,041)
NET LOSS $(5,959) $ (6,678) $(81,139)
LOSS PER COMMON SHARE:
Continuing operations $ (.00) $ (.00) $ (.02)
Discontinued operations - - (.03)
Total Loss Per Share $ (.00) $ (.00) $ (.05)
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, 2002
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 common
stock for cash, at
$.01 to $.04 per
share, January to
February 1995 - - 162,500 163 1,837 -
Issuance of common
stock for cash at
$.50 per share net
of offering costs of
$4,327, September to
December 1995 - - 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
common stock for
cash at $.01 per share.
August, 1998 - - 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, 2002
[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)
Net loss for the
year ended
December 31, 2001 - - - - - (6,678)
_________________________________________________________
Balance,
December 31, 2001 - $ - 2,775,000 $ 2,775 $ 70,398 $ (75,180)
Net loss for the
year ended
December 31, 2002 - - - - -
(5,959)
Balance,
December 31, 2002 - $ - 2,775,000 $ 2,775 $ 70,398 $ (81,139)
The accompanying notes are an integral part of these financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Years From Inception
Ended on December 29,
December 31, 1994 Through
___________________ December 31,
2002 2001 2002
____________________________________
Cash Flows Provided by Operating
Activities:
Net loss $ (5,959) $ (6,678) $ (81,139)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Depreciation and
amortization expense - - 10,339
Noncash expense - - 8,545
Changes in assets and liabilities:
Increase (decrease) in accounts
payable 5,106 (672) 7,005
Increase in accrued interest
- related party 27 - 27
Net Cash Flows (Used) by
Operating Activities (826) (7,350) (55,223)
_____________________________________
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)
Advance from related party - 250 250
Proceeds from note payable
- related party 1,000 - 1,000
Proceeds from capital lease - - 8,500
Payments on capital lease - - (8,500)
_____________________________________
Net Cash Provided by
Financing Activities 1,000 250 73,423
_____________________________________
Net Increase (Decrease) in Cash 174 (7,100) 316
Cash at Beginning of Period 142 7,242 -
_____________________________________
Cash at End of Period $ 142 $ 142 $ 316
_____________________________________
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 period from inception on December 29, 1994 through
December 31, 2002:
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 Statement of Financial Accounting
Standards 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.
Loss Per Share - The computation of loss per share 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 assets 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.141, "Business Combinations" SFAS, No. 142, "Goodwill
and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement
Obligations", and SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", were recently issued. SFAS No. 141, 142, 143 and 144 have
no current applicability to the Company or their effect on the financial
statements would not have been significant.
NOTE 2 - CAPITAL STOCK TRANSACTIONS
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 and outstanding at December 31, 2002.
Common Stock - The Company has authorized 50,000,000 shares of common stock at
$.001 par value. As of December 31, 2002 the Company issued 2,775,000 shares
issued and outstanding.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK TRANSACTIONS [Continued]
Change in Control - During August 1998, an individual purchased 2,500,000
shares of common stock of the Company giving him a 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 director.
NOTE 3 - RELATED PARTY TRANSACTIONS
Note Payable - On September 11, 2002, the Company signed a $1,000 note payable
to an entity controlled by a shareholder of the Company. The note accrues
interest at 10% per annum and is due on demand. At December 31, 2002, accrued
interest payable on the note amounted to $27.
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 2002 and 2001.
Advance - An officer/shareholder of the company has advanced $250 to the
Company on a non-interest bearing basis.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statements of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
No.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, 2002, the Company has available unused
operating loss carryforwards of approximately $80,600, which may be applied
against future taxable income and which expire in various years through 2022.
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, $27,400 and
$25,600 at December 31,2002 and 2001, respectively with an offsetting
valuation allowance of the same amount resulting in a change in the valuation
allowance of approximately $1,800 during 2002.
NOTE 5 - 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, has current liabilities in excess of current assets and
has no on-going operations, raising substantial doubt about the ability of the
Company to continue as a going concern. In this regard, management is
proposing ro raise any necessary additional funds not provided by operations
through loans or 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 from the outcome of theses
uncertainties.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share for the
periods presented:
For the From Inception
Years Ended on December 29,
December 31, 1994 Through
_______________________ December 31,
2002 2001 2002
_________ __________ _____________
Loss from continuing operations
available to common shareholders
(numerator) $ (5,959) $ (6,678) $ (36,098)
___________ ___________ ____________
Loss from discontinued operations
available to common shareholders
(numerator) $ - $ - $ (45,041)
___________ ___________ ____________
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) 2,775,000 2,775,000 1,641,715
___________ ___________ ____________
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.
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 Company, 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 *
(B) Business Experience.
Cornelius A. Hofman, President, Secretary and Director. Mr. Hofman
is 36 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.
(C) Significant Employees.
Dendo has no significant employees who are not executive officers.
(D) Family Relationships.
Mr. Hofman serves as the sole director and executive officer of
Dendo.
(E) 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.
(A) Summary Compensation Table.
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
sat'n
- ------------------------------------------------------------------------------
Cornelius A.
Hofman 12/31/2001 0 0 0 0 0 0 0
President, 12/31/2002 0 0 0 0 0 0 0
Secretary
Director
(B) Stock Option Plans.
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, 2002 or 2001. 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.
(C) 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.
(D) Employment Contracts and Termination of Employment and Change-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.
(A) Five Percent Table.
The following table sets forth the share holdings of those persons
who own more than 5% of Dendo's common stock as of March 12, 2003:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------- ---------
Cornelius A. Hofman 2,500,000 90%
5555 N. Star Ridge Way
Star, Idaho 83669
TOTAL 2,500,000 90%
(B) Security Ownership of Management.
The following table sets forth the share holdings of Dendo's
directors and executive officers as of March 12, 2003:
Number of Shares Percentage of
Name and Address Beneficially Owned of Class
- ---------------- ------------------- -------------
Cornelius A. Hofman 2,500,000 90%
5555 N. Star Ridge Way
Star, Idaho 83669
TOTAL 2,500,000 90%
All Directors and Officers
as a group (1) 2,500,000 90%
(C) Changes in Control.
There are no present arrangements or pledges of Dendo's securities
which may result in a change in control of Dendo.
(D) Securities Authorized for Issuance under Equity Compensation Plans.
None; not applicable.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as indicated under the heading "Business Development,"
Part I, Item 1, and in Note 3 to the financial statements of Dendo (Part II,
Item 7) accompanying this Annual Report, there have been no material
transactions, series of similar transactions, currently proposed transactions,
or series of similar transactions, between 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.
None.
(B) Reports on Form 8-K.
None.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this Annual Report, we carried out an
evaluation, under the supervision and with the participation of our CEO and
CFO, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our CEO and CFO concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic
Securities and Exchange Commission reports. It should be noted that the
design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dendo Global Corp.
Date: 03/26/03 By: /s/Cornelius B. Hofman
--------- -----------------------
Cornelius B. Hofman
President, Secretary,
Treasurer, CFO
In accordance with the Exchange Act, this Annual Report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date: 03/26/03 By: /s/Cornelius B. Hofman
--------- -----------------------
Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cornelius B. Hofman, Chief Executive Officer of Dendo Global Corp.(the
"Registrant"), certify that:
1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;
2. Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this Annual
Report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this Annual Report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report my conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified
for the Registrant's auditors any material weaknesses in internal controls;
and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officer and I have indicated in
this Annual Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: 03/26/03 /s/ Signature: Cornelius B. Hofman
--------------------------------------
Cornelius B. Hofman
Chief Executive Officer and CFO
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dendo Global Corp. (the
"Registrant") on Form 10-KSB for the fiscal year ended December 31, 2002,
as filed with the Securities and Exchange Commission on the date hereof, I,
Cornelius B. Hofman, President and Secretary of the Registrant, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Annual Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Annual Report fairly presents,
in all material respects, the financial condition and result of operations of
the Registrant.
Dated: 03/26/03 Signature:/s/ Cornelius B. Hofman
-------- --------------------------
Cornelius B. Hofman
President, Secretary &
Treasurer