UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
NEMCO INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-3656615
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
625 N. Michigan Avenue
Chicago, Illinois 60611
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (312) 867-1052
--------------
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Voting Common Stock
As of June 30, 2001, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.001 par value
14,333,333 issued and outstanding
PART I
Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
NEMCO., INC., (the "Company"), a development stage company,
was organized in October 1996 as Ecotech Solutions Inc., under
the laws of the State of Delaware, having the stated purpose of
engaging in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware. The
Company is a blank check company as defined by the Securities and
Exchange Commission. The definition of a blank check company is
one which has no specific business or plan other than to
consummate an acquisition of or merge into another business or
entity.
The Company was formed to take advantage of the under developed
biotechnology industry in the United Kingdom. The Company
believed that the biotech industry was underdeveloped on the
basis that there was a lack of funding and investors willing to
provide capital to this sector. Negative publicity which was
given to companies operating in this sector have reverberated
through the whole sector and have driven away investors who
previously may have sought to grant funding to innovative ideas
and technologies. The Company had identified certain technologies
which it wanted to pursue and carry out in the market place. The
products and technologies which the Company sought to develop
included: cellular tissue development for arthritis sufferers;
gene coding to detect cancer; hypothermia applications to be used
in cancer treatment and cervical smear testing. In December
1998, the Company decided to change its name to "Bioincubation
Corp." to better reflect the intended operation of the Company.
After the Company conducted preliminary research into the
biotech industry in the United Kingdom, it determined that the
industry as a whole was weak, consisting of only forty publicly
listed companies operating in the industry in the U.K., thereby
not warranting entry by the Company in this industry.
Also in December 1998, the Company sought to raise funds pursuant
to a private placement to accredited investors implement its
business plans and fund research of its concept by issuing
2,000,000 shares of common stock at $0.01. The Company was
successful in raising $16,000.00 and commenced conducting
research of its concept. Thereafter in May 1999, the initial
results into the state of the biotech industry in the UK had
shown that the industry was not as strong as expected.
The Company on December 11, 2000 acquired all the outstanding
shares of common stock of Netmedia Developments Ltd.,(hereinafter
"Netmedia") a company incorporated under the laws of the United
Kingdom, whereunder the Company acquired all of the outstanding
shares of common stock of Netmedia. Additionally, the company
effectuated a 3 for 1 reverse split of its outstanding shares of
common stock prior to the acquisition of Netmedia. The company
thereafter issued 13,000,000 post reverse split shares of the
Company in exchange for the outstanding shares of common stock of
Netmedia. The transaction was approved by shareholders of both
the company and Netmedia.
As a result of the acquisition of Netmedia, control of the
company passed to the shareholders of Netmedia. Pursuant to the
terms of the Acquisition Agreement, the company changed its name
to Nemco, Inc. A Form 8/K was filed on December 11, 2000
disclosing the transaction.
Thereafter, Nemco was to file, within sixty (60) days of the
transaction audited consolidated financial statements of Netmedia
on a Form 8/K-A. Nemco however could not compile the financial
statements of Netmedia and did not file the requisite Form 8/K-A.
Additionally, Nemco was unable to further develop its business
plan and effectively carry on operations due to market
conditions. The Company was also unable to file interim
financial reports on Form 10Q without incurring substantial
hardship and expense.
Based on the mutual agreement between the directors and
shareholders of Bioincubation and Nemco, the parties agreed to
terminate the original acquisition agreement entered into on
December 11, 2000 and reverse the transaction. Control of the
company has now reverted back to the original Bioincubation
shareholders and the name of the company shall remain Nemco.
Nemco shall now proceed as a blank check company whose principal
business shall be to merge with or acquire another operating
entity. Nemco shall proceed to update all its filings and become
current with its reporting obligations with the Securities and
Exchange Commission.
Item 2. Description of Property
The Company uses office space for its executive offices at
two locations. The fair market value of the 200 square foot
office at The Studio, St. Nicholas Close, Elstree, Herts, UK is
$600 per month. Use of this office space began January 1, 1999.
The fair market value of the 300 square foot office at Suite 600,
625 N. Michigan Avenue, Chicago, Illinois is also $600 per
month. Use of this office space began January 1, 1999. The
Company receives use of these spaces free of charge from
its shareholders.
Item 3. Legal Proceedings
There are no legal proceedings are pending at this time.
Item 4. Submission of Matters to a Vote of Security Holders
On December 10, 2000, a majority of the shareholders of the
company approved the acquisition of Netmedia Developments
Ltd.,(hereinafter "Netmedia") a company incorporated under the
laws of the United Kingdom, whereunder the Company acquired all
of the outstanding shares of common stock of Netmedia. As a
result of that acquisition, the company changed its name to Nemco
and control of the company passed to the shareholders of
Netmedia.
On January 5, 2001, a majority of the shareholders of the company
voted to reverse the transaction of the acquisition of Netmedia
based on the failure of Netmedia to provide sufficient
information necessary to file a Form 8-K/A with the Securities
and Exchange Commission. As a result of that vote, control of
the company passed back to the original shareholders of the
company, prior to its acquisition with Netmedia.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters
The Company is not aware of any quotations for its common stock,
now or at any time within the past two years. As of June 30,
2001, there were approximately 150 holders of record of the
issued and outstanding shares of Issuer's common stock. Issuer
has never paid a dividend on its outstanding equity. The Company
currently has no established public trading market for its common
stock.
Shareholders of the Company have not entered into any "lock-up"
letter agreement, which would prevent them from selling their
respective shares of the Company's common stock until such time
as the Company develops its business plan or consummates an
acquisition, alliance, merger or business transaction with
another entity
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company's principal business purpose is to locate and
consummate a merger or alliance with a private entity. Because
of the Company's current status having no assets and no recent
operating history, in the event the Company does successfully
acquire or merge with an operating business opportunity, it is
likely that the Company's present shareholders will experience
substantial dilution and there will be a probable change in
control of the Company.
Nemco is now a blank check development stage company and its
principal business purpose is to locate and consummate a merger
or acquisition with a private entity.
The SEC defines a blank check company as one which has no
specific business or plan other than to consummate an acquisition
of or merge into another business or entity. A number of states
have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Additionally, some states prohibit the initial
offer and sale as well as any subsequent resale of securities of
shell companies to residents of their states. For this reason,
management advises that any potential investor who has an
interest in the Company should consult local Blue Sky counsel to
determine whether the state within which that investor resides
prohibits the purchase of shares of the Company in that
jurisdiction.
Once the Company has acquired or merged with another entity which
possesses an active business plan, the Company will no longer be
considered a "blank check" company. Additionally, shareholders
of the Company have not entered into any "lock-up" letter
agreement, which would prevent them from selling their respective
shares of the Company's common stock until such time as the
Company consummates a merger with or acquisition of another
company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Nemco is a voluntarily reporting company in order to make
information concerning itself more readily available to the
public. Management believes that a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
could provide a prospective merger or acquisition candidate with
additional information concerning the Company. In addition,
management believes that this might make the Company more
attractive to an operating business opportunity as a potential
business combination candidate. As a result of filing its
registration statement, the Company is obligated to file with the
Commission certain interim and periodic reports including an
annual report containing audited financial statements. The
Company intends to continue to voluntarily file these periodic
reports under the Exchange Act even if its obligation to file
such reports is suspended under applicable provisions of the
Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any such business combination. Thus, in the
event that the Company successfully completes an acquisition or
merger with another operating business, the resulting combined
business must provide audited financial statements for at least
the two most recent fiscal years or, in the event that the
combined operating business has been in business less than two
years, audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.
There is always a present potential that the Company may acquire
or merge with a business or company in which the Company's
promoters, management, affiliates or associates directly or
indirectly have an ownership interest. There is no formal
existing corporate policy regarding such transactions, however,
in the event such a potential arises, the Company shall disclose
any conflict of interest to its directors and shareholders for
purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any
circumstances under which this policy may be changed.
The Company has held preliminary discussions with a number of
entities for the purpose of consummating an acquisition or
merger. These discussions have not developed into any serious
negotiations, arrangement or understandings between the Company
and such entities and are merely part of the Company's efforts to
explore all available opportunities. The Company will consider
the operations and business activity of any entity with which it
wishes to consummate a transaction for the purpose of determining
whether such entity will be able to sustain growth, profit and
viable operations over the long term. At this time, the Company
has not entered into any letters of intent, agreements or
preliminary term sheets with any entity for the purpose of any
transaction.
The Company at this time does not have any preliminary agreements
or understandings for the purpose of providing any consulting
services. The Company will consider paying consultant or
finders' fees to its principal shareholders on the same basis
that it would pay any outside consultant or finder's fee.
The Company at this time does not foresee generating any
substantial income over the next twelve (12) months. The
Company's main purpose and goal is to locate and consummate a
merger or acquisition with a private entity. The Company's
directors will be compensated with stock of any surviving
Company subsequent to a merger or acquisition with a private
entity.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
The Company has an arrangement with Channing Investments to
supply funds to the Company up to an amount of $50,000. The
Company may seek additional funding from its shareholders,
including possibly Channing Investments, at such time when the
Company requires additional funding to meet its fiscal needs.
Shareholders have indicated that they may advance funds to the
Company to meet its needs and the Company's management feels
that, if required, funding may be provided. Investors should be
alerted however that there are no guarantees that such funding
would be provided by the shareholders.
Channing Investments Ltd., a shareholder of the Company, will
lend up to $50,000 to the Company upon request. The loan is not
evidenced by a note. The informal agreement calls for no payment
of interest. The Company intends to repay the loan, in a lump
sum payment, from any fund raising that it may carry out or when
the company achieves sustainable revenue.
Item 7. Financial Statements
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of NEMCO INC.
We have audited the accompanying balance sheet of NEMCO INC., (a
development stage company) as of June 30, 2001 and the
related statements of loss, cash flows and shareholders' equity
for the year then ended, and for the period from October 31, 1996
(inception) to June 30, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standard 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, evidences supporting
the amounts and disclosures in the financial statements, An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of NEMCO INC., as of June 30, 2001, and the results of
its operations and its cash flows for the year then ended and for
the period from October 31, 1996 (inception) to June 30, 2001 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 4 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Notes 4. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Graf Repetti & Co., LLP.
New York, New York
May 10, 2002
NEMCO, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
FOR THE YEARS ENDING JUNE 30, 2000 AND JUNE 30, 2001
For the Year For the Year
Ended Ended
June 30, 2000 June 30, 2001
------------------------------
ASSETS
Current Assets
Cash $ 0 $ 0
Other Current Assets 0 0
---------- -----------
Total Current Assets 0 0
Other Assets 0 0
---------- -----------
Total Assets $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0 $ 0
Accrued Expenses 16,800 39,300
----------- -----------
Total Current Liabilities $16,800 39,300
Other Liabilities
Loan payable - Channing Investments
Note 5 38,650 44,700
----------- -----------
Total Liabilities $55,450 84,000
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000,000 Shares;
Issued and Outstanding 6,000,000
Shares 6,000
Issued and Outstanding 14,333,333
Shares 14,333
Additional Paid in Capital 13,700 19,767
Deficit Accumulated During
the Development Stage (75,150) (118,100)
----------- -----------
Total Stockholders' Equity (55,450) (84,000)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
NEMCO, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEARS ENDED JUNE 30, 2001
AND FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2000
For the Year From
Ended Inception to
June 30, 1999 June 30, 2000
-------------- --------------
TOTAL REVENUES: $ 0 $ 0
---------- ---------
OPERATING EXPENSES:
Accounting 10,250 20,100
Legal 17,500 45,000
Rent (Note 2) 14,400 36,000
Filing Fee 750 750
Research and development - 12,000
Other Start Up Costs - 4,000
---------- ----------
Total Operating Expenses 42,950 118,100
---------- ----------
NET LOSS $( 42,950) $(118,100)
NET LOSS PER SHARE $ (0.00) $ (0.05)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 8,968,037 2,437,146
---------- ----------
The accompanying notes are an integral part of these financial
statements.
NEMCO, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2001 AND
FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2001
For the Year From
Ended Inception to
June 30, 2001 June 30, 2001
----------------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $( 42,950) $(118,100)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and Liabilities
(Decrease)/Increase in
Accounts Payable and Accrued
Expenses (22,500) 39,300
-------- --------
Total Adjustments 22,500) 39,300
-------- --------
Net Cash Used in
Operating Activities ( 20,450) ( 78,800)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Increase in Loan Payable -
Channing Investments 6,050 44,700
Proceeds from Issuance of
Common Stock 0 16,000
Paid in capital contributed
by shareholders:
For payment of accrued expenses 0 100
For rent 14,400 18,000
-------- --------
Net Cash Provided by
Financing Activities 20,450 78,800
-------- --------
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------- --------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
-------- --------
Corporate Taxes $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial
statements.
NEMCO, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2000
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid in Cap Deficit Equity
-------------------------------------------------------------
NET INCOME(LOSS)
FOR YEAR ENDED
JUNE 30, 1997 0 $ 0 $ 0 $ (50) $ (50)
-------------------------------------------------------------
BALANCE
JUNE 30, 1997 0 $ 0 $ 0 $ (50) $ (50)
SHAREHOLDER
CONTRIBUTION 0 0 50 0 50
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 1998 0 0 0 ( 50) ( 50)
-------------------------------------------------------------
BALANCE
JUNE 30, 1998 0 0 50 ( 100) ( 50)
ISSUANCE OF
4,000,000 SHARES
DEC. 22, 1998 4,000,000 4,000 0 (4,000) 0
ISSUANCE OF
2,000,000 SHARES
APR. 26, 1999 2,000,000 2,000 10,000 (12,000) 0
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 1999 0 0 0 (19,850) (19,850)
-------------------------------------------------------------
BALANCE
JUNE 30, 1999 6,000,000 $6,000 $10,100 $(35,950) $(19,850)
SHAREHOLDER
CONTRIBUTION 0 0 3,600 0 3,600
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 2000 0 0 0 (39,200) (39,200)
-------------------------------------------------------------
BALANCE
JUNE 30, 2000 6,000,000 $6,000 $13,700 $(75,150) $(55,450)
CANCELLATION OF
2,000,000 SHARES
NOVEMBER 18, 2000 ( 2,000,000) (2,000) 2,000 0 0
ONE FOR THREE
REVERSE STOCK
SPLIT DECEMBER 11,
2000 ( 2,666,667) (2,667) 2,667 0 0
ISSUANCE OF
13,000,000 SHARES
DECEMBER 11, 2000 13,000,000 13,000 (13,000) 0 0
SHAREHOLDER
CONTRIBUTION - - 14,000 - 14,400
NET INCOME(LOSS) FOR
THE YEAR ENDED
JUNE 30, 2001 - - - (42,950) (42,950)
-------------------------------------------------------------
BALANCE -
JUNE 30, 2001 14,333,333 $14,333 $19,767 $ (118,100) $ (84,000)
=============================================================
</table>
The accompanying notes are an integral part of these financial
statements.
NEMCO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: Nemco, Inc., ("the Company") is a
for-profit corporation incorporated under the laws of the
State of Delaware on October 31, 1996 as Ecotech Solutions, Inc.
On March 3, 1999 the Company changed its name to Bioincubation
Corp. On December 20, 2000, the Company changed its name to
Nemco, Inc.
The Company is a development stage company and is also
considered a shell company at this time based upon the fact that
the Company has no significant assets. The Company's principal
business purpose is to locate and consummate a merger or
alliance with a private entity.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly revenue is
recognized when earned and expenses when incurred.
C. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly,
actual results could differ from these estimates. Significant
estimates in the financial statements include the assumption
that the Company will continue as a going concern. See Note 5.
NOTE 2 - USE OF OFFICE SPACE
The Company uses office space for its executive offices at two
locations. The fair market value of the 200 square foot office
at The Studio, St. Nicholas Close, Elstree, Herts, UK is $600
per month. Use of this office space began January 1, 1999. The
fair market value of the 300 square foot office at Suite 600,
625 N. Michigan Avenue, Chicago, Illinois is also $600 per
month. Use of this office space began January 1, 1999. The
amount for each office is reflected as an expense with a
corresponding credit to accrued expenses, as the shareholders
expect to be reimbursed in the future. By March 31, 2000, the
shareholders were paid the six quarters of rent with funds
advanced by Channing Investments Ltd. (see Note 5). Since April
1, 2000, the two offices are contributed by two shareholders as
an expense with a corresponding credit to additional paid in
capital.
NOTE 3 - EARNINGS PER SHARE
For the Year From Inception
Ended To
June 30, 2001 June 30, 2001
--------------------------------------
Net Loss per share $(0.00) $(0.05)
NOTE 4 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses
and no revenues, primarily reflect the operations of its early
stage. As a result, the Company had from time of inception to
June 30, 2001 no revenue and a net loss from operations of
$(118,100). As of June 30, 2001, the Company had a net capital
deficiency of $(84,000).
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses. It is not anticipated that the
Company will be able to meet its financial obligations through
internal net revenue in the foreseeable future. Bioincubation
Corp., does not have a working capital line of credit with any
financial institution. Therefore, future sources of liquidity
will be limited to the Company's ability to obtain additional
debt or equity funding. See Note 5.
Note 5 - LOAN PAYABLE - CHANNING INVESTMENTS LTD.
Channing Investments Ltd., a shareholder of the Company, will
lend up to $50,000 to the Company upon request. The loan is not
evidenced by a note. The informal agreement calls for no
payment of interest. As of June 30, 1999, no amount was
outstanding on the loan. After June 30, 2001, Channing
Investments Ltd., paid $44,700 of expenses on behalf of
Nemco Inc. The Company intends to repay the loan out
of any fund raising that it may carry out or when the company
achieves sustainable revenue.
Note 6 - NON-CASH FINANCIAL TRANSACTIONS
Non-cash financing transaction consisting of the cost of payment
of accounts payable, and contributed rent and the related
additional paid in capital contributed by shareholders have been
included in expenses and additional paid in capital,
respectively, in the accompanying financial statements. These
are valued at $14,400 and $18,100 for the year ended June 30,
2001, and from October 31, 1996 (inception) to June 30, 2001,
respectively.
Note 7 - STOCK TRANSACTIONS
On November 18, 2000, the Company canceled 2,000,000 shares of
stock with the consent of the shareholders. On December 11,
2000, the remaining 4,000,000 shares underwent a 1 for 3 reverse
stock split. An additional 13,000,000 shares were issued to two
shareholders on December 11, 2000 in exchange for an agreement to
pay legal and accounting costs of the Company.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in, or disagreements with, accountants
on accounting and financial disclosure matters.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS
Julian Andrews 32 President and Director None
John Bentley 61 Secretary and Director None
Julian Andrews is the President of the Company and has nearly
ten (10) years experience in computer technologies. He has been
with the Company since December 1998. Mr. Andrews previously
worked for Lloyds Bank in 1989 where he was involved with the
operation of training corporations to utilize computer systems
and operations. He remained there until 1998 until he began to
work as an independent consultant assisting companies in devising
and programming business computer systems. He possesses
significant knowledge of live computer systems and their
operations and has extensive contacts in the computer and
technology industries. He intends to aggressively pursue a
merger candidate or business transaction for the company.
John Bentley is the Secretary of the Company whose business
career started with Europe's first and largest video rental
distribution chain, (Intervision PLC), in 1980. In 1984, he
played a strategic role in financing the world's first e-mail
venture with Wordnet International. He has also worked for
Faxcast Corporation and assisted in developing a point to multi-
point global fax distribution by satellite in 1990. During the
1970s, Mr. Bentley built a major entertainment / information
conglomerate from scratch acquiring 14 public companies by merger
and acquisition in three years. They included British Lion Films
and Shepperton Studios (Britain's largest movie corporation),
Mills and Allen, the worlds largest outdoor advertising
corporation outside America and the largest UK owned advertising
agency, Dorlands. The group employed over 10,000 people. He is
also the Inventor of Net TV, Initiator of point to multipoint
global fax by satellite communications.
To the best knowledge of management, during the past five years,
no present or former director or executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor
offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 10. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the year
ended June 30, 2001, nor at any of its officers, directors or
any other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's directors
will forego any compensation until such time as the Company
accumulates significant revenues and income to warrant the
payment of compensation to its directors. As of the date hereof,
no person has accrued any compensation from the Company.
COMPENSATION TABLE: None; no form of compensation was paid to any
officer or director at any time during the last two fiscal years.
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended June 30,
2001.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of June 30, 2001, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ---------------- -------------------- --------
DBP Holdings Ltd. 6,500,000 45.3%
S8 Int'l Business Centre
Main Street, Gibraltar
John Bentley 6,500,000 45.3%
Gipps Farmhouse
Spithurst Lane
Barcrombe Lewes BN8 5EH
ENGLAND
The Company has been advised that each of the persons listed
above has sole voting, investment, and dispositive power over the
share indicated above. Percent of Class (third column above) is
based on 14,333,333 shares of common stock outstanding as of the
date of this filing.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended June 30, 2001, there were no material transactions, or
series of similar transactions, since the beginning the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal year ended June 30, 2001, there were no
material transactions between the Company and its management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal year
ended June 30, 2001 there were no material transactions, or
series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of
record or beneficially more than 5% of any class of the company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
11 Statement regarding computation of per share
earnings
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
NEMCO, INC.
- ----------------------
(Registrant)
Date: May 20, 2002
By: /s/ Julian Andrews
----------------------
President