SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 to
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
DESERT WEST MARKETING, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2505 Rancho Bel Air, Las Vegas, Nevada 89107
(Address of registrant's principal executive offices) (Zip Code)
702.240.0124
(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered: each class is to be registered:
- -------------------- -------------------------------
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001
-----------------------------
(Title of Class)
Copies to:
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
Attorneys-at-Law
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile 949.660.9010
Page 1 of
Desert West Marketing, Inc.,
A Nevada Corporation
Index to Amendment No. 1 to Form 10-SB Registration Statement
Item 15. Financial Statements and Exhibits
(a) Index to Financial Statements.
Desert West Marketing, Inc.
(A Development Stage Company)
Index to the Financial Statements (Unaudited)
As of September 30, 1999 and
For the Period from March 5, 1999 (Inception) to September 30, 1999
And For the Three Month Period Ended September 30, 1999
- --------------------------------------------------------------------------------
Page
Report of Independent Auditors .........................................1
Financial Statements of Desert West Marketing, Inc.:
Balance Sheet, as of September 30, 1999
(Unaudited).......................................................2
Statements of Operations for the
period from March 5, 1999
(inception) to September 30, 1999
and for the three month period
ended September 30, 1999 (Unaudited)..............................3
Statement of Shareholders' Equity
for the period from March 5, 1999
(inception) to September 30, 1999
and for the three month period
ended September 30, 1999
(Unaudited).......................................................4
Statement of Cash Flows for the
period from March 5, 1999
(inception) to September 30, 1999
and for the three month period
ended September 30, 1999
(Unaudited).......................................................5
Notes to Financial Statements (Unaudited)...............................6
Accountants' Disclaimer Report
To the Board of Directors
Desert West Marketing, Inc.
The accompanying balance sheet (unaudited) of Desert West Marketing, Inc. as of
September 30, 1999, and the related statements of operations, shareholders'
equity, and cash flows for the period from March 5, 1999 (inception) to
September 30, 1999 (unaudited) and statements of operations and cash flows for
the three month period ended September 30, 1999 (unaudited), were not audited by
us and, accordingly, we do not express an opinion on them.
Kelly & Company
Kelly & Company
Newport Beach, California
October 25, 1999
Desert West Marketing, Inc.
(A Development Stage Company)
Balance Sheet
September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------
ASSETS
Cash $10,000
-------
Total assets $10,000
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity:
Common stock, $.001 par value; 10,000,000
shares authorized; 2,650,000 shares issued
and outstanding $ 2,650
Additional paid-in capital 9,000
Deficit accumulated during development stage (1,650)
-------
Total shareholders' equity 10,000
-------
Total liabilities and shareholders' equity $10,000
=======
The accompanying notes are an integral part of the financial statements.
See accountants' disclaimer report.
2
Desert West Marketing, Inc.
(A Development Stage Company)
Statement of Operations
As of September 30, 1999 and
For the Period from March 5, 1999 (Inception) to September 30, 1999
And For the Three Month Period Ended September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------
Period from
Three Months March 5, 1999
Ended (Inception) to
September 30, September 30,
1999 1999
---- ----
Revenue -- --
Cost of sales -- --
------- -------
Gross profit -- --
------- -------
Other expenses -- $(1,650)
------- -------
Net (loss) -- $(1,650)
======= =======
The accompanying notes are an integral part of the financial statements.
See accountants' disclaimer report.
3
Desert West Marketing, Inc.
(A Development Stage Company)
Statement of Shareholders' Equity
As of September 30, 1999 and
For the Period from March 5, 1999 (Inception) to September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During the
Common Common Stock Paid-in Development
Shares Stock Subscribed Capital Stage Total
------ ------ ---------- ------- ----- -----
Balance
March 31, 1999 1,650,000 $1,650 $1,000 $9,000 $(1,650) $10,000
Issuance of
common stock
on collection
of stock
subscrip-tion
receivable 1,000,000 1,000 (1,000) -- -- --
Net loss -- -- -- -- -- --
--------- ------ ------- ------ ------- -------
Balance,
September 30, 1999 2,650,000 $2,650 -- $9,000 (1,650) $10,000
========= ====== ======= ====== ======= =======
The accompanying notes are an integral part of the financial statements.
See accountants' disclaimer report.
4
Desert West Marketing, Inc.
(A Development Stage Company)
Statement of Cash Flows
As of September 30, 1999 and
For the Period from March 5, 1999 (Inception) to September 30, 1999
And For the Three Month Period Ended September 30, 1999
- --------------------------------------------------------------------------------
Period from
Three Months March 5, 1999
Ended (Inception) to
September 30, September 30,
1999 1999
---- ----
Cash flows from operating activities:
Net loss -- $ (1,650)
Adjustments to reconcile net loss to net
cash used in operations:
Increase in liabilities:
Due to officer -- --
-------- --------
Cash used in operating activities -- (1,650)
-------- --------
Cash flows used in investing activities: -- --
-------- --------
Cash used in investing activities -- --
-------- --------
Cash flows provided by financing activities:
Issuance of common stock -- 11,650
-------- --------
Cash provided by financing activities -- 11,650
-------- --------
Net increase (decrease) in cash -- 10,000
Cash at beginning of period $ 10,000 --
-------- --------
Cash at end of period $ 10,000 $ 10,000
======== ========
Supplemental Disclosure of Cash Flow Information
Interest paid -- --
Income taxes paid -- --
Supplemental Schedule of Non-cash Investing and Financing Activities
Common stock subscriptions:
Stock subscriptions receivable -- $ 10,000
Common stock subscribed -- $ (1,000)
Additional paid-in capital -- $ (9,000)
The accompanying notes are an integral part of the financial statements.
See accountants' disclaimer report.
5
Desert West Marketing, Inc.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 1999 and
For the Period from March 5, 1999 (Inception) to September 30, 1999
And For the Three Month Period Ended September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------
1. Basis of Presentation
In the opinion of the Company, the accompanying unaudited condensed
financial statements contain all adjustments, consisting of only normal
recurring adjustments, except as noted elsewhere in the notes to the
financial statements, necessary to present fairly its financial position as
of September 30, 1999 and the results of its operations and cash flows for
the period from March 5, 1999 (inception) to September 30, 1999 and the
three months ended September 30, 1999.
2. Development Stage Operations
Desert West Marketing, Inc. (a development stage company) (the "Company")
was incorporated in the state of Nevada on March 5, 1999 and has no
operating history with no revenues and no products or technology ready for
the market. The Company's initial business plan anticipates engaging in the
manufacture and/or sale of vitamins and nutritional supplements. The
implementation of these plans requires, among other things, significant
resources and may involve the use of leased facilities and equipment,
subcontract manufacturing, consultants, outside sales representatives,
and/or merger with an operating entity. While management believes the
Company has adequate cash resources to meet its immediate liquidity needs,
the Company's ability to be a going concern is predicated on its ability to
raise additional necessary capital to implement its plans, achievement of
successful operations, and or the completion of a merger with an operating
entity. There is no assurance that any of these will occur or be
successful.
3. Year 2000 Disclosure (Unaudited)
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's programs that have time-sensitive software might have recognized
a date using "00" as the year 1900 rather than the year 2000. This could
have resulted in a system failure or miscalculations. The Company has not
commenced operations as of September 30, 1999 and believes the Year 2000
problem will not pose significant operational problems.
See accountants' disclaimer report.
6
Desert West Marketing, Inc.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 1999 and
For the Period from March 5, 1999 (Inception) to September 30, 1999
And For the Three Month Period Ended September 30, 1999
(Unaudited)
- --------------------------------------------------------------------------------
See accountants' disclaimer report.
7
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange Act
of 1934, Desert West Marketing, Inc. has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Las Vegas, State of Nevada, on November 18, 1999.
Desert West Marketing, Inc.,
a Nevada corporation
/s/ Russell Seedborg
By: Russell Seedborg
President