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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For year ended December 31, 2003 Commission File No. 0-27781
MNS EAGLE EQUITY GROUP III, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 84-1517723
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12373 East Cornell Avenue
Aurora, Colorado 80014 (303) 478-4442
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(Address of Principal's Executive Offices) (Registrant's Telephone No.
incl. area code)
Securities registered pursuant to
Section 12(b) of the Act: NONE
Securities registered pursuant to
Section 12(g) of the Act: Common stock, $.001 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes X No
----- -----
Indicate by check mark if no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is 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.
Yes X No
----- -----
The registrant's revenues for its most recent fiscal year were $-0-.
The aggregate market value of the 37,206 shares of common stock of the
registrant held by non-affiliates on December 31, 2003, was not determinable.
At January 31, 2003, a total of 647,584 shares of common stock were
outstanding.
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TABLE OF CONTENTS
PART I
Item 1. Description of Business......................................... 3
Item 2. Description of Property......................................... 11
Item 3. Legal Proceedings............................................... 11
Item 4. Submission of Matters to a Vote of Security Holders............. 11
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters............................................. 12
Item 6. Management's Discussion and Analysis or Plan of Operation....... 13
Item 7. Financial Statements............................................ 15
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.......................... 15
Item 8A. Controls and Procedures.......................................... 15
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act................ 16
Item 10. Executive Compensation........................................... 18
Item 11. Security Ownership of Certain Beneficial Owners and
Management....................................................... 20
Item 12. Certain Relationships and Related Transactions................... 21
Item 13. Exhibits and Reports on Form 8-K................................. 21
Item 14. Principal Accountant Fees and Services........................... 22
Index to Financial Statements.................................... 22
Financial Statements............................................. F-1
Signatures....................................................... 23
2
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements and information
relating to MNS EAGLE EQUITY GROUP III, INC. ("MNS" or "Company") that are based
on the beliefs of its management as well as assumptions made by and information
currently available to its management. When used in this report, the words
"anticipate", "believe", "estimate", "expect", "intend", "plan" and similar
expressions, as they relate to MNS or its management, are intended to identify
forward-looking statements. These statements reflect management's current view
of MNS concerning future events and are subject to certain risks, uncertainties
and assumptions, including among many others: a general economic downturn; a
downturn in the securities markets; a general lack of interest for any reason in
going public by means of transactions involving public blank check companies;
federal or state laws or regulations having an adverse effect on blank check
companies, Securities and Exchange Commission regulations which affect trading
in the securities of "penny stocks," and other risks and uncertainties. Should
any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. Readers should
realize that MNS is in the development stage, with no assets, and that for MNS
to succeed requires that it either originate a successful business (for which it
lacks the funds) or acquire a successful business. MNS's realization of its
business aims as stated herein will depend in the near future principally on the
successful completion of its acquisition of a business, as discussed below.
PART I
Item 1. DESCRIPTION OF BUSINESS.
BACKGROUND
MNS EAGLE EQUITY GROUP III, INC., a Nevada corporation, was incorporated on
February 28, 1997. MNS issued 725,000 shares of common stock to MNS Eagle Equity
Group, Inc. ("MNS Parent") for cash, organization costs and deferred offering
costs. MNS is in the development stage with no significant assets or liabilities
and has been essentially inactive, except for organizational activities and the
private placement offering described below.
MNS Parent offered for sale, at the price of US$1.00 per unit, a total of
100,000 Units. Each Unit consisted of a share of common stock in six different
corporations for a total of six (6) shares of stock, including one share of
common stock, $.001 par value per share, of MNS Eagle Equity Group, Inc., the
former parent, and one share of common stock, $.001 par value per share, of each
of the following corporations organized in the State of Nevada and which were at
that time wholly owned subsidiaries of MNS Parent, namely: MNS Eagle Equity
Group I, Inc., MNS Eagle Equity Group II, Inc., MNS Eagle Equity Group III,
Inc., MNS Eagle Equity Group IV, Inc. and MNS Eagle Equity Group V, Inc. No
minimum number of Units had to be sold.
On October 31, 1997, MNS Parent closed the private placement offering. A
total of 7,500 units were sold for $7,500. The proceeds were allocated by MNS
Parent as follows: $5,000 to the parent and $500 to each of the wholly owned
subsidiaries.
MNS owns no real estate and has no full time employees, and it will have no
operations of its own unless and until it engages in one or more of the
activities described below under this ITEM 1. MNS is a "blank check" company
which intends to enter into a business combination with one or more as yet
unidentified privately held businesses.
EXCHANGE ACT REGISTRATION
MNS voluntarily filed a registration statement on Form 10-SB in October
1999 with the Securities and Exchange Commission ("SEC" or "Commission") in
order to register MNS's common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). MNS is required to file
quarterly, annual and other reports and other information with the SEC as
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required by the Exchange Act. If MNS's duty to file reports under the Exchange
Act is suspended, MNS intends to nonetheless continue filing reports on a
voluntary basis if it is able to do so.
PROPOSED BUSINESS
MNS intends to enter into a business combination with one or more as yet
unidentified privately held businesses. Management believes that MNS will be
attractive to privately held companies interested in becoming publicly traded by
means of a business combination with MNS, without offering their own securities
to the public. MNS will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. MNS has not entered into any agreement,
arrangement or understanding of any kind with any person regarding a business
combination.
Depending upon the nature of the transaction, the current officers and
directors of MNS probably will resign their directorship and officer positions
with MNS in connection with MNS's consummation of a business combination. See
"Form of Acquisition" below. MNS's current management will not have any control
over the conduct of MNS's business following MNS's completion of a business
combination.
It is anticipated that business opportunities will come to MNS's attention
from various sources, including its management, its other stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, venture capitalists, members of the financial community, and
others who may present unsolicited proposals. MNS has no plans, understandings,
agreements, or commitments with any individual or entity to act as a finder of
or as a business consultant in regard to any business opportunities for MNS.
There are no plans to use advertisements, notices or any general solicitation in
the search for combination candidates.
PRE-COMBINATION ACTIVITIES. MNS is a "blank check" company, defined as an
inactive, with nominal assets and liabilities. With these characteristics,
management believes that MNS will be attractive to privately held companies
interested in becoming publicly traded by means of a business combination with
MNS, without offering their own securities to the public. The term "business
combination" (or "combination") means the result of (i) a statutory merger of a
combination candidate into or its consolidation with MNS or a wholly owned
subsidiary of MNS formed for the purpose of the merger or consolidation, (ii)
the exchange of securities of MNS for the assets or outstanding equity
securities of a privately held business, or (iii) the sale of securities by MNS
for cash or other value to a business entity or individual, and similar
transactions.
A combination may be structured in one of the foregoing ways or in any
other form which will result in the combined entity being a publicly held
corporation. It is unlikely that any proposed combination will be submitted for
the approval of MNS's shareholders prior to consummation. Pending negotiation
and consummation of a combination, MNS anticipates that it will have no business
activities or sources of revenues and will incur no significant expenses or
liabilities other than expenses related to ongoing filings required by the
Exchange Act, or related to the negotiation and consummation of a combination.
MNS anticipates that the business opportunities presented to it will (1) be
recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (2) be experiencing
financial or operating difficulties; (3) be in need of funds to develop a new
product or service or to expand into a new market; (4) be relying upon an
untested product or marketing concept; or (5) have a combination of the
foregoing characteristics. Given the above factors, it should be expected that
any acquisition candidate may have a history of losses or low profitability.
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MNS will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Management's discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Management of MNS will
seek combination candidates in the United States and other countries, as
available time permits, through existing associations and by word of mouth.
MNS has not entered into any agreement or understanding of any kind with
any person regarding a business combination. There is no assurance that MNS will
be successful in locating a suitable combination candidate or in concluding a
business combination on terms acceptable to MNS. MNS's Board of Directors has
not established a time limitation by which it must consummate a suitable
combination; however, if MNS is unable to consummate a suitable combination
within a reasonable period, such period to be determined at the discretion of
MNS's Board of Directors, the Board of Directors will probably recommend its
liquidation and dissolution. It is anticipated that MNS will not be able to
diversify, but will essentially be limited to one such venture because of MNS's
lack of capital. This lack of diversification will not permit MNS to offset
potential losses from one acquisition against profits from another, and should
be considered an adverse factor affecting any decision to purchase MNS's
securities.
MNS's board of directors has the authority and discretion to complete
certain combinations without submitting them to the stockholders for their prior
approval. MNS's shareholders should not anticipate that they will have any
meaningful opportunity to consider or vote upon any candidate selected by MNS
management for acquisition. Generally, the prior approval of MNS's shareholders
will be required for any statutory merger of MNS with or into another company,
but shareholder approval will not be required if the following requirements are
met: (1) MNS's articles of incorporation will not change as a result of the
merger; (2) following the merger, each person who was a MNS shareholder
immediately prior to the merger will on the effective date of the merger
continue to hold the same number of shares, with identical designations,
preferences, limitations and relative rights; and (3) the number of MNS voting
and participating shares which are outstanding prior to the merger is not
increased more than 20% as a result of the merger, giving effect to the
conversion of convertible securities and the exercise of warrants, options and
other rights issued in the merger. It is likely, however, in management's
opinion that any combination entered into by MNS that takes the form of a merger
will result in the issuance of additional shares exceeding the 20% limitation.
Shareholder approval also will not be required as to any "short-form merger,"
meaning the merger into MNS of a company in which MNS already owns 90% or more
of the equity securities. Moreover, in the event that a business combination
occurs in the form of a stock-for-stock exchange or the issuance of stock to
purchase assets, the approval of MNS's shareholders will not be required by law
so long as it is MNS that acquires the shares or assets of the other company.
However, it is anticipated that MNS's shareholders will, prior to
completion of any combination, be given information about the candidate
company's business, financial condition, management and other information
required by ITEMs 6(a), (d), (e), 7 and 8 of Schedule 14A of Regulation 14A
under the Exchange Act, which is substantially the same information as required
in a proxy statement.
COMBINATION SUITABILITY STANDARDS. The analysis of candidate companies will
be undertaken by or under the supervision of MNS's President, who is not a
professional business analyst. See "MANAGEMENT" below.
To a large extent, a decision to participate in a specific combination may
be made upon management's analysis of the quality of the candidate company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the candidate will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to objectively quantify or
analyze. In many instances, it is anticipated that the historical operations of
a specific candidate may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches substantially,
5
expand significantly, change product emphasis, change or substantially augment
management, or make other changes. MNS will be dependent upon the owners and
management of a candidate to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes. Because MNS may participate in a business combination with a newly
organized candidate or with a candidate which is entering a new phase of growth,
it should be emphasized that MNS will incur further risks, because management in
many instances will not have proved its abilities or effectiveness, the eventual
market for the candidate's products or services will likely not be established,
and the candidate may not be profitable when acquired.
Otherwise, MNS anticipates that it may consider, among other things, the
following factors:
1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;
2. MNS's perception of how any particular candidate will be received by
the investment community and by MNS's stockholders;
3. Whether, following the business combination, the financial condition
of the candidate would be, or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the securities of
MNS to qualify for listing on an exchange or on NASDAQ, so as to
permit the trading of such securities to be exempt from the
requirements of the federal "penny stock" rules adopted by the SEC.
4. Capital requirements and anticipated availability of required funds,
to be provided by MNS or from operations, through the sale of
additional securities, through joint ventures or similar arrangements,
or from other sources;
5. The extent to which the candidate can be advanced;
6. Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the
industry as a whole;
7. Strength and diversity of existing management, or management prospects
that are scheduled for recruitment;
8. The cost of participation by MNS as compared to the perceived tangible
and intangible values and potential; and
9. The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required
items.
No one of the factors described above will be controlling in the selection
of a candidate. Potentially available candidates 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. It should be recognized that, because of MNS's
limited capital available for investigation and management's limited experience
in business analysis, MNS may not discover or adequately evaluate adverse facts
about the opportunity to be acquired. MNS cannot predict when it may participate
in a business combination. It expects, however, that the analysis of specific
proposals and the selection of a candidate may take several months or more.
Management believes that various types of potential merger or acquisition
candidates might find a business combination with MNS to be attractive. These
include acquisition candidates desiring to create a public market for their
6
shares in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the public
sale of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition candidates
which plan to acquire additional assets through issuance of securities rather
than for cash, and believe that the possibility of development of a public
market for their securities will be of assistance in that process. Acquisition
candidates which have a need for an immediate cash infusion are not likely to
find a potential business combination with MNS to be an attractive alternative.
Prior to consummation of any combination (other than a mere sale by MNS
insiders of a controlling interest in MNS's common stock) MNS intends to require
that the combination candidate provide MNS the financial statements required by
ITEM 310 of Regulation S-B, including at the least an audited balance sheet as
of the most recent fiscal year end and statements of operations, changes in
stockholders' equity and cash flows for the two most recent fiscal years,
audited by certified public accountants acceptable to MNS's management, and the
necessary unaudited interim financial statements. Such financial statements must
be adequate to satisfy MNS's reporting obligations under Section 15(d) or 13 of
the Exchange Act. If the required audited financial statements are not available
at the time of closing, MNS management must reasonably believe that the audit
can be obtained in less than 60 days. This requirement to provide audited
financial statements may significantly narrow the pool of potential combination
candidates available, since most private companies are not already audited. Some
private companies will either not be able to obtain an audit or will find the
audit process too expensive. In addition, some private companies on closer
examination may find the entire process of being a reporting company after a
combination with MNS too burdensome and expensive in light of the perceived
potential benefits from a combination.
FORM OF ACQUISITION. It is impossible to predict the manner in which MNS
may participate in a business opportunity. Specific business opportunities will
be reviewed as well as the respective needs and desires of MNS and the promoters
of the opportunity and, upon the basis of that review and the relative
negotiating strength of MNS and such promoters, the legal structure or method
deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. MNS may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of MNS with other corporations or forms of business
organization, and although it is likely, there is no assurance that MNS would be
the surviving entity. In addition, the present management and stockholders of
MNS most likely will not have control of a majority of the voting shares of MNS
following a reorganization transaction. As part of such a transaction, MNS's
existing directors may resign and new directors may be appointed without any
vote or opportunity for approval by MNS's shareholders.
It is likely that MNS will acquire its participation in a business
opportunity through the issuance of common stock or other securities of MNS.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, MNS's
current stockholders would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of MNS prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in MNS by the current officers, directors and principal shareholders.
7
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, MNS may
agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in MNS's securities may have a depressive
effect upon such market.
MNS will participate in a business opportunity only after the negotiation
and execution of a written agreement. Although the terms of such agreement
cannot be predicted, generally such an agreement would require specific
representations and warranties by all of the parties thereto, specify certain
events of default, detail the terms of closing and the conditions which must be
satisfied by each of the parties thereto prior to such closing, outline the
manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
As a general matter, MNS anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither MNS nor any of the other
parties to the letter of intent will be bound to consummate the acquisition
unless and until a definitive agreement concerning the acquisition as described
in the preceding paragraph is executed. Even after a definitive agreement is
executed, it is possible that the acquisition would not be consummated should
any party elect to exercise any right provided in the agreement to terminate it
on specified grounds.
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of MNS to pay until an indeterminate future time may make it
impossible to procure goods and services.
POST-COMBINATION ACTIVITIES. Management anticipates that, following
consummation of a combination, control of MNS will change as a result of the
issuance of additional common stock to the shareholders of the business acquired
in the combination. Once ownership control has changed, it is likely that the
new controlling shareholders will call a meeting for the purpose of replacing
the incumbent directors of MNS with candidates of their own, and that the new
directors will then replace the incumbent officers with their own nominees. Rule
14f-1 under the Exchange Act requires that, if in connection with a business
combination or sale of control of MNS there should arise any arrangement or
understanding for a change in a majority of MNS's directors and the change in
the board of directors is not approved in advance by MNS's shareholders at a
shareholder meeting, then none of the new directors may take office until at
least ten (10) days after an information statement has been filed with the
Securities and Exchange Commission and sent to MNS's shareholders. The
information statement furnished must as a practical matter include the
information required by ITEMs 6(a), (d) and (e), 7 and 8 of Schedule 14A of
Regulation 14A in a proxy statement.
Following consummation of a combination, management anticipates that MNS
will file a current report on Form 8-K with the Commission which discloses among
other things the date and manner of the combination, material terms of the
definitive agreement, the assets and consideration involved, the identity of the
person or persons from whom the assets or other property was acquired, changes
in management and biographies of the new directors and executive officers,
identity of principal shareholders following the combination, and contains the
required financial statements. Such a Form 8-K report also will be required to
include all information as to the business acquired called for by ITEM 101 of
Regulation S-B.
8
POTENTIAL BENEFITS to INSIDERS
In connection with a business combination, it is possible that shares of
common stock constituting control of MNS may be purchased from the current
principal shareholders ("insiders") of MNS by the acquiring entity or its
affiliates. If stock is purchased from the insiders, the transaction is very
likely to result in substantial gains to them relative to the price they
originally paid for the stock. In MNS's judgment, none of its officers and
directors would as a result of such a sale become an "underwriter" within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended. No bylaw
or charter provision MNS prevents insiders from negotiating or consummating such
a sale of their shares. The sale of a controlling interest by MNS insiders could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares, and it is unlikely that MNS
shareholders generally will be given the opportunity to participate in any such
sale of shares. Moreover, MNS shareholders probably will not be afforded any
opportunity to review or approve any such buyout of shares held by an officer,
director or other affiliate, should such a buyout occur.
MNS may require that a company being acquired repay all advances made to
MNS by MNS shareholders and management, at or prior to closing of a combination.
Otherwise, there are no conditions that any combination or combination candidate
must meet, such as buying stock from MNS insiders or paying compensation to any
MNS officer, director or shareholder or their respective affiliates.
POSSIBLE ORIGINATION of a BUSINESS
The Board of Directors has left open the possibility that, instead of
seeking a business combination, MNS may instead raise funding in order to
originate an operating business, which may be in any industry or line of
business, and could involve MNS's origination of a start-up business, purchase
and development of a business already originated by third parties, joint venture
of a new or existing business, or take any other lawful form. It is also
possible that MNS may engage in one or more combinations, as discussed above,
and originate a business in addition. Potential shareholders should consider
that management has the widest possible discretion in choosing a business
direction for MNS.
Any funds needed to originate and develop a business would almost certainly
be raised from the sale of MNS's securities, since MNS lacks the
creditworthiness to obtain a loan. Management does not believe that the
principal shareholders, directors or executive officers of MNS would be willing
to guarantee any debt taken on, and obtaining a loan without personal guarantees
is unlikely. Capital could possibly be raised from the sale of debt instruments
convertible into common stock upon the occurrence of certain defined events, but
no such funding has been offered. MNS has no current plans to offer or sell its
securities, but would be agreeable do so if a worthy business opportunity
presents itself and adequate funding then appears to be available.
USE OF CONSULTANTS and FINDERS
Although there are no current plans to do so, MNS management might hire and
pay an outside consultant to assist in the investigation and selection of
candidates, and might pay a finder's fee to a person who introduces a candidate
with which MNS completes a combination. Since MNS management has no current
plans to use any outside consultants or finders to assist in the investigation
and selection of candidates, no policies have been adopted regarding use of
consultants or finders, the criteria to be used in selecting such consultants or
finders, the services to be provided, the term of service, or the structure or
amount of fees that may be paid to them. However, because of the limited
resources of MNS, it is likely that any such fee MNS agrees to pay would be paid
in stock and not in cash. MNS has had no discussions, and has entered into no
arrangements or understandings, with any consultant or finder. MNS's officers
and directors have not in the past used any particular consultant or finder on a
regular basis and have no plan to either use any consultant or recommend that
any particular consultant be engaged by MNS on any basis.
It is possible that compensation in the form of common stock, options,
warrants or other securities of MNS, cash or any combination thereof, may be
paid to outside consultants or finders. No securities of MNS will be paid to
officers, directors or promoters of MNS nor any of their respective affiliates.
Any payments of cash to a consultant or finder would be made by the business
9
acquired or persons affiliated or associated with it, and not by MNS. It is
possible that the payment of such compensation may become a factor in any
negotiations for MNS's acquisition of a business opportunity. Any such
negotiations and compensation may present conflicts of interest between the
interests of persons seeking compensation and those of MNS's shareholders, and
there is no assurance that any such conflicts will be resolved in favor of MNS's
shareholders.
RISK FACTORS
At this time the shares of MNS are speculative and involve a high degree of
risk, for the reasons following. MNS is in the development stage with no
operations or revenues, thus there are no financial results upon which anyone
may base an assessment of its potential. No combination candidate has been
identified for acquisition by management, nor has any determination been made as
to any business for MNS to enter, and shareholders will have no meaningful voice
in any such determinations. There is no assurance that MNS will be successful in
completing a combination or originating a business, nor that MNS will be
successful or that its shares will have any value even if a combination is
completed or a business originated.
MNS's officers and directors, who serve only on a part-time basis, have had
limited experience in the business activities contemplated by MNS, yet MNS will
be solely dependent on them. MNS lacks the funds or other incentive to hire
full-time experienced management. Each of MNS's management members has other
employment or business interests to which he devotes his primary attention and
will continue to do so, devoting time to MNS only on an as-needed basis.
Moreover, members of management are involved in other companies also seeking to
engage in a combination, and conflicts of interest could arise in the event they
come across a desirable combination candidate. No assurance exists that all or
any such conflicts will be resolved in favor of MNS.
After completion of a combination, the current shareholders of MNS may
experience severe dilution of their ownership due to the issuance of shares in
the combination. Any combination effected by MNS almost certainly will require
its existing management and board members to resign, thus shareholders have no
way of knowing what persons ultimately will direct MNS and may not have an
effective voice in their selection.
STATE SECURITIES LAWS CONSIDERATIONS
Section 18 of the Securities Act of 1933, as amended in 1996, provides that
no law, rule, regulation, order or administrative action of any state may
require registration or qualification of securities or securities transactions
that involve the sale of a "covered security." The term "covered security" is
defined in Section 18 to include among other things transactions by "any person
not an issuer, underwriter or dealer," (in other words, secondary transactions
in securities already outstanding) that are exempted from registration by
Section 4(1) of the Securities Act of 1933, provided the issuer of the security
is a "reporting company," meaning that it files reports with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act.
Section 18 as amended preserves the authority of the states to require
certain limited notice filings by issuers and to collect fees as to certain
categories of covered securities, specifically including Section 4(1) secondary
transactions in the securities of reporting companies. Section 18 expressly
provides, however, that a state may not "directly or indirectly prohibit, limit,
or impose conditions based on the merits of such offering or issuer, upon the
offer or sale of any (covered) security." This provision prohibits states from
requiring registration or qualification of securities of an Exchange Act
reporting company which is current in its filings with the SEC.
The states generally are free to enact legislation or adopt rules that
prohibit secondary trading in the securities of "blank check" companies like
MNS. Section 18, however, of the Act preempts state law as to covered securities
of reporting companies. Thus, while the states may require certain limited
notice filings and payment of filing fees by MNS as a precondition to secondary
trading of its shares in those states, they cannot, so long as MNS is a
10
reporting issuer, prohibit, limit or condition trading in MNS's securities based
on the fact that MNS is or ever was a blank check company. MNS will comply with
such state limited notice filings as may be necessary in regard to secondary
trading. At this time, MNS's stock is not actively traded in any market, and an
active market in its common stock is not expected to arise, if ever, until after
completion of a business combination.
NO INVESTMENT COMPANY ACT REGULATION
Prior to completing a combination, MNS will not engage in the business of
investing or reinvesting in, or owning, holding or trading in securities, or
otherwise engaging in activities which would cause it to be classified as an
"investment company" under the 1940 Act. To avoid becoming an investment
company, not more than 40% of the value of MNS's assets (excluding government
securities and cash and cash equivalents) may consist of "investment
securities," which is defined to include all securities other than U.S.
government securities and securities of majority-owned subsidiaries. Because MNS
will not own less than a majority of any assets or business acquired, it will
not be regulated as an investment company. MNS will not pursue any combination
unless it will result in MNS owning at least a majority interest in the business
acquired.
COMPETITION
MNS will be in direct competition with many entities in its efforts to
locate suitable business opportunities. Included in the competition will be
business development companies, venture capital partnerships and corporations,
small business investment companies, venture capital affiliates of industrial
and financial companies, broker-dealers and investment bankers, management and
management consultant firms and private individual investors. Most of these
entities will possess greater financial resources and will be able to assume
greater risks than those which MNS, with its limited capital, could consider.
Many of these competing entities will also possess significantly greater
experience and contacts than MNS's management. Moreover, MNS also will be
competing with numerous other blank check companies for such opportunities.
EMPLOYEES
MNS has no employees. MNS only has one officer, who is also the sole
director of the Company. It is not expected that MNS will have any full-time or
other employees except as a result of completing a combination.
Item 2. DESCRIPTION OF PROPERTY.
MNS neither owns nor leases any real estate or other properties. MNS's
offices are located in the offices of its President, Mr. Stephen M. Siedow,
which are provided at no charge. This arrangement will continue until MNS raises
funding to originate a business or completes an acquisition of an operating
business, in which latter event the offices of MNS undoubtedly will be the same
as those of the acquired company.
Item 3. LEGAL PROCEEDINGS.
There are no legal proceedings which are pending or have been threatened
against MNS or any officer, director or control person of which management is
aware.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote or for the written consent of security
shareholders for the year ended December 31, 2003, and no meeting of
shareholders was held.
11
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
PRICE RANGE of the COMMON STOCK
Not applicable.
DIVIDENDS
MNS has not declared or paid any dividends on its common stock to date.
Management anticipates that any future earnings will be retained as working
capital and used for business purposes. Accordingly, it is unlikely that MNS
will declare or pay any such dividends in the foreseeable future.
SHAREHOLDERS
MNS has approximately 14 shareholders of record. MNS has 647,584 common
shares issued and outstanding, of which 37,206 shares are unrestricted and not
held by affiliates.
PUBLIC MARKET for the COMMON SHARES
There currently is no public market for MNS's common stock, and no
assurance can be given that a market will develop or that a shareholder ever
will be able to liquidate his investment without considerable delay, if at all.
If a market should develop, the price may be highly volatile. Unless and until
MNS's common shares are quoted on the NASDAQ system or listed on a national
securities exchange, it is likely that the common shares will be defined as
"penny stocks" under the Exchange Act and SEC rules thereunder. The Exchange Act
and penny stock rules generally impose additional sales practice and disclosure
requirements upon broker-dealers who sell penny stocks to persons other than
certain "accredited investors" (generally, institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 jointly with spouse) or in transactions
not recommended by the broker-dealer.
For transactions covered by the penny stock rules, the broker-dealer must
make a suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the SEC. So long as MNS's common shares are
considered "penny stocks", many brokers will be reluctant or will refuse to
effect transactions in MNS's shares, and many lending institutions will not
permit the use of penny stocks as collateral for any loans.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of the year ended December 31, 2003,
certain information with respect to MNS's compensation plans and individual
compensation arrangements to which MNS is a party, if any, under which any
equity securities of MNS are authorized for issuance.
12
---------------------------------------------------------------------------------------------------------------------------
Number of securities Weighted average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding for future issuance
outstanding options, options, warrants under equity
Plan category warrants and rights and rights compensation plans
---------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
---------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by
security holders
1997 EMPLOYEE STOCK
COMPENSATION PLAN -0- N/A 1,000,000
1997 COMPENSATORY STOCK
OPTION PLAN -0- N/A 1,500,000
---------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved
by security holders
NONE N/A N/A N/A
---------------------------------------------------------------------------------------------------------------------------
Total -0- 2,500,000
---------------------------------------------------------------------------------------------------------------------------
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
PLAN of OPERATION
MNS is a blank check company whose plan of operation over the next twelve
months is to seek and, if possible, acquire an operating business or valuable
assets by entering into a business combination. MNS will not be restricted in
its search for business combination candidates to any particular geographical
area, industry or industry segment, and may enter into a combination with a
private business engaged in any line of business, including service, finance,
mining, manufacturing, real estate, oil and gas, distribution, transportation,
medical, communications, high technology, biotechnology or any other.
Management's discretion is, as a practical matter, unlimited in the selection of
a combination candidate. Management of MNS will seek combination candidates in
the United States and other countries, as available time and resources permit,
through existing associations and by word of mouth. This plan of operation has
been adopted in order to attempt to create value for MNS's shareholders. For
further information on MNS's plan of operation and business, see PART I, Item 1
above.
MNS does not intend to do any product research or development. MNS does not
expect to buy or sell any real estate, plant or equipment except as such a
purchase might occur by way of a business combination that is structured as an
asset purchase, and no such asset purchase currently is anticipated. Similarly,
MNS does not expect to add additional employees or any full-time employees
except as a result of completing a business combination, and any such employees
likely will be persons already then employed by the company acquired.
RESULTS of OPERATIONS
MNS has never had operations or revenues and is still in the development
stage. MNS anticipates no operations unless and until it completes a business
combination as described above.
13
Comparison of 2003 to 2002
For the year ended December 31, 2003, MNS had no revenues and incurred a
net loss of $1,753, as compared to a net loss of $1,180 for the year ended
December 31, 2002. Expenses in calendar 2003 related primarily to miscellaneous
filing fees and accounting fees.
Comparison of 2002 to 2001
For the year ended December 31, 2002, MNS had no revenues and incurred a
net loss of $1,180, as compared to a net loss of $1,096 for the year ended
December 31, 2001. Expenses in calendar 2002 related primarily to miscellaneous
filing fees and accounting fees.
LIQUIDITY and CAPITAL RESOURCES
MNS had no cash on hand at December 31, 2003 and had no other assets to
meet ongoing expenses or debts that may accumulate. As of such date, MNS has
accumulated a deficit of $7,109. MNS has debts totaling $6,059, principally owed
to its former parent for costs advanced on its behalf.
MNS has no commitment for any capital expenditure and foresees none.
However, MNS will incur routine fees and expenses incident to its reporting
duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. MNS's
cash requirements for the next twelve months are relatively modest, principally
accounting expenses and other expenses relating to making filings required under
the Securities Exchange Act of 1934 (the "Exchange Act"), which should not
exceed $5,000 in the fiscal year ending December 31, 2004. Any travel, lodging
or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.
MNS's current management and its counsel have informally agreed to continue
rendering services to MNS and to not demand payment of sums owed unless and
until MNS completes an acquisition. The terms of any such payment will have to
be negotiated with the principals of any business acquired. The existence and
amounts of MNS debt may make it more difficult to complete, or prevent
completion of, a desirable acquisition. In addition, offices are provided to MNS
without charge.
MNS will only be able to pay its future debts and meet operating expenses
by raising additional funds, acquiring a profitable company or otherwise
generating positive cash flow. As a practical matter, MNS is unlikely to
generate positive cash flow by any means other than acquiring a company with
such cash flow. MNS believes that management members or shareholders will loan
funds to MNS as needed for operations prior to completion of an acquisition.
Management and the shareholders are not obligated to provide funds to MNS,
however, and it is not certain they will always want or be financially able to
do so. MNS shareholders and management members who advance money to MNS to cover
operating expenses will expect to be reimbursed, either by MNS or by the company
acquired, prior to or at the time of completing a combination. MNS has no
intention of borrowing money to reimburse or pay salaries to any MNS officer,
director or shareholder or their affiliates. There currently are no plans to
sell additional securities of MNS to raise capital, although sales of securities
may be necessary to obtain needed funds. MNS's current management and its
counsel have agreed to continue their services to MNS and to accrue sums owed
them for services and expenses and expect payment reimbursement only.
Should existing management or shareholders refuse to advance needed funds,
however, MNS would be forced to turn to outside parties to either loan money to
MNS or buy MNS securities. There is no assurance whatever that MNS will be able
at need to raise necessary funds from outside sources. Such a lack of funds
could result in severe consequences to MNS, including among others:
14
1. failure to make timely filings with the SEC as required by the
Exchange Act, which also probably would result in suspension of
trading or quotation in MNS's stock and could result in fines and
penalties to MNS under the Exchange Act;
2. curtailing or eliminating MNS's ability to locate and perform suitable
investigations of potential acquisitions; or
3. inability to complete a desirable acquisition due to lack of funds to
pay legal and accounting fees and acquisition-related expenses.
MNS hopes to require potential candidate companies to deposit funds with
MNS that it can use to defray professional fees and travel, lodging and other
due diligence expenses incurred by MNS's management related to finding and
investigating a candidate company and negotiating and consummating a business
combination. There is no assurance that any potential candidate will agree to
make such a deposit.
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. Our financial statements filed as part
of this annual report include a summary of the significant accounting policies
and methods used in the preparation of our financial statements.
Item 7. FINANCIAL STATEMENTS.
See the index to MNS's financial statements on page 22.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
Item 8A. CONTROLS AND PROCEDURES.
Within 90 days of the filing of this Form 10-KSB, an evaluation was carried
out by Stephen M. Siedow, our CEO, President and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures. Disclosure controls and
procedures are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Form 10-KSB, is recorded, processed,
summarized and reported within the time period specified in the Securities and
Exchange Commission's rules and forms. Based on that evaluation, Mr. Siedow
concluded that as of December 31, 2003, and as of the date that the evaluation
of the effectiveness of our disclosure controls and procedures was completed,
our disclosure controls and procedures were effective to satisfy the objectives
for which they are intended.
There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed that occurred during the
fiscal year covered by this report that has materially affected or is reasonably
likely to materially affect, our internal control over financial reporting.
15
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
IDENTIFICATION OF CURRENT DIRECTORS and EXECUTIVE OFFICERS
The persons who have served as directors and executive officers of the
Company since February 28, 1997, their ages and positions held in the Company,
are listed below. Each director will serve until the next annual meeting of
shareholders, or until their respective successors have been elected and duly
qualified. Directors serve one-year terms. Officers hold office at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exist or are contemplated. There are no family relationships between
any director or executive officer.
Name Age Position
---- --- --------
Stephen M. Siedow 53 Chief Executive Officer, President and
Chief Financial Officer
BIOGRAPHICAL INFORMATION
The following is a brief account of the business experience during at least
the past five years of each person who is a director and executive officer at
the time of filing this report, indicating the principal occupation and
employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried out. None of
such persons has ever devoted full time or any significant time to the Company's
business. These persons have agreed to devote only such time to the Company's
business as seems reasonable and necessary from time to time.
STEPHEN M. SIEDOW. Mr. Siedow is president and sole shareholder of Stephen
M. Siedow, P.C., a professional accounting firm providing auditing, management
consulting, tax services and write-up services to corporations, partnerships and
individuals since 1982. Mr. Siedow specializes in public and SEC accounting and
has experience in industries including mining (gold and coal), oil and gas,
construction, and mergers/acquisitions/ liquidations. Prior to that, he was with
the audit department of Ernst & Young, Certified Public Accountants in Denver,
Colorado, for eight years. Mr. Siedow is a member of the American Institute of
Certified Public Accountants and the Colorado Society of Certified Public
Accountants. Mr. Siedow also is a director, executive officer and significant
shareholder of the following companies, all of which are blank check companies:
o BIONET TECHNOLOGIES, INC., a Nevada corporation.
o MNS EAGLE EQUITY GROUP, INC., a Nevada corporation.
o MNS EAGLE EQUITY GROUP III, INC., a Nevada corporation.
o VIZARIO, INC., a Nevada corporation.
POTENTIAL CONFLICTS of INTEREST
The Company's Officers and Directors are affiliated with other blank check
companies having a similar business plan to that of MNS ("Affiliated Companies")
which may compete directly or indirectly with MNS. MNS has not identified a
specific business area, industry or industry segment in which it will seek
combination candidates. MNS has made a determination that it will not
concentrate its search for combination candidates in any particular business,
industry or industry segment, since any such determination is potentially
limiting and confers no advantage to MNS or its shareholders. Certain specific
conflicts of interest may include those discussed below.
16
1. The interests of any Affiliated Companies from time to time may be
inconsistent in some respects with the interests of MNS. The nature of these
conflicts of interest may vary. There may be circumstances in which an
Affiliated Company may take advantage of an opportunity that might be suitable
for MNS. Although there can be no assurance that conflicts of interest will not
arise or that resolutions of any such conflicts will be made in a manner most
favorable to MNS and its shareholders, the officers and directors of MNS have a
fiduciary responsibility to MNS and its shareholders and, therefore, must adhere
to a standard of good faith and integrity in their dealings with and for MNS and
its shareholders.
2. The officers and directors of MNS serve as officers or directors of one
or more Affiliated Companies and may serve as officers and directors of other
Affiliated Companies in the future. MNS's officers and directors are required to
devote only so much of their time to MNS's affairs as they deem appropriate, in
their sole discretion. As a result, MNS's officers and directors may have
conflicts of interest in allocating their management time, services, and
functions among MNS and any current and future Affiliated Companies which they
may serve, as well as any other business ventures in which they are now or may
later become involved.
3. The Affiliated Companies may compete directly or indirectly with that of
MNS for the acquisition of available, desirable combination candidates. There
may be factors unique to MNS or an Affiliated Company which respectively makes
it more or less desirable to a potential combination candidate, such as age of
the company, name, capitalization, state of incorporation, contents of the
articles of incorporation, etc. However, any such direct conflicts are not
expected to be resolved through arm's-length negotiation, but rather in the
discretion of management. While any such resolution will be made with due regard
to the fiduciary duty owed to MNS and its shareholders, there can be no
assurance that all potential conflicts can be resolved in a manner most
favorable to MNS as if no conflicts existed. Members of MNS's management who
also are members of management of another Affiliated Company will also owe the
same fiduciary duty to the shareholders of the other Affiliated Company.
Should a potential acquisition be equally available to and desirable for
both MNS and the Affiliated Companies, no guideline exists for determining which
company would make the acquisition. This poses a risk to MNS shareholders that a
desirable acquisition available to MNS may be made by an Affiliated Company,
whose shareholders would instead reap the rewards of the acquisition. An
Affiliated Company's shareholders of course face exactly the same risk. Any
persons who are officers and directors of both MNS and an Affiliated Company do
not have the sole power (nor the power through stock ownership) to determine
which company would acquire a particular acquisition. No time limit exists in
which an acquisition may or must be made by MNS, and there is no assurance when
- or if - an acquisition ever will be completed.
4. Certain conflicts of interest exist and will continue to exist between
MNS and its officers and directors due to the fact that each has other
employment or business interests to which he devotes his primary attention. Each
officer and director is expected to continue to do so in order to make a living,
notwithstanding the fact that management time should be devoted to MNS's
affairs. MNS has not established policies or procedures for the resolution of
current or potential conflicts of interest between MNS and its management.
As a practical matter, such potential conflicts could be alleviated only if
the Affiliated Companies either are not seeking a combination candidate at the
same time as the Company, have already identified a combination candidate, are
seeking a combination candidate in a specifically identified business area, or
are seeking a combination candidate that would not otherwise meet MNS's
selection criteria. It is likely, however, that the combination criteria of MNS
and any Affiliated Companies will be substantially identical. Ultimately, MNS's
shareholders ultimately must rely on the fiduciary responsibility owed to them
by MNS's officers and directors.
There can be no assurance that members of management will resolve all
conflicts of interest in MNS's favor. The officers and directors are accountable
to MNS and its shareholders as fiduciaries, which means that they are legally
obligated to exercise good faith and integrity in handling MNS's affairs and in
their dealings with MNS. Failure by them to conduct MNS's business in its best
interests may result in liability to them. The area of fiduciary responsibility
is a rapidly developing area of law, and persons who have questions concerning
the duties of the officers and directors to MNS should consult their counsel.
17
EXCLUSION of DIRECTOR LIABILITY
Pursuant to the General Corporation Law of Nevada, MNS's Certificate of
Incorporation excludes personal liability on the part of its directors to MNS
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or for improper
payment of dividends. This exclusion of liability does not limit any right which
a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.
SIGNIFICANT EMPLOYEES
None, other than officers of the Company listed above.
Item 10. EXECUTIVE COMPENSATION.
CASH and OTHER COMPENSATION
For the years ended December 31, 2003 and 2002 and through the date of this
report, MNS has not paid any executive officers or directors any cash and cash
equivalent compensation. MNS has no other agreement or understanding, express or
implied, with any director or executive officer concerning employment or cash or
other compensation for services. MNS will undoubtedly pay compensation to
officers and other employees should it succeed in acquiring a business and funds
exist for compensation.
COMPENSATION PURSUANT to PLANS
For the years ended December 31, 2003 and 2002 and through the date of this
report, no director or executive officer has received compensation from MNS
pursuant to any compensatory or benefit plan. There is no plan or understanding,
express or implied, to pay any compensation to any director or executive officer
pursuant to any compensatory or benefit plan of MNS, although MNS anticipates
that it will compensate its officers and directors for services to MNS with
stock or options to purchase stock, in lieu of cash.
MNS currently has in place an employee stock compensation plan and
compensatory stock option plan. MNS has no long-term incentive plans, as that
term is defined in the rules and regulations of the Securities and Exchange
Commission. There are no other compensatory or benefit plans, such as retirement
or pension plans, in effect or anticipated to be adopted, although other plans
may be adopted by new management following completion of a business combination.
COMPENSATION of DIRECTORS and EXECUTIVE OFFICERS
The following table sets forth information concerning the compensation of
MNS's Chairman of the Board, Chief Executive Officer and its other most highly
compensated executive officers for the fiscal years ended December 31, 2003 and
2002. Such officers are sometimes collectively referred to below as the "Named
Officers."
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
-------------------------------- --------------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities All
Name and Restricted Underlying ($) Other
Principal ($) ($) ($) Stock Options LTIP Compen-
Position Year Salary Bonus Other Awards($) & SARs(#) Payouts sation($)
--------------------- ---- ------ ----- ----- ------------ ---------- ------- ---------
Stephen M. Siedow 2003 $ -0- None None None None None None
Chairman, CEO, 2002 $ -0- None None None None None None
President and CFO
18
None of the Named Officers received any form of non-cash compensation from
the Company in the fiscal years ended December 31, 2003 or 2002, nor currently
receives any such compensation. The Company may, once it is operational,
implement employee benefits that will be generally available to all its
employees and its subsidiary employees, including medical, dental and life
insurance benefits and a 401(k) retirement savings plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
---------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees Exercise of Base
Name Granted in Fiscal Year Price($/Sh) Expiration Date
----------------- ------- -------------- ------------ ---------------
Stephen M. Siedow None N/A N/A N/A
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
and FISCAL-YEAR-END OPTION/SAR VALUES
---------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized($) Unexercisable Unexercisable
------------------ ----------- ----------------- ------------- -------------
Stephen M. Siedow None N/A N/A N/A
None of the Named Officers exercised any options or SARs during the fiscal
years ended December 31, 2003 or 2002.
EMPLOYEE STOCK COMPENSATION PLAN
MNS has adopted the 1997 Employee Stock Compensation Plan for employees,
officers, directors of MNS and advisors to MNS (the "ESC Plan"). MNS has
reserved a maximum of 1,000,000 common shares to be issued upon the grant of
awards under the ESC Plan. Employees will recognize taxable income upon the
grant of common stock equal to the fair market value of the common stock on the
date of the grant and MNS will recognize a compensating deduction for
compensation expense at such time. The ESC Plan will be administered by the
Board of Directors or a committee of directors. No shares have been awarded or
currently are anticipated to be awarded under the ESC Plan.
COMPENSATORY STOCK OPTION PLAN
MNS has adopted the 1997 Compensatory Stock Option Plan for officers,
employees, directors and advisors (the "CSO Plan"). MNS has reserved a maximum
of 1,500,000 Common Shares to be issued upon the exercise of options granted
under the CSO Plan. The CSO Plan will not qualify as an "incentive stock option"
plan under Section 422 of the Internal Revenue Code of 1986, as amended. Options
will be granted under the CSO Plan at exercise prices to be determined by the
19
Board of Directors or other CSO Plan administrator. With respect to options
granted pursuant to the CSO Plan, optionees will not recognize taxable income
upon the grant of options granted at or in excess of fair market value. However,
optionees will realize income at the time of exercising an option to the extent
the market price of the common stock at that time exceeds the option exercise
price, and MNS must recognize a compensation expense in an amount equal to any
taxable income realized by an optionee as a result of exercising the option. The
CSO Plan will be administered by the Board of Directors or a committee of
directors. No options have been granted or currently are anticipated to granted
under the CSO Plan.
COMPENSATION OF DIRECTORS
MNS has no standard arrangements in place or currently contemplated to
compensate MNS directors for their service as directors or as members of any
committee of directors.
EMPLOYMENT CONTRACTS
No person has entered into any employment or similar contract with MNS. It
is not anticipated that MNS will enter into any employment or similar contract
unless in conjunction with or following completion of a business combination.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
BENEFICIAL OWNERSHIP
The following table sets forth, as of the date of this report, the stock
ownership of each executive officer and director of MNS, of all executive
officers and directors of MNS as a group, and of each person known by MNS to be
a beneficial owner of 5% or more of its common stock. Except as otherwise noted,
each person listed below is the sole beneficial owner of the shares and has sole
investment and voting power as such shares. No person listed below has any
option, warrant or other right to acquire additional securities of MNS, except
as may be otherwise noted.
Name and Address Amount & Nature
of Beneficial of Beneficial Percent
Owner Ownership of Class
----- --------- --------
*Stephen M. Siedow 284,689 (1) 44.0%
13047 W. Iliff Drive
Lakewood, Colorado 80228
John D. Brasher Jr. 283,189 (2) 43.7%
90 Madison Street, Suite 707
Denver, Colorado 80206
*All directors & officers 319,605 46.8%
as a group (1 person)
1. Mr. Siedow disclaims beneficial ownership of 12,500 shares of common
stock owned by his wife, Linda M. Siedow, of 10,000 shares of common
stock held by his wife as custodian for his minor children, and of
5,000 shares of common stock held by his daughter.
2. Mr. Brasher disclaims beneficial ownership of 10,000 shares of common
stock owned by his wife, Lisa K. Brasher, and of 5,000 shares of
common stock held by his wife as trustee for a trust established for
his minor children. Includes 20,000 shares of common stock held by
Yakima Corp., a corporation controlled by Mr. Brasher and his wife.
20
Despite not having received any compensation and not having otherwise
engaged in any transactions involving the acquisition or disposition of assets
with MNS, the current officers and directors of MNS may be deemed to be
"promoters" and "founders" of MNS.
CHANGES in CONTROL
A change of control of MNS probably will occur upon consummation of a
business combination, which is anticipated to involve significant change in
ownership of MNS and in the membership of the board of directors. The extent of
any such change of control in ownership or board composition cannot be predicted
at this time.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On August 14, 2002, MNS Eagle Equity Group, Inc., its former parent,
surrendered 34,916 shares of the Company's $.001 par value common stock to the
Company for no consideration. These shares were subsequently cancelled by the
Company.
At December 31, 2003 and 2002, MNS was indebted to its officers, directors,
control persons and its former parent for expenses advanced on its behalf in the
amount of $6,059 and $4,306, respectively. MNS has no understanding with its
officers, directors, shareholders or its former parent, pursuant to which such
persons are required to contribute capital to MNS, loan money or otherwise
provide funds to MNS, although management expects that one or more of such
persons may make funds available to MNS in the event of need to cover operating
expenses.
No officer, director or employee of MNS has received a salary of $60,000 or
more in 2003 or 2002. There were no transactions, or series of transactions, for
the years ended December 31, 2003 or 2002, nor are there any currently proposed
transactions, or series of transactions, to which MNS is a party, in which the
amount exceeds $60,000, and in which to the knowledge of MNS any director,
executive officer, nominee, five percent or greater shareholder, or any member
of the immediate family of any of the foregoing persons, have or will have any
direct or indirect material interest.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibits are filed with this report, except
those indicated as having previously been filed with the Securities and Exchange
Commission and are incorporated by reference to another report, registration
statement or form. As to any shareholder of record requesting a copy of this
report, MNS will furnish any exhibit indicated in the list below as filed with
this report upon payment to MNS of its expenses in furnishing the information.
Any references to the "MNS" mean MNS EAGLE EQUITY GROUP III, INC.
3.1 Certificate of Incorporation of MNS as filed with the
Nevada Secretary of State on February 28, 1997.............. 2
3.4 Bylaws of MNS............................................... 2
4.1 Specimen common stock certificate.......................... 2
10.1 1997 Compensatory Stock Option Plan of MNS ................ 2
10.2 1997 Employee Stock Compensation Plan of MNS .............. 2
31 Certification of the Chief Executive Officer, President and
Chief Financial Officer filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002................................. 1
32 Certification of the Chief Executive Officer, President and
Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.................................................... 1
21
1 - Filed herewith as an exhibit.
2 - Incorporated by reference to registration statement on
Form 10SB-12G, filed on October 22, 1999, SEC file number
0-27781.
(b) Reports on Form 8-K. None were filed by MNS during the fourth quarter
ended December 31, 2003.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
AUDIT FEES
The aggregate fees billed for each of the fiscal years ended December 31,
2003 and 2002 for professional services rendered by the principal accountant for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were $950 and $900,
respectively.
AUDIT RELATED FEES
None
TAX FEES
None
ALL OTHER FEES
None
INDEX TO FINANCIAL STATEMENTS.
Independent Auditor's Report........................................ F-1
Balance Sheet as of December 31, 2003............................... F-2
Statements of Operations for the years ended December 31, 2003
and 2002 and for the period February 28, 1997 (inception) to
December 31, 2003................................................... F-3
Statements of Changes in Stockholders' Equity (Deficit) for
the period February 28, 1997 (inception) to December 31, 2003....... F-4
Statements of Cash Flows for the years ended December 31, 2003
and 2002 and for the period February 28, 1997 (inception) to
December 31, 2003................................................... F-5
Notes to Financial Statements....................................... F-6
22
Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545 2228 South Fraser Street
Unit 1
Aurora, Colorado 80014
INDEPENDENT AUDITOR'S REPORT
----------------------------
Board of Directors
MNS Eagle Equity Group III, Inc.
I have audited the accompanying balance sheet of MNS Eagle Equity Group III,
Inc. as of December 31, 2003, and the related statements of operations, changes
in stockholders' deficit and cash flows for each of the two fiscal years then
ended and for the period from inception February 28, 1997 to December 31, 2003.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audits.
I conducted my audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that I 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. I believe that my audits provide a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of MNS Eagle Equity Group III, Inc. as
of December 31, 2003, and the results of its operations and their cash flows for
each of the two fiscal years then ended and for the period from inception
February 28, 1997 to December 31, 2003, in conformity with generally accepted
accounting principles in the United States of America.
/s/ Larry O'Donnell, CPA, P.C.
----------------------------------
Larry O'Donnell, CPA, P.C.
February 11, 2004
F-1
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Balance Sheets
December 31, 2003
ASSETS
Total assets $ --
=======
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Due to a related party $ 6,059
-------
Stockholders' deficit:
Preferred stock; $.001 par value; authorized -
5,000,000 shares; issued - none --
Common stock; $.001 par value; authorized -
50,000,000 shares; issued and outstanding -
647,584 shares 648
Additional paid-in capital 402
Deficit accumulated during the development stage (7,109)
-------
(6,059)
-------
Total liabilities and stockholders' deficit $ --
=======
See notes to the financial statements
F-2
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Statements of Operations
Year Year Feb. 28, 1997
Ended Ended (inception) to
December 31, December 31, December 31,
2003 2002 2003
--------- --------- ---------
Costs and expenses:
Amortization $ -- $ -- $ 445
General and administrative 1,753 1,180 6,664
--------- --------- ---------
Net loss applicable to common shareholders $ (1,753) $ (1,180) $ (7,109)
========= ========= =========
Basic and diluted net loss per common share $ (.003) $ (.002)
========= =========
Weighted average number of common
shares outstanding 647,584 647,584
========= =========
See notes to the financial statements
F-3
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Statements of Changes in Stockholders' Deficit
Deficit
Common Stock Additional Accumulated
-------------------- Paid-in from
Shares Amount Capital Inception
-------- -------- -------- --------
Balances, February 28, 1997 (inception) -- $ -- $ -- $ --
Common stock issued for cash,
organization costs, and deferred offering
costs, valued at $.001 per share 725,000 725 -- --
Common stock issued for cash, net
of offering costs of $175 7,500 7 318 --
Cancellation of common stock (50,000) (50) 50 --
Net loss for the period (169)
-------- -------- -------- --------
Balances, December 31, 1997 682,500 682 368 (169)
Net loss (423)
-------- -------- -------- --------
Balances, December 31, 1998 682,500 682 368 (592)
Net loss (1,551)
-------- -------- -------- --------
Balances, December 31, 1999 682,500 682 368 (2,143)
Net loss (937)
-------- -------- -------- --------
Balances, December 31, 2000 682,500 682 368 (3,080)
Net loss (1,096)
-------- -------- -------- --------
Balances, December 31, 2001 682,500 682 368 (4,176)
Cancellation of common stock (34,916) (34) 34 --
Net loss (1,180)
-------- -------- -------- --------
Balances, December 31, 2002 647,584 648 402 (5,356)
Net loss (1,753)
-------- -------- -------- --------
Balances, December 31, 2003 647,584 $ 648 $ 402 $ (7,109)
======== ======== ======== ========
See notes to the financial statements
F-4
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Statements of Cash Flows
Year Year Feb. 28, 1997
Ended Ended (inception) to
December 31, December 31, December 31,
2003 2002 2003
----------- ----------- -----------
Cash flows from operating activities:
Net loss $ (1,753) $ (1,180) $ (7,109)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization -- -- 445
Changes in operating assets and liabilities:
Increase in amounts due to a related party 1,753 1,180 6,059
----------- ----------- -----------
Net cash used in operating activities -- -- (605)
----------- ----------- -----------
Cash flows from investing activities:
Organization costs -- -- (100)
----------- ----------- -----------
Net cash used in investing activities -- -- (100)
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock -- -- 803
Deferred offering costs -- -- (98)
----------- ----------- -----------
Net cash provided by financing activities -- -- 705
----------- ----------- -----------
Net increase (decrease) in cash -- -- --
Cash at beginning of year -- -- --
----------- ----------- -----------
Cash at end of year $ -- $ -- $ --
=========== =========== ===========
Supplemental disclosure of noncash investing and
financing activities:
Common stock issued for organizational costs $ -- $ -- $ 345
=========== =========== ===========
Common stock issued for deferred offering costs $ -- $ -- $ 77
=========== =========== ===========
See notes to the financial statements
F-5
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies
Organization of Business
------------------------
The financial statements presented are those of MNS Eagle Equity Group III,
Inc., a development stage company (the "Company"). The Company was organized
under the laws of the State of Nevada on February 28, 1997. The Company's
activities, to date, have been organizational in nature, and have been directed
towards the raising of capital and to discussions of potential business
combinations. Should the Company eventually engage in a business combination,
future consolidated operations of the Company would depend on the operations of
the company with which it combines.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reporting amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods. Management makes these estimates using the best information
available at the time the estimates are made; however, actual results could
differ materially from these estimates.
Deferred Offering Costs
-----------------------
Costs incurred directly related to the private placement offering are
capitalized. Such costs will be offset against the proceeds received from the
private placement.
Organization Costs
------------------
Organization costs are expensed as incurred. Prior to December 31, 1998
organization costs were capitalized and amortized over five years.
Fair Value of Financial Instruments
-----------------------------------
The fair value of the Company's payables due to its former parent is not
practicable to estimate due to the related party nature of the underlying
transactions and the indefinite payment terms.
F-6
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Notes to Financial Statements
Comprehensive Income
--------------------
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income, establishes requirements for disclosure of comprehensive income (loss).
During the years ended December 31, 2003 and 2002, the Company did not have any
components of comprehensive income (loss) to report.
Net Loss Per Share
------------------
SFAS No. 128, Earnings per Share, requires dual presentation of basic and
diluted earnings or loss per share ("EPS") for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes dilution; diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.
Basic loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects the potential dilution that could
occur if dilutive securities and other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the Company, unless the effect is to
reduce a loss or increase earnings per share. The Company had no potential
common stock instruments which would result in a diluted loss per share.
Therefore, diluted loss per share is equivalent to basic loss per share.
Stock-Based Compensation
------------------------
SFAS No. 123, Accounting For Stock-Based Compensation, defines a
fair-value-based method of accounting for stock-based employee compensation
plans and transactions in which an entity issues its equity instruments to
acquire goods or services from non-employees, and encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company, at times, issues shares of common
stock in payment for services rendered to the Company. The estimated fair value
of the shares issued approximates the value of the services provided.
The Company accounts for employee stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
Accounting For Stock Issued To Employees ("APB No. 25") and related
interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's common stock at
the date of the grant over the amount an employee must pay to acquire the stock.
F-7
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Notes to Financial Statements
Recently Issued Accounting Pronouncements
-----------------------------------------
In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets, which
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed of and the accounting and reporting
provisions of APB Opinion No. 30. SFAS No. 144 addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and is
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Others. FIN 45 requires that upon issuance of a
guarantee, the guarantor must recognize a liability for the fair value of the
obligation it assumes under that guarantee. The interpretations provisions for
initial recognition and measurement should be applied on a prospective basis to
guarantees issued or modified after December 31, 2002. The disclosure
requirements are effective for financial statements of both interim and annual
periods that end after December 15, 2002. The Company has no guarantees, and
therefore believes the adoption of FIN 45 will not have a material impact on its
financial statements.
In December 2002, the FASB issued SFAS No. 148, Accounting or Stock Based
Compensation--Transition and Disclosure--an Amendment of SFAS No. 123,
Accounting for Stock-Based Compensation. This Statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the methods of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The statement has varying effective dates commencing
with interim periods beginning after December 15, 2002. The Company does not
expect the adoption of SFAS No. 148 to have a material effect on its financial
statements.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities--an Interpretation of ARB No. 51.
FIN 46 addresses consolidation of business enterprises of variable interest
entities. FIN 46 is effective February 1, 2003. The Company does not expect the
adoption of FIN 46 to have an effect on its financial statements.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
Statement is effective for financial instruments entered into or modified after
F-8
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Notes to Financial Statements
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. SFAS No. 150 is to be implemented by
reporting the cumulative effect of a change in an accounting principal for
financial instruments created before the issuance date of the Statement and
existing at the beginning of the interim period of adoption. The Company does
not expect the adoption of SFAS No. 150 to have a material effect on its
financial statements.
Note 2 - Stockholders' Deficit
Common Stock Transactions
-------------------------
On February 28, 1997, the Company issued 725,000 shares of common stock to MNS
Eagle Equity Group, Inc., its former parent, for cash, organization costs and
deferred offering costs. These common shares were valued at $.001 per share.
On April 25, 1997, the Company's parent granted two year options on a pro-rata
basis to its officers, directors and stockholders to purchase 687,500 shares of
the 725,000 shares that it owned in the Company.
The Company's parent offered for sale, at the price of US$1.00 per unit, a total
of 100,000 Units. Each Unit consisted of a share of common stock in six
different corporations for a total of six (6) shares of stock, including one
share of common stock, $.001 par value per share, of MNS Eagle Equity Group,
Inc., the former parent, and one share of common stock, $.001 par value per
share, of each of the following corporations organized in the State of Nevada
and which were at that time wholly owned subsidiaries of the Parent, namely: MNS
Eagle Equity Group I, Inc., MNS Eagle Equity Group II, Inc., MNS Eagle Equity
Group III, Inc., MNS Eagle Equity Group IV, Inc. and MNS Eagle Equity Group V,
Inc. No minimum number of Units had to be sold. The offering was not registered
under the Securities Act of 1933, as amended ("Act"), and was offered to
qualified investors in reliance upon the exemption from such registration
requirements provided by Section 4(2) of the Act and/or Rule 505 of Regulation D
under the Act and applicable state laws. Accordingly, the Units and component
shares were deemed "restricted securities" and are subject to significant
restrictions on transfer.
On June 18, 1997, the officers and directors of the parent exercised the stock
options held by them. Options on 616,378 of the 687,500 optioned shares of the
Company's common stock were exercised.
On October 31, 1997, the Company's former parent closed the private placement
offering. A total of 7,500 units were sold for $7,500. The proceeds were
allocated by the Company's parent as follows: $5,000 to the parent and $500 to
each of the wholly owned subsidiaries. Offering costs of $175 were incurred by
each subsidiary.
F-9
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Notes to Financial Statements
On November 18, 1997, a stockholder of the Company surrendered 50,000 shares of
the Company's $.001 par value common stock back to the Company for no
consideration. These shares were cancelled by the Company. Options on 47,416 of
the 687,500 optioned shares of the Company's common stock were also cancelled.
On November 25, 1997, a stockholder of the former parent exercised the stock
options held by him. Options on 23,706 of the 687,500 optioned shares of the
Company's common stock were exercised.
On August 14, 2002, MNS Eagle Equity Group, Inc., its former parent, surrendered
34,916 shares of the Company's $.001 par value common stock to the Company for
no consideration. These shares were subsequently cancelled.
Dividends may be paid on outstanding shares as declared by the Board of
Directors. Each share of common stock is entitled to one vote.
Preferred Stock
---------------
No shares of preferred stock have been issued or are outstanding. Dividends,
voting rights and other terms, rights and preferences of the preferred shares
have not been designated but may be designated by the Board of Directors from
time to time.
1997 Stock Option Plan
----------------------
The Company has adopted a stock option plan (the "CSO Plan") which allows for
the issuance of options to purchase up to 1,500,000 shares of stock to
employees, officers, directors and consultants of the Company. The CSO Plan is
not intended to qualify as an "incentive stock option plan" under Section 422 of
the Internal Revenue Code. Options will be granted under the CSO Plan at
exercise prices to be determined by the Board of Directors or other CSO Plan
administrator. The Company will incur compensation expense to the extent that
the market value of the stock at date of grant exceeds the amount the grantee is
required to pay for the options. No options have been granted under the CSO Plan
to date.
1997 Employee Stock Compensation Plan
-------------------------------------
The Company has adopted an employee stock compensation plan (the "ESC Plan")
which allows for the issuance of up to 1,000,000 shares of stock to employees,
officers, directors and consultants of the Company. The Company will incur
compensation expense to the extent the market value of the stock at date of
grant exceeds the amount the employee is required to pay for the stock (if any).
The ESC Plan will be administered by the Board of Directors or a committee of
directors. No stock has been awarded under the ESC Plan to date.
F-10
MNS EAGLE EQUITY GROUP III, INC.
(A Development Stage Company)
Notes to Financial Statements
Note 3 - Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.
There is no provision for income taxes since the Company has incurred net
operating losses. Income taxes at the federal statutory rate is reconciled to
the Company's actual income taxes as follows:
December 31,
2003 2002
------- -------
Federal income tax benefit at statutory rate (15%) $ (263) $ (177)
State income tax benefit net of federal tax effect -- --
Deferred income tax valuation allowance 263 177
------- -------
$ -- $ --
======= =======
The Company's deferred tax assets are as follows:
Accrued expenses $ -- $ --
Net operating loss carryforward 1,066 803
Valuation allowance (1,066) (803)
------- -------
$ -- $ --
======= =======
At December 31, 2003, the Company has net operating loss carryforwards of $7,109
which may be available to offset future taxable income through 2023.
Note 4 - Related Party Transactions
The Company is indebted to its former parent for expenses advanced on behalf of
the Company in the amount of $6,059 at December 31, 2003. The Company utilizes
office space provided by the President of the Company at no charge.
F-11
SIGNATURES
In accordance with section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereto duly authorized individual.
Date: February 17, 2004
MNS EAGLE EQUITY GROUP III, INC.
By: /s/ Stephen M. Siedow
--------------------------------
Stephen M. Siedow
Chief Executive Officer,
President, and
Chief Financial Officer
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.
Name Title Date
---- ----- ----
/s/ Stephen M. Siedow Sole Director, Chief Executive February 17, 2004
------------------------ Officer, President, and Chief
Stephen M. Siedow Financial Officer
23