SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended June 30, 2003
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securitie
Exchange Act of 1934
For the transition period from to
Commission File Number 0-27613
CIK Number 0001090448
MENDOCINO PARTNERS, INC.
(Exact name of small business issuer in its charter)
DELAWARE 33-0619524
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
24351 Pasto Road, Suite B
Dana Point, California 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 489-2400
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Securities registered pursuant to Section 12(b) of the Act: None
----------------
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.001
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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 for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
State issuer's revenues for its most recent fiscal year: None
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of June 30, 2003 was not determinable since the Common
Stock was not traded.
The number of shares outstanding of the issuer's classes of Common
Stock as of June 30, 2003:
Common Stock, $.001 Par Value - 1,000,000 shares
DOCUMENTS INCORPORATED BY REFERENCE: NONE
PART I
Item 1. DESCRIPTION OF BUSINESS
Background
Mendocino Partners, Inc., a Delaware corporation (the "Company") was
incorporated on April 20, 1994. The Company has no operating history other than
organizational matters, and was formed specifically to be a "clean public shell"
and for the purpose of either merging with or acquiring an operating company
with operating history and assets. The Securities and Exchange Commission has
defined and designated these types of companies as "blind pools" and "blank
check" companies.
The primary activity of the Company will involve seeking merger or acquisition
candidates with whom it can either merge or acquire. The Company has not
selected any company for acquisition or merger and does not intend to limit
potential acquisition candidates to any particular field or industry, but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry. The Company's plans are in the conceptual stage
only.
The executive offices of the Company are located at 24351 Pasto Road, Suite B,
Dana Point, California 92629. Its telephone number is (949) 489-2400.
Plan of Operation - General
The Company was organized for the purpose of creating a corporate vehicle to
seek, investigate and, if such investigation warrants, acquire an interest in
one or more business opportunities presented to it by persons or firms who or
which desire to seek the perceived advantages of a publicly held corporation. At
this time,the Company has no plan, proposal, agreement, understanding or
arrangement to acquire or merge with any specific business or company, and the
Company has not identified any specific business or company for investigation
and evaluation. No member of Management or promotor of the Company has had any
material discussions with any other company with respect to any acquisition of
that company. Although the Company's Common Stock is currently not freely
tradeable, it will eventually become so under exemptions such as Rule 144
promulgated under the Securities Act of 1933. See "Description of Securities."
The Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration Statement is purposefully general and
is not meant to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities.
The Company intends to obtain funds in one or more private placements to
finance the operation of any acquired business. Persons purchasing securities in
these placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition. The Company's proposed
business is sometimes referred to as a "blind pool" because any investors will
entrust their investment monies to the Company's management before they have a
chance to analyze any ultimate use to which their money may be put.
Consequently, the Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed business of the
Company. There can be no assurance that the Company will be able to raise any
funds in private placements. In any private placement, management may purchase
shares on the same terms as offered in the private placement. (See "Risk
Factors" and "Management").
Management anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another (see "Risk
Factors").
The Company may seek a business opportunity with a firm which only recently
commenced operations, or a developing company in need of additional funds for
expansion into new products or markets, or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and is in the need for additional capital which is
perceived to be easier to raise by a public company. In some instances, a
business opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock. The Company may purchase assets and
establish wholly owned subsidiaries in various business or purchase existing
businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in which
to participate will be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors. Potentially available business opportunities 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.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be approved
by the Company's Board of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate brokerage fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the Company.
As part of any transaction, the acquired company may require that Management or
other stockholders of the Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired company. It is
anticipated that the sales price of such shares will be lower than the current
market price or anticipated market price of the Company's Common Stock. The
Company's funds are not expected to be used for purposes of any stock purchase
from insiders. The Company shareholders will not be provided the opportunity to
approve or consent to such sale. The opportunity to sell all or a portion of
their shares in connection with an acquisition may influence management's
decision to enter into a specific transaction. However, management believes that
since the anticipated sales price will be less than market value, that the
potential of a stock sale by management will be a material factor on their
decision to enter a specific transaction.
The above description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution, or contract or agreement.
No other payments of cash or property are expected to be received by Management
in connection with any acquisition.
The Company has not formulated any policy regarding the use of consultants or
outside advisors, but does not anticipate that it will use the services of such
persons.
The Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur significant legal and accounting
costs in connection with the acquisition of a business opportunity including the
costs of preparing post-effective amendments, Forms 8-K, agreements and related
reports and documents nevertheless, the officers and directors of the Company
have not conducted market research and are not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction for
the owners of a business opportunity.
The Company does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities for possible acquisition
will be referred by various sources, including its officers and directors,
professional advisers, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from all known sources,
but will rely principally on personal contacts of its officers and directors as
well as indirect associations between them and other business and professional
people. It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or reorganizations.
The officers and directors of the Company are currently employed in other
positions and will devote only a portion of their time (not more than one hour
per week) to the business affairs of the Company, until such time as an
acquisition has been determined to be highly favorable, at which time they
expect to spend full time in investigating and closing any acquisition for a
period of two weeks. In addition, in the face of competing demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company (see "Management").
Management intends to concentrate on identifying prospective business
opportunities which may be brought to its attention through present associations
with management. In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operation, if any; prospects for the future; present and expected competition;
the quality and experience of management services which may be available and the
depth of that management; the potential for further research, development or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services or trades; name identification; and other
relevant factors. Officers and directors of each Company will meet personally
with management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.
It may be anticipated that any opportunity in which the Company participates
will present certain risks. Many of these risks cannot be adequately identified
prior to selection of the specific opportunity, and the Company's shareholders
must, therefore, depend on the ability of management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it
may be anticipated that the promoters thereof have been unable to develop a
going concern or that such business is in its development stage in that it has
not generated significant revenues from its principal business activities prior
to the Company's participation. There is a risk, even after the Company's
participation in the activity and the related expenditure of the Company's
funds, that the combined enterprises will still be unable to become a going
concern or advance beyond the development stage. Many of the opportunities may
involve new and untested products, processes, or market strategies which may not
succeed. Such risks will be assumed by the Company and, therefore, its
shareholders.
The Company will not restrict its search for any specific kind of business, but
may acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in which the Company
may become engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the Company's officers and directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that any securities issued in any such reorganization would
be issued in reliance on exemptions from registration under applicable Federal
and state securities laws. In some circumstances, however, as a negotiated
element of this transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain conditions, or
at specified time thereafter. The issuance of substantial additional securities
and their potential sale into any trading market which may develop in the
Company's Common Stock may have a depressive effect on such market. While the
actual terms of a transaction to which the Company may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition in a so called "tax free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the "Code").
In order to obtain tax free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, the shareholders of the Company, including
investors in this offering, would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could result in significant
dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check reference of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.
The manner in which each Company participates in an opportunity will depend on
the nature of the opportunity, the respective needs and desires of the Company
and other parties, the management of the opportunity, and the relative
negotiating strength of the Company and such other management.
With respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilative effect on the percentage of shares held by the Company's
then shareholders, including purchasers in this offering. (See "Risk Factors.")
The Company will not have sufficient funds (unless it is able to raise funds in
a private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired.
Accordingly, following the acquisition of any such product, the Company will, in
all likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products acquired.
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
therefore incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit from the use of
"leverage" in the acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price for that business.
Through a leveraged transaction, the Company would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. No assurance can be given as to
the terms or the availability of financing for any acquisition by the Company.
During periods when interest rates are relatively high, the benefits of
leveraging are not as great as during periods of lower interest rates because
the investment in the business opportunity held on a leveraged basis will only
be profitable if it generates sufficient revenues to cover the related debt and
other costs of the financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company. It is not
possible at this time to predict the restrictions, if any, which lenders may
impose or the impact thereof on the Company.
Competition
The Company is an insignificant participant among firms which engage in
business combinations with, or financing of, development stage enterprises.
There are many established management and financial consulting companies and
venture capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be a significant competitive disadvantage vis-a-vis the
Company's competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as an issuer
which is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur significant
registration and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to review the
Company's activities from time to time with a view toward reducing the
likelihood the
Company could be classified as an "investment company."
The Company intend to structure a merger or acquisition in such manner as to
minimize Federal and state tax consequences to the Company and to any target
company.
Employees
The Company's only employees at the present time are its officers and
directors, who will devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See "Management").
Item 2. DESCRIPTION OF PROPERTY
The Company shares space with its sole officer. The Company pays its own
charges for long distance telephone calls and other miscellaneous secretarial,
photocopying and similar expenses.
Item 3. LEGAL PROCEEDINGS
Not Applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 30, 2003.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock has not traded. As of June 30, 2003, there
were 111 stockholders of record.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Company has been recently formed and has not engaged in any
operations other than organizational matters. Its operating deficit is being
founded by an officer and director.
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Company required to be
included in Item 7 are set forth in the Financial Statements Index.
Its operating deficit is being funded by an officer and director.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors and Executive Officers
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the director and executive officer of the Company is as
follows.
Jehu Hand has been President, Chief Financial Officer and Secretary
of the Company since its inception. Mr. Hand has been engaged in corporate and
securities law practice and has been a partner of the law firm of Hand & Hand
since 1992. Hand & Hand incorporated as a law corporation in May 1994. From
January 1992 to December 1992 he was the Vice President-Corporate Counsel and
Secretary of Laser Medical Technology, Inc., which designs, manufactures and
markets dental lasers and endodontics equipment. He was a director of Laser
Medical from February 1992 to February 1993. From January to October, 1992 Mr.
Hand was Of Counsel to the Law Firm of Lewis, D'Amato, Brisbois & Bisgaard. From
January 1991 to January 1992 he was a shareholder of McKittrick, Jackson,
DeMarco & Peckenpaugh, a law corporation. From January to December 1990 he was a
partner of Day, Campbell & Hand, and was an associate of its predecessor law
firm from July 1986 to December 1989. From 1984 to June 1986 Mr. Hand was an
associate attorney with Schwartz, Kelm, Warren & Rubenstein in Columbus, Ohio.
Jehu Hand received a J.D. from New York University School of Law and a B.A. from
Brigham Young University. He is a licensed real estate broker and a registered
principal (Series 7, 24 and 63) of SoCal Securities, a broker-dealer and member
of the National Association of Securities Dealers, Inc.
Audit Committee
We do not have an audit committee. The entire Board of Directors serve
as the audit committee. Because of the small size of the Company and the risk
attendant to a small public company, we are currently unable to attract an audit
committee financial expert to our Board of Directors.
Conflicts of Interest
Certain conflicts of interest now exist and will continue to exist
between the Company and its officer and director due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.
Certain conflicts of interest may exist between the Company and its
management, and conflicts may develop in the future. The officer and director of
the Company holds similar positions with a number of companies engaged in the
same business as the Company. In the event a business opportunity is presented
to the management, he will present the opportunity to the Company and to these
companies in a random order of priority.
The Company has not established policies or procedures for the
resolution of current or potential conflicts of interests between the Company,
its officers and directors or affiliated entities. There can be no assurance
that management will resolve all conflicts of interest in favor of the Company,
and failure by management to conduct the Company's business in the Company's
best interest may result in liability to the management. The officers and
directors are accountable to the Company as fiduciaries, which means that they
are required to exercise good faith and integrity in handling the Company's
affairs. Shareholders who believe that the Company has been harmed by failure of
an officer or director to appropriately resolve any conflict of interest may,
subject to applicable rules of
civil procedure, be able to bring a class action or derivative suit to enforce
their rights and the Company's rights.
The Company has no arrangement, understanding or intention to enter
into any transaction for participating in any business opportunity with any
officer, director, or principal shareholder or with any firm or business
organization with which such persons are affiliated, whether by reason of stock
ownership, position as an officer or director, or otherwise.
The Company, by resolution of its Board of Directors and
stockholders, adopted a 1994 Stock Option Plan (the "Plan") on April 20, 1994.
The Plan enables the Company to offer an incentive based compensation system to
employees, officers and directors and to employees of companies who do business
with the Company.
In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries or employees of companies with which the Company does business
become participants in the Plan upon receiving grants in the form of stock
options or restricted stock. A total of 2,000,000 shares are authorized for
issuance under the Plan, of which no shares are issuable. The Company does not
intend to grant options until such time as a merger or acquisition has been
consummated. The Company may increase the number of shares authorized for
issuance under the Plan or may make other material modifications to the Plan
without shareholder approval. However, no amendment may change the existing
rights of any option holder.
Any shares which are subject to an award but are not used because
the terms and conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.
Stock options may be granted as non-qualified stock options or
incentive stock options, but incentive stock options may not be granted at a
price less than 100% of the fair market value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market value of the
stock as of the date of grant. Restricted stock may not be granted under the
Plan in connection with incentive stock options.
Stock options may be exercised during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability, whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock acquired through the exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination of notes, cash and shares of the Company's common stock or a
combination thereof. Incentive stock options may only be issued to directors,
officers and employees of the Company.
Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant contains the AO feature and if a participant pays all or part of the
purchase price of the option with shares of the Company's common stock, then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the Company equal to the sum of the number of whole shares used by the
participant in payment of the purchase price and the number of whole shares, if
any, withheld by the Company as payment for withholding taxes. An AO may be
exercised between the date of grant and the date of expiration, which will be
the same as the date of expiration of the option to which the AO is related.
Stock appreciation rights and/or restricted stock may be granted in
conjunction with, or may be unrelated to stock options. A stock appreciation
right entitles a participant to receive a payment, in cash or common stock or a
combination thereof, in an amount equal to the excess of the fair market value
of the stock at the time of exercise
over the fair market value as of the date of grant. Stock appreciation rights
may be exercised during a period of time fixed by the Committee not to exceed
ten years after the date of grant or three years after death or disability,
whichever is later. Restricted stock requires the recipient to continue in
service as an officer, director, employee or consultant for a fixed period of
time for ownership of the shares to vest. If restricted shares or stock
appreciation rights are issued in tandem with options, the restricted stock or
stock appreciation right is canceled upon exercise of the option and the option
will likewise terminate upon vesting of the restricted shares.
Item 10. EXECUTIVE COMPENSATION
No compensation is paid or anticipated to be paid by the Company
until an acquisition is made.
On acquisition of a business opportunity, current management may
resign and be replaced by persons associated with the business opportunity
acquired, particularly if the Company participates in a business opportunity by
effecting a reorganization, merger or consolidation. If any member of current
management remains after effecting a business opportunity acquisition, that
member's time commitment will likely be adjusted based on the nature and method
of the acquisition and location of the business which cannot be predicted.
Compensation of management will be determined by the new board of directors, and
shareholders of the Company will not have the opportunity to vote on or approve
such compensation.
Directors currently receive no compensation for their duties as
directors.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information relating to the
beneficial ownership of Company common stock by those persons beneficially
holding more than 5% of the Company capital stock, by the Company's directors
and executive officers, and by all of the Company's directors and executive
officers as a group. The address of each person is care of the Company.
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned Common Stock
Jehu Hand(1) 800,000 80.0%
Kimberly Peterson 93,850 9.4%
All officers and
directors as a group
(1 person) 800,000 80.0%
(1) Mr. Hand controls a family limited partnership which is the record holder
of these shares.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits of the Company are included
herein.
Exhibit No. Document Description
2. Charter and Bylaws
2.1. Articles of Incorporation(1)
2.2 Bylaws(1)
6. Material Contracts
6.1. 1994 Stock Option Plan(1)
(1) Filed with the Company's original Form 10-SB.
(b) Reports on Form 8-K.
Not Applicable.
Item 14. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. The Company's principal
executive officer and its principal financial officer, based on their evaluation
of the Company's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d -14 (c) as of a date within 90 days prior to the filing
of this Annual Report on Form 10- KSB have concluded that the Company's
disclosure controls and procedures are adequate and effective for the purposes
set forth in the definition in Exchange Act rules.
(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
the Company's internal controls subsequent to the date of their evaluation.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on September 23, 2004.
MENDOCINO PARTNERS, INC.
By: /s/ Jehu Hand
Jehu Hand
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities on September 23, 2004.
By: /s/ Jehu Hand President, Secretary, Chief Financial Officer and Director
Jehu Hand
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
JUNE 30, 2003
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
CONTENTS
PAGE
- -- Report of Independent Registered
Public Accounting Firm 1
Balance Sheet, June 30, 2003 2
Statements of Operations, for the years ended June 30,
2003 and 2002 and for the period from inception on
April 20, 1994 through
June 30, 2003 3
-- Statement of Stockholders' Equity (Deficit),
from inception on April 20, 1994 through
June 30, 2003 4
Statements of Cash Flows, for the years ended June 30,
2003 and 2002 and for the period from inception on
April 20, 1994 through
June 30, 2003 5
-- Notes to Financial Statements 6 - 8
- 2 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
MENDOCINO PARTNERS, INC.
Dana Point, California
We have audited the accompanying balance sheet of Mendocino Partners, Inc. [a
development stage company] as of June 30, 2003 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years ended
June 30, 2003 and 2002 and for the period from inception on April 20, 1994
through June 30, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Mendocino
Partners, Inc. as of and for the year ended June 30, 2000 were audited by other
auditors whose report, dated January 12, 2001, expressed an unqualified opinion
on those statements. The financial statements as of June 30, 2000 reflect an
accumulated deficit of $2,784. The other auditors' report has been furnished to
us, and our opinion, insofar as it relates to the amounts included for such
prior periods, is based solely on the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Mendocino Partners, Inc. [a development stage company]
as of June 30, 2003 and the results of its operations and its cash flows for the
years ended June 30, 2003 and 2002 and for the period from inception on April
20, 1994 through June 30, 2003, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations. Further, the Company has
current liabilities in excess of current assets. These factors raise substantial
doubt about the ability of the Company to continue as a going concern.
Management's plans in regards to these matters are also described in Note 5. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
June 7, 2004
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
June 30,
2003
-----------
CURRENT ASSETS $ -
-----------
Total Current Assets -
-----------
$ -
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 1,499
Accounts payable - related party 3,805
-----------
Total Current Liabilities 5,304
-----------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
1,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
20,000,000 shares authorized,
1,000,000 shares issued and
outstanding 1,000
Capital in excess of par value 15
Deficit accumulated during the
development stage (6,319)
-----------
Total Stockholders' Equity (Deficit) (5,304)
-----------
$ -
-------------
The accompanying notes are an integral part of this
financial statement.
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the From Inception
Year Ended on April 20,
June 30, 1994 Through
_________________________ June 30,
2003 2002 2003
------------ ------------ ------------
REVENUE $ - $ - $ -
EXPENSES:
General and administrative 511 1,838 6,319
------------ ------------ ------------
LOSS BEFORE INCOME TAXES (511) (1,838) (6,319)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
------------ ------------ ------------
NET LOSS $ (511) $ (1,838) $ (6,319)
------------ ------------ ------------
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.01)
------------ ------------ ------------
The accompanying notes are an integral part of these
financial statements.
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON APRIL 20, 1994
THROUGH JUNE 30, 2003
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
__________________ __________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
--------- ------- --------- ------- --------- ---------
BALANCE, April 20, 1994 - $ - - $ - $ - $ -
Issuance of 1,000,000 shares of common
stock for cash of $1,015, or $.001 per share,
April 20, 1994 - - 1,000,000 1,000 15 -
Net loss for the period ended June 30, 1994 - - - - - (42)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 1994 - - 1,000,000 1,000 15 (42)
Net loss for the year ended June 30, 1995 - - - - - (338)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 1995 - - 1,000,000 1,000 15 (380)
Net loss for the year ended June 30, 1996 - - - - - (320)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 1996 - - 1,000,000 1,000 15 (700)
Net loss for the year ended June 30, 1997 - - - - - (314)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 1997 - - 1,000,000 1,000 15 (1,014)
Net loss for the year ended June 30, 1998 - - - - - (312)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 1998 - - 1,000,000 1,000 15 (1,326)
Net loss for the year ended June 30, 1999 - - - - - (790)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 1999 - - 1,000,000 1,000 15 (2,116)
Net loss for the year ended June 30, 2000 - - - - - (907)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 2000 - - 1,000,000 1,000 15 (3,023)
Net loss for the year ended June 30, 2001 - - - - - (947)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 2001 - - 1,000,000 1,000 15 (3,970)
Net loss for the year ended June 30, 2002 - - - - - (1,838)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 2002 - - 1,000,000 1,000 15 (5,808)
Net loss for the year ended June 30, 2003 - - - - - (511)
--------- ------- --------- ------- --------- ---------
BALANCE, June 30, 2003 - $ - 1,000,000 $ 1,000 $ 15 $ (6,319)
--------- ------- --------- ------- --------- ---------
The accompanying notes are an integral part of this
financial statement.
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Year Ended on April 20,
June 30, 1994 Through
_________________________ June 30,
2003 2002 2003
------------ ------------ ------------
Cash Flows from Operating Activities:
Net loss $ (511) $ (1,838) $ (6,319)
Adjustments to reconcile net loss to net cash used by
operating activities:
Amortization - - 1,015
Changes in assets and liabilities:
Increase in accounts payable 511 880 1,499
Increase in accounts payable - related party - 958 3,805
------------ ------------ ------------
Net Cash Provided by Operating Activities - - -
------------ ------------ ------------
Cash Flows from Investing Activities:
Payments of organization costs - - (1,015)
------------ ------------ ------------
Net Cash (Used) by Investing Activities - - (1,015)
------------ ------------ ------------
Cash Flows from Financing Activities:
Proceeds from sale of common stock - - 1,015
------------ ------------ ------------
Net Cash Provided by Financing Activities - - 1,015
------------ ------------ ------------
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
------------ ------------ ------------
Cash at End of Period $ - $ - $ -
------------ ------------ ------------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities:
For the year ended June 30, 2003:
None
For the year ended June 30, 2002:
None
The accompanying notes are an integral part of these
financial statements.
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Mendocino Partners, Inc. ("the Company") was organized under
the laws of the State of Delaware on April 20, 1994 for the purpose of
seeking out business opportunities, including acquisitions. The Company is
considered a development stage company as defined in Statement of Financial
Accounting Standards No. 7. The Company will be very dependent on the
skills, talents and abilities of management to successfully implement its
business plan. Due to the Company's lack of capital, it is likely that the
Company will not be able to compete with larger and more experienced
entities for business opportunities which are lower risk and are more
attractive for such entities. Business opportunities in which the Company
may participate will likely be highly risky and speculative. The Company
has, at the present time, not paid any dividends and any dividends that may
be paid in the future will depend upon the financial requirements of the
Company and other relevant factors.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" [See Note 3].
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in
accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" [See Note 6].
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reported period. Actual results
could differ from those estimated.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities", and SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity", were recently issued. SFAS No. 149 and 150 have no current
applicability to the Company or their effect on the financial statements
would not have been significant.
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 1,000,000 shares of
preferred stock, $.001 par value, with such
rights, preferences and designations and to be issued in such series as
determined by the Board of Directors. No
shares are issued and outstanding at June 30, 2003.
Common Stock - The Company has authorized 20,000,000 shares of common stock
with a par value of $.001. In April 1994, in connection with its
organization, the Company issued 1,000,000 shares of its previously
authorized but unissued common stock. The shares were issued for cash of
$1,015 (or approximately $.001 per share).
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK [Continued]
1994 Stock Option Plan - On April 20, 1994, the Company adopted the 1994
Stock Option Plan. The plan provides for the granting of awards of up to
2,000,000 shares of common stock to officers, directors, employees,
advisors, and employees of other companies that do business with the
Company as non-qualified and qualified stock options. The Stock Option
Committee of the Board of Directors determines the option price, which
cannot be less than the fair market value at the date of the grant or 110%
of the fair market value if the recipient of the grant holds 10% or more of
the Company's common stock. The price per share of shares subject to a
Non-Qualified option cannot be less than 85% of the fair market value.
Options granted under the plan will typically expire ten years from the
date of the grant (five years if the recipient of the grant holds 10% or
more of the Company's common stock on the date of the grant) or three
months after termination of employment. As of June 30, 2003, no options
have been granted.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. The Company has available at
June 30, 2003, unused operating loss carryforwards of approximately $6,300
which may be applied against future taxable income and which expire in
various years through 2023.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax assets are
approximately $2,150 and $1,970 as of June 30, 2003 and 2002, respectively,
with an offsetting valuation allowance of the same amount resulting in a
change in the valuation allowance of approximately $180 during the year
ended June 30, 2003.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the years ended June 30, 2003 and 2002, the
Company did not pay any compensation to any officer or director of the
Company.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his
offices as a mailing address, as needed, at no expense to the Company.
Accounts Payable - Related Party - During the years ended June 30, 2003 and
2002, an officer/shareholder of the Company directly paid expenses totaling
$0 and $958 on behalf of the Company. At June 30, 2003, the Company owed
the shareholder $3,805. No interest is being accrued on the payable.
MENDOCINO PARTNERS, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has incurred losses
since its inception and has not yet been successful in establishing
profitable operations. Further, the Company has current liabilities in
excess of current assets. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this regard,
management is proposing to raise any necessary additional funds not
provided by operations through loans or through additional sales of its
common stock or through a possible business combination with another
company. There is no assurance that the Company will be successful in
raising this additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might result from
the outcome of these uncertainties.
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the From Inception
Year Ended on April 20,
June 30, 1994 Through
_________________________ June 30,
2003 2002 2003
------------ ------------ ------------
Loss from continuing operations
available to common shareholders
(numerator) $ (511) $ (1,838) $ (6,319)
------------ ------------ ------------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,000,000 1,000,000 1,000,000
------------ ------------ ------------
Dilutive loss per share was not presented, as the Company had no common
stock equivalent shares for all periods presented that would affect the
computation of diluted loss per share.