As Filed with the Securities and Exchange Commission on
December 4, 2001
Registration No. 333- _______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Casterbridge Management, Inc.
(Exact name of registrant as specified in its charter)
Nevada 6770
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
2102 N. Donner Road
Tucson, AZ 85749
(520) 731-9890
(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)
Dieterich and Associates
11300 W. Olympic Blvd., Suite 800
Los Angeles, California 90064
(310) 312-6888
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after this
registration statement becomes effective.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the
following box: [_]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
number for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Title of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
- --------------------------------------------------------------------------
common stock 250,000 $ 0.10 $25,000 $6.25
no par value
(1) In the event of a stock split stock dividend, or similar
transaction involving the Company's Common Stock, in order to
prevent dilution, the number of shares registered shall
automatically be increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act.
(2) Estimated for purposes of calculating the amount of
registration fee only.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended (the "Securities Act") or
until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may
determine.
[Casterbridge Management, Inc. Letterhead]
December 4, 2001
Proposed Combination
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
Dear fellow shareholders:
Pursuant to a merger agreement dated September 21, 2001,
Casterbridge Management will be acquired and merged into Tucson
Acquisition & Development Corporation; Casterbridge will cease to
exist and TAD will succeed to the reporting requirements of the
Company. As consideration for the acquisition, Tucson
Acquisition & Development will issue 250,000 shares of their
common stock to the stockholders of Casterbridge Management.
There are 1,000,000 shares of Casterbridge Management common
stock currently outstanding. Mr. Hodges, the President, Director
and majority shareholder of Casterbridge Management Inc. has
agreed to return to Casterbridge Management 750,000 of his
800,000 shares for cancellation at the time of the closing.
Tucson Acquisition & Development will issue a total of 250,000
shares to the shareholders of Casterbridge at the rate of 1 share
of Tucson Acquisition & Development for 1 share of Casterbridge
Management.
By law, the combination cannot be completed unless holders of at
least a majority of Casterbridge Management common stock approve
it. Accordingly, the majority shareholder of the Company has
approved it and we anticipate the closing of the acquisition will
occur about late November or December of 2001. This information
statement/prospectus provides you with detailed information about
the proposed combination. We encourage you to read this entire
document carefully, including the section titled "Cautionary
Factors That May Affect Future Results," beginning on page 9.
Your board of directors has approved the combination and believes
that it is in the best interest of Casterbridge Management and
you, our shareholders. Likewise, the President and majority
shareholder has approved the merger by consent and your vote is
not required.
Sincerely,
/s/ Daniel L. Hodges
President
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the securities
to be issued under this information statement/prospectus or
determined if this information statement/prospectus is truthful
or complete. Any representation to the contrary is a criminal
offense.
This information statement/prospectus is dated December 4, 2001
and is first being mailed to shareholders on or about December
7, 2001.
Table of Contents Page
Summary
Cautionary Factors That May Affect Future Results 9
Forward Looking Statements 20
Unaudited Pro Forma Condensed Financial Information 21
The Combination 27
Background of the Combination 27
Our Reasons for the Combination 27
Reasons of Tucson Acquisition & Development for the Combination
Accounting Treatment 27
Federal Income Tax Consequences of the Combination 28
Rights of Dissenting Shareholders 29
Interest of Certain Persons in the Combination 29
Terms of the Combination 30
Differences in the Rights of the Shareholders 30
The Companies 31
Casterbridge Management, Inc. 31
Tucson Acquisition & Development Corporation 33
Tucson Acquisition & Development's Management's Discussion and
Plan of Operation 35
Description of Casterbridge Management Capital Stock 45
Description of Tucson Acquisition & Development Capital Stock 46
Management Following the Combination 49
Our Principal Shareholders 49
Certain Relationships and Related Transactions 49
Executive Compensation of Our Directors and Offices 50
Available Information 51
Financial Statements 53
Experts 53
Appendix A Nevada Revised Statute Sections 92A.300-92A.500 96
QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION
Q: Why are we performing the combination?
A: We expect a public trading market to develop for our stock
following the combination which would enable us to provide
liquidity to our stockholders, both the existing shareholders and
the current shareholder of Tucson Acquisition & Development after
the acquisition, should they want to sell their stock, and to
provide Tucson Acquisition & Development with the advantages of a
public company in raising funds and making acquisitions. Our
current shareholders should also benefit by being acquired by a
viable and growing business. However, we cannot assure you that
we will be able to develop such a trading market for our stock or
that the operations of Tucson Acquisition & Development will
continue to be viable following the combination.
Q: What will I receive in the combination?
A: For each share of Casterbridge Management Inc. that you
hold, you will receive in exchange one share of Tucson
Acquisition & Development Corporation. Mr. Hodges, the
President, Director and majority shareholder of Casterbridge
Management Inc. has agreed, if the merger agreement is approved
by Casterbridge Management shareholders, to return to
Casterbridge Management 750,000 of his 800,000 shares for
cancellation at the time of the closing of the acquisition.
Casterbridge Management currently has 1,000,000 shares
outstanding. Tucson Acquisition & Development will issue a total
of 250,000 shares to the non-dissenting shareholders of
Casterbridge. The shares of common stock to be issued in the
combination will be registered with the Securities and Exchange
Commission pursuant to this registration statement.
Q: What shareholder and member approvals are needed?
A: The affirmative vote of the holders of a majority of our
outstanding shares is required to adopt the merger agreement and
to carry out the transactions contemplated by the merger
agreement. Each share of common stock is entitled to one vote.
There is no cumulative voting on any matter to be voted on at
this meeting. As of the record date, Daniel L. Hodges, our sole
director, executive officer and principal shareholder held an
aggregate of 80% of our outstanding common stock and has voted
for the combination, thus approving it for effectiveness
following the time limits imposed by regulatory requirements.
The sole shareholder of Tucson Acquisition & Development has
approved the merger agreement and the combination prior to the
filing of this information statement/registration statement.
Therefore, no additional approvals are required.
Q: Will the percentage of my stockholding in Casterbridge be
reduced upon the conversion into Tucson Acquisition & Development
stock?
A: No. An exchange rate was negotiated such that you will have
the exact same stock holding percentage in Tucson Acquisition &
Development as you held in Casterbridge Management.
Q: What do I need to do now?
A: No action on your part is required for the merger to become
effective. At the date of effectiveness of the merger you will
be notified in person or by telephone about how to submit your
share certificate(s) for exchange. No proxy statement is required
by you and we request that you not send us one. In order for you
to assert dissenter's rights, you must deliver to us, within 20
days after the effective date of the combination, written notice
of your intent to dissent and demand payment for your shares if
the acquisition is effectuated.
Q: Where will my shares of common stock be listed?
A: After the completion of the combination, we intend to apply
for listing on the Over-The-Counter Bulletin Board. To obtain
such a listing, it is necessary to obtain market makers and file
a form 15c2-11 with the NASD and obtain their approval. We
cannot assure you that our common stock will be approved for
listing.
Q: When do you expect the combination to be completed?
A: We are working to complete the combination as soon as
possible. We expect to complete the combination during November
or December of 2001.
Q: Who can help answer my questions?
A: If you have any questions about the reorganization, or if
you need additional copies of this joint information
statement-prospectus or the enclosed materials, you should
contact:
Casterbridge Development Inc.
2102 N. Donner Ave.
Tucson, Arizona 85749
Phone: (520) 731-9890
SUMMARY OF INFORMATION STATEMENT/PROSPECTUS
The following summary highlights selected information from
the entire information statement/prospectus and may not contain
all of the information that is important to you. You should
carefully read this entire information statement/prospectus,
including the "Cautionary Factors That May Affect Future
Results," the financial statements and the related notes and all
the attachments for a complete understanding of the combination.
In particular, you should read the merger agreement, which is
attached as Annex A. When we refer to "pro forma" financial
results, we mean our financial results as if the combination
between Casterbridge Management and Tucson Acquisition &
Development and the issuance of the shares described below had
occurred at the beginning of the relevant time period.
Consent of Majority Shareholder
The majority shareholder, Mr. Hodges, has consented to the
merger action and therefore your proxy vote is not required.
This is termed an "action by consent" and is authorized by Nevada
law for anyone holding 51% or more of the capital stock of a
corporation. Therefore, your vote is not required though you are
strongly encouraged to familiarize yourself with the changes that
will be occurring in the future of the Company by the merger
combination with Tucson Acquisition & Development Corporation.
The Companies
Casterbridge Management was organized under the laws of the
state of Nevada in 1995. We are currently an inactive
corporation with a class of securities registered under the
Securities Exchange Act of 1934. We have not had, since our
inception, any significant assets and we have not engaged in any
operations other than organizational matters. We were
specifically formed to be a "blank check" corporation, for the
purpose of either merging with or acquiring an operating company.
Our principal executive offices are located at 2102 N. Donner
Ave., Tucson, Arizona 85749, and our phone number is (520)
731-9890.
Tucson Acquisition & Development Corporation, was organized
under the laws of the state of Nevada on December 31, 1990 under
the name Envirodesigns. On October 1, 1992, Envirodesigns
changed its name to Tucson Acquisition & Development Corporation.
Tucson Acquisition & Development is a company specializing in the
purchase, renovation, rental and resale of property and notes
secured by real estate. Tucson Acquisition & Development's
principal executive offices are located at 6141 N. Pomona,
Tucson, Arizona 85704, and its phone number is (520) 977-7946.
The Combination
On the Effective Date, which is expected to be late November
or December of 2001, we will be acquired by Tucson Acquisition &
Development pursuant to the terms and subject to the conditions
of the merger agreement and will be merged into Tucson
Acquisition & Development Corporation. In connection with the
combination, on the effective date, the shareholders of Cambridge
Management will receive an exchange of shares of our common for
the common stock of Tucson Acquisition & Development as described
in this information statement/prospectus.
Market Price
There are no public markets for either Casterbridge
Management common stock or the stock of Tucson Acquisition &
Development. There have been no sales of either Casterbridge
Management common stock or the stock of Tucson Acquisition &
Development prior to the combination.
Reasons for the Combination
In evaluating the proposed combination, our management
considered criteria such as the value of the assets of Tucson
Acquisition & Development, Tucson Acquisition & Development's
ability to compete in its market and the present and anticipated
business operations of Tucson Acquisition & Development. Based
on these criteria, Casterbridge Management determined that the
combination was in the best interest of our shareholders.
Management of Tucson Acquisition & Development believes that
being a public company will allow it greater flexibility in the
raising of additional capital when required for the execution of
its business strategy. In addition, Tucson Acquisition &
Development believes that if our application to be listed on the
OTC Bulletin Board is approved by the NASD, it will provide
access to added liquidity for its current shareholders.
Votes Required
The affirmative vote of a majority of the votes cast,
present in person or represented by proxy, is required to ratify
the merger agreement. At least a majority of the outstanding
shares of stock entitled to vote shall constitute a quorum.
There are 1,000,000 shares of our common stock outstanding and
Daniel L. Hodges, holder of 800,000 of those shares, or 80% of
our currently outstanding shares, has voted for the ratification
of the merger agreement and thus the action is resolved.
Income Tax Consequences of the Combination
In the opinion of management, neither our shareholders nor
the shareholder of Tucson Acquisition & Development will
recognize gain or loss as a result of the combination. No
opinion of counsel has been obtained in this regard.
Dissenter's Rights
Any shareholder who dissents from the combination is
entitled to the rights and remedies of dissenting shareholders as
provided in chapter 92A.380 of the Nevada Revised Statutes,
subject to compliance with the procedures set forth in the
chapter. A copy of chapter 92A.380 of the Nevada Revised
Statutes is attached as Appendix A to this information
statement/prospectus. A dissenting shareholder must notify us in
writing of his or her dissent
Certain Differences in the Shareholders
As a result of the combination, the shareholders of
Casterbridge Management will become shareholders of Tucson
Acquisition & Development and their rights will be governed by
Nevada corporate law and the articles of incorporation and bylaws
of Tucson Acquisition & Development Corporation. Summaries of
material differences between the rights of Tucson Acquisition &
Development shareholders and Casterbridge Management shareholders
will follow later in the document.
Government Regulation
The combination between Casterbridge Management and Tucson
Acquisition & Development is not subject to federal or state
regulatory review.
Cautionary Factors That May Affect Future Results
An investment in our securities is speculative in nature and
involves various risks. Some of these risks are described below.
You should carefully consider the following risks and all of the
information set forth in this prospectus before making an
investment in our securities.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
Risks Relating To Tucson Acquisition & Development's Business
Should the combination occur, the following risks related to
Tucson Acquisition & Development's business will be important for
you to consider. Investment in the Company covered by this
registration/information statement involves a degree of risk and
should be acquired only by investors who can afford a loss of
their entire investment. Investments are not tied directly to
specific real estate, equipment or other hard assets and
investors must rely upon management to maintain control on
overhead and administrative cost. Before investing, investors
should consider carefully the following risks and speculative
factors inherent in and affecting the business of the Company.
Unspecified investments
The Company has not yet identified any future specific
investments. Investors, therefore, will be relying on the
ability of Management to identify and acquire properties and
notes secured by real estate. Because such investments may occur
over time, Tucson Acquisition & Development faces the risks of
adverse changes in the real estate market, changes in interest
rates, and other potentially adverse changes in economic
conditions.
Unspecified real estate mortgage loans or purchases
The intended business of Tucson Acquisition & Development
will be to purchase defaulted mortgage loans and distressed
properties, which as of the date of this summary have not been
selected by management. Investors must rely upon the ability of
management to identify and successfully acquire such distressed
property. Investors will not have an opportunity to evaluate the
relevant economic, financial, and other information regarding the
mortgage loans and/or properties. These decisions will be made
by Tucson Acquisition & Development, and accordingly the risk of
investing in Tucson Acquisition & Development may be
substantially increased. Tucson Acquisition & Development may
obtain independent appraisals or other forms of evaluation for
the properties that it will purchase. These appraisals are
estimates of value and should not be relied upon as precise
measures of true worth or realizable value. No assurance can be
given that Tucson Acquisition & Development will be successful in
acquiring suitable mortgage loans or that, if loans or properties
are acquired the objectives of Tucson Acquisition & Development
will be achieved.
Investment in troubled assets
Tucson Acquisition & Development intends to make investments
in under-performing or other troubled assets that involve a
degree of financial risk. Furthermore, investments in properties
operating in workout modes or under bankruptcy protection laws
may, in certain circumstances, be subject to additional potential
liabilities that could exceed the value of an investor's original
investment. In addition, under certain circumstances, payments
to Tucson Acquisition & Development may be reclaimed if any such
payments or distributions are later determined to have been a
fraudulent conveyance or a preferential payment under applicable
law.
High risk investments
The type of investments that Tucson Acquisition & Development
intends to make involve a high degree of risk and such
investments involve a high degree of business and financial risk
that can result in substantial losses to Tucson Acquisition &
Development.
Risks of real estate ownership
Real estate historically has experienced significant
fluctuations and cycles in value and local market conditions may
result in reductions in the value of real property interests.
The marketability and value of Tucson Acquisition & Development's
real property interests will depend on many factors beyond the
control of Management, including changes in general or local
economic conditions in various markets; changes in supply of or
demand for competing properties in an area; changes in interest
rates; the promulgation and enforcement of governmental
regulations relating to land-use and zoning restrictions,
environmental protection and occupational safety; unavailability
of mortgage funds that may render the sale of a property
difficult; the financial condition of tenants, buyers and sellers
of properties; changes in real estate tax rates and other
operating expenses; the imposition of rent controls; energy
supply shortages, various uninsured or uninsurable risks and acts
of God, natural disasters and uninsurable losses. In addition,
general economic conditions, as well as conditions of domestic
and international financial markets may adversely affect the
operations of the Company.
Dependence on real estate market
Tucson Acquisition & Development's clear focus is on the real
estate market. The real estate market is historically volatile
and values can fluctuate widely. Many factors beyond the control
of the Company affect the real estate market. Some of these
include; (I) general economic conditions both nationally and
regionally, (ii) the general interest rate environment, (iii)
money supply levels, (iv) the behavior of capital markets - both
nationally and internationally, (v) the supply of capital
available to finance real estate at any point in time and, (vi)
international political events arising from geopolitical concerns
of foreign governments worldwide. Given the variability of each
factor, there is no assurance that today's national and regional
recovery in real estate will continue, uninterrupted, over the
medium to long term.
Illiquidity of real estate investments
Real estate investments are relatively illiquid. Such
illiquidity will tend to limit the ability of the Company to sell
properties promptly in response to changes in economic or other
conditions.
Liquidation of company assets
If the portfolio of Tucson Acquisition & Development is
liquidated for any reason, Tucson Acquisition & Development would
be forced to sell its assets in the open market. Although a
public market for real estate and mortgage loans exists, there is
no guarantee that the property acquired or purchased by Tucson
Acquisition & Development will be marketable. If interest rates
were to rise after the purchase of loaned by Tucson Acquisition &
Development, the price at which they could be subsequently resold
would likely fall.
Lack of geographic diversification
Initially, Tucson Acquisition & Development's activity will be
limited to the Southern Arizona area. The concentration of
geographic area increases the risk that unfavorable economic
conditions in that area could lead to additional defaults on a
significant percentage of the Company's acquired distressed
property and notes, and increase the likelihood that Tucson
Acquisition & Development would not be successful in
rehabilitating distressed property or in reselling such property
or notes.
Acquisition, redevelopment and development risks
Acquisitions of real estate investments entail the risk that
they will fail to perform in accordance with expectations,
including operating and leasing expectations. Redevelopment and
new project development are subject to numerous risks of
construction delays, cost overruns, or other uncontrollable
events that may increase project costs, new project commencement
risks, such as the receipt of zoning, occupancy, and other
required governmental approvals and permits, and the incurrence
of development costs in connection with projects that are not
pursued to completion.
Borrower and tenant defaults; bankruptcy; loss of tenants
Tucson Acquisition & Development's ability to repay any
borrowings would be adversely affected if a significant number of
borrowers/owners or tenants of the Tucson Acquisition &
Development's properties failed to meet their lease obligations
or filed for bankruptcy protection.
Risk of default
Mortgage loans are subject to the risk of default. If a default
occurs, Tucson Acquisition & Development will be forced to
foreclose on the mortgage loan. In the State of Arizona, the
jurisdiction where Tucson Acquisition & Development intends to
acquire its initial mortgage portfolio, a 90-day period must
elapse after notice of default has been given to the borrower and
a notice of the sale has been recorded, before a property secured
by a deed of trust can be sold in a non-judicial sale. Sale of a
property pursuant to a judicial foreclosure proceeding could
involve a longer period. To the extent a borrower has an
obligation to pay a mortgage balance in a large lump sum payment,
its ability to satisfy the obligation may be dependent upon its
ability to obtain suitable refinancing or otherwise raise a
substantial cash amount. In addition, if the borrower has become
bankrupt, the ability of Tucson Acquisition & Development to
foreclose and protect its loan in a timely manner may be
significantly affected.
In certain areas, mortgage lenders can lose priority of liens to
mechanics' liens, materialmen's liens, and tax liens. It is
therefore possible in such a case that the total amount that may
be recovered by Tucson Acquisition & Development may be less than
the total amount of the mortgage loan with a resulting loss to
Tucson Acquisition & Development. Tucson Acquisition &
Development intends to obtain title insurance to protect its
interest against such liens.
Mortgage notes acquired by Tucson Acquisition & Development, in
some cases, may not be general obligations of the respective
borrowers. In such cases, Tucson Acquisition & Development
would be required to rely for its security on the value of the
interest in the underlying property which value may be affected
by numerous risks including changes in general or local economic
conditions, neighborhood property value, interest rates, real
estate tax rates, the possibility of competitive over building
and the inability to obtain or maintain full occupancy of the
properties, governmental rules and fiscal policies (including
rent control legislation), acts of God, and other factors which
are beyond the control of the Management.
Although the mortgage loans acquired by Tucson Acquisition &
Development are secured by the underlying property, there is no
guarantee that it would assure the adequacy of the security in an
environment of decreasing values. In addition, although
Management has properties valued before purchasing a defaulted
mortgage loans secured by such property, there is no guarantee
that the value will be realized upon foreclosure.
Risks of junior mortgage loans
Tucson Acquisition & Development intends to acquire first and
junior mortgage loans, which may be subordinate in collection to
at least one, and in some cases two or more, senior mortgages.
Junior mortgage loans present risks in addition to those
encountered with first mortgage loans, including possible default
under prior mortgages.
Debt financing
Tucson Acquisition & Development expects to employ leverage
in connection with its investments. Use of leverage will subject
Tucson Acquisition & Development to risks normally associated
with debt financing, including the risk that its cash flow will
be insufficient to meet required payments of principal and
interest, the risk that indebtedness on its investments will not
be able to be refinanced, or that the terms of such refinancing
will not be as favorable as the terms of the existing
indebtedness. In addition, Tucson Acquisition & Development
expects to incur indebtedness that may bear interest at variable
rates. Variable rate debt creates higher debt service
requirements if market interest rates increase, which would
adversely affect Tucson Acquisition & Development. Tucson
Acquisition & Development may in the future engage in
transactions to limit its exposure to rising interest rates as
appropriate and cost effective, which transactions could expose
Tucson Acquisition & Development to the risk that counterparts to
such transactions may not perform and cause Tucson Acquisition &
Development to lose the anticipated benefits there from, which
would have the adverse effects associated with increases in
market interest rates.
Interest rates
The general level of interest rates, and their impact on national
and regional economies, plays a pivotal role in the health of
real estate markets. Generally, a rise in rates depresses
commercial property valuations, slows new home sales, and
increases defaults.
Impact of competition on occupancy levels, rents charges
Certain of Tucson Acquisition & Development's real estate
investments will be located in highly developed areas. The
number of similar properties in such locations, which may be
newer, better located, or better capitalized than Tucson
Acquisition & Development's properties could have a material
adverse effect on the its ability to lease space at its
properties and on the effective rents Tucson Acquisition &
Development is able to charge.
Risk from competition
Tucson Acquisition & Development faces significant direct
competition in the State of Arizona and in the Tucson
Metropolitan market in particular. Real Estate Brokers, real
estate investment trusts, wealthy individuals, contractors, and
property dealers all represent potential competition even though
they are limited in their activities in the real estate market.
Similarly, there is no guarantee that independent, private,
out-of-state operations will not be attracted to the Arizona real
estate market. Nonetheless, there can be no guarantee that other
skillful competitors with financial and management resources
greater than Tucson Acquisition & Development and the Company
will not enter the market.
Limited operating history
Tucson Acquisition & Development has a limited operating
history upon which an investor can base its prediction of future
success or failure. Although Management has significant
experience in the real estate business in general and in
structuring and negotiating distressed real estate acquisitions
in particular, Tucson Acquisition & Development may be unable to
find a sufficient number of attractive opportunities to meet its
investment objective.
No assurance of profit
There can be no assurance that investors will receive the
return of their investment Tucson Acquisition & Development
and/or any returns thereon.
Risks of financial forecasts
Financial Forecasts for Tucson Acquisition & Development are
prepared based on the assumptions and hypotheses stated therein.
Actual operating results, especially in the early expansion stage
of companies, with limited operating histories are impossible to
predict. No representation of any kind exists regarding the
future accuracy or completeness of these forecasts. It is almost
certain that actual results will be different from those forecast
and the differences could be material.
Managing growth
Tucson Acquisition & Development's future success will be highly
dependent upon its ability to successfully manage the expansion
of its operations. Tucson Acquisition & Development's ability to
manage and support its growth effectively will be substantially
dependent on its ability to implement adequate improvements to
financial and management controls, reporting systems, and other
procedures and hire sufficient numbers of financial, accounting,
administrative, and management personnel. There can be no
assurance that Tucson Acquisition & Development will be able to
identify, attract, and retain experienced personnel. Tucson
Acquisition & Development's future operating results will depend
on the ability of its management and other key employees to
implement and improve its systems for operations, financial
control, and information management, and to recruit, train, and
manage its employee base. There can be no assurance that Tucson
Acquisition & Development will be able to achieve or manage any
such growth successfully or to implement and maintain adequate
financial and management controls and procedures, and any
inability to do so would have a material adverse effect on our
business, results of operations, and financial condition.
Failure to achieve target size
To the extent that Tucson Acquisition & Development fails to
achieve its target equity capitalization or is unable to leverage
its investments, there will be less diversification in the number
and type of investments held by Tucson Acquisition & Development.
Absence of recourse
The governing documents of Tucson Acquisition & Development
will limit the circumstances under which Management and its
affiliates, including their officers, directors, partners,
employees, shareholders, members, and other agents, can be held
liable to the Company. Consequently, investors may have a more
limited right of action in certain cases than they would have in
the absence of such limitations.
Changes in company policies
The investment, financing, borrowing, and distribution
policies of Tucson Acquisition & Development and its policies
with respect to all other activities, including growth,
capitalization, and operations, will be determined by Management.
Although Management has no present intention to do so, these
policies may, be amended or revised at any time and from time to
time. A change in these policies could adversely affect Tucson
Acquisition & Development.
Government regulations
State and Federal statutes and regulations can determine, to a
large degree the success or failure of any business. There can
be no guarantee that the statutes and/or regulations will not be
changed or otherwise altered to become detrimental to Tucson
Acquisition & Development. Management will take any steps to
avoid Tucson Acquisition & Development being listed as a
Registered Investment Company, as defined under the Investment
Company Act of 1940, as amended (the "1940 Act"). However,
certain provisions of the 1940 Act could become applicable to
Tucson Acquisition & Development and may affect its overall cost
of operations. There is always a possibility, moreover, that
future changes in the securities laws or the activities of Tucson
Acquisition & Development could create the need to comply with
the more burdensome laws and regulations applicable to other
investment companies resulting in a greater cost of operation.
Several states also have "Blue Sky" regulations or restrictions
that may act to the detriment of Tucson Acquisition &
Development.
Changes in regulatory requirements
Tucson Acquisition & Development's investments will be
subject to various Federal, state, and local regulatory
requirements. Failure to comply with these requirements could
result in the imposition of fines by governmental authorities or
awards of damages to private litigants. There can be no
assurance that these requirements will not require significant
unanticipated expenditures by Tucson Acquisition & Development.
Possible legislative or other developments
All statements contained herein concerning the federal
income tax consequences of any investment in Tucson Acquisition &
Development are based upon existing law and the interpretations
thereof. The President, Congress, and the IRS are engaging in a
continuing review of all tax matters, including consideration of
a "flat tax". In addition, state statutes, zoning conditions,
and other laws that are enacted by state and local governmental
bodies that will have an impact on Tucson Acquisition &
Development's business. Therefore, no assurance can be given
that the currently anticipated income tax treatment of an
investment in Tucson Acquisition & Development will not be
modified by legislative, judicial, or administrative changes,
possibly with retroactive effect, to the detriment of
shareholders or that collateral values decline based on such
governmental changes.
Uninsured losses
Tucson Acquisition & Development will carry comprehensive
liability, fire, flood (where appropriate), extended coverage,
and rental loss insurance with respect to its investments with
policy specifications and insured limits customarily carried for
similar properties. There are, however, certain types of losses
(such as from wars, nuclear accidents, civil disturbances,
earthquakes, and environmental matters) that may be either
uninsurable or not economically insurable. Should an uninsured
loss or a loss in excess of insured limits occur, Tucson
Acquisition & Development could lose both its capital invested
and anticipated profits from, one or more of its investments, and
may continue to be obligated on any indebtedness or other
obligations related to such investments.
Environmental liability
Tucson Acquisition & Development specializes in the purchase of
distressed property and defaulted notes secured by real estate.
Environmental hazards (toxic waste, etc.) pose risks for all
organizations involved in the ownership of real estate. There is
no assurance that environmental liability arising from the
acquiring of contaminated properties in the future will not
occur.
Dependence on existing management
Tucson Acquisition & Development's ability to continue profitable
operations depends upon its ability to retain, hire and train
essential personnel. There is competition for talented
personnel, and as the real estate market in Arizona continues to
improve that competition will increase. There is no assurance
that Tucson Acquisition & Development will be successful in this
regard. Management currently comprises most of the Company's
skill base. The loss of services of one or more of the executive
officers, whether because of death, disability or otherwise,
could have a material adverse effect upon the business of Tucson
Acquisition & Development.
The stock exchange rate to be paid to shareholders was determined
by Casterbridge Management and Tucson Acquisition & Development
after negotiations and may not reflect any recognized criteria of
value
The consideration offered to shareholders of Casterbridge
Management in this information statement/prospectus may not
reflect the actual value of Tucson Acquisition & Development
stock and bears no relationship to the assets, book value,
earnings, net worth, or any other recognized criteria of value.
Consequently, the consideration offered to shareholders of
Casterbridge Management, which can be deemed an offering price
for Tucson Acquisition & Development's assets, was determined
arbitrarily and solely by Casterbridge Management and Tucson
Acquisition & Development. In establishing the offering price,
management considered such matters as Tucson Acquisition &
Development's financial resources, the general condition of the
securities markets and the percentage of ownership of minority
shareholders. The exchange ratio of the merger should not,
however, be considered an indication of Casterbridge Management's
or Tucson Acquisition & Development's actual value. Neither we
nor Tucson Acquisition & Development obtained a fairness opinion
in connection with the combination.
There is no market for the shares and you may not be able to sell
them
There has been no trading market for our common stock. Although
we will apply to list our common stock on the OTC Bulletin Board,
there can be no assurance that our application will be granted
and there can be no assurance that an active market will develop
for our common stock. Therefore, it may be difficult to sell
your shares if you should desire or need to sell.
Once you are issued shares of Tucson Acquisition & Development
common stock in the combination, we do not know how that common
stock will trade. The market price of that common stock may
fluctuate significantly due to a number of factors, some of which
may be beyond our control, including:
1. the potential absence of securities analysts covering us and
distributing research and recommendations about us;
2. the liquidity of our common stock will be low because only
200,000 shares will be in the hands of non-affiliates of the
company;
3. changes in earnings estimates by securities analysts or our
ability to meet those estimates;
4. the operating results and stock price performance of other
comparable companies;
5. overall stock market fluctuations; and
6. economic conditions generally and in the mortgage industry
in particular.
Any of these factors could have a significant and adverse impact
on the market price of the common stock. In addition, the stock
market in general has experienced extreme volatility and rapid
decline that has often been unrelated or disproportionate to the
operating performance of particular companies. These broad
market fluctuations may adversely affect the trading price of our
common stock, regardless of our actual operating performance
Forward Looking Statements
This information statement/prospectus contains or
incorporates by reference certain forward looking statements with
respect to our financial condition, results of operations and
business and, assuming the consummation of the combination, the
proposed combination with Tucson Acquisition & Development.
These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ
materially from those contemplated by such forward looking
statements include, among others, unforeseen economic conditions
and changes is laws and regulations.
Unaudited Pro Forma Condensed Financial Information
The following Proforma Unaudited Financial Statements have
been prepared in order to present consolidated financial position
and results of operations for us and Tucson Acquisition &
Development as if the combination had occurred as of June 30,
2001.
On September 21, 2001, Casterbridge Management entered into a
merger agreement whereby, subject to shareholder approval, we
will be acquired by Tucson Acquisition & Development, by the
exchange of one share of Casterbridge Management for one share of
Tucson Acquisition & Development common stock. Casterbridge
Management is an inactive publicly registered shell corporation
with no significant assets or operations. Tucson Acquisition &
Development will be the surviving entity in the combination. The
transaction is accounted for using the purchase method of
accounting.
The value of the stock that was issued was the historical cost
of Tucson Acquisition & Development's net tangible assets, which
did not differ materially from their fair value. In accordance
with Accounting Principles Opinion No. 16, Tucson Acquisition &
Development is the acquiring entity.
The unaudited pro forma condensed financial data have been
prepared by Casterbridge management and the management of Tucson
Acquisition & Development based on the financial statements
included elsewhere herein. The pro forma adjustments include
certain assumptions and preliminary estimates as discussed in the
accompanying notes and are subject to change. This pro forma
data may not be indicative of the results that actually would
have occurred if the combination had been in effect on the dates
indicated or which may be obtained in the future. The pro forma
financial statements should be read in conjunction with the
accompanying notes and the historical financial information for
us and for Tucson Acquisition & Development (including the notes
thereto) included in this Form. See "Financial Statements."
(Format change)
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
JUNE 30, 2001
Tucson Casterbridge Pro Forma
Acquisition & Management, Pro Forma Combined
Development Inc. Adjustments Balance
ASSETS
Current Assets $138,826 $ - $ - $138,826
Fixed Assets (net) 941 - - 941
Other Assets 1,658 - - 1,658
Total Assets $141,425 $ - $ - $141,425
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $101,394 $ 4 $ - $101,398
Non-Current Liabilities 39,028 - - 39,028
Total Liabilities 140,422 4 - 140,426
Stockholders' Equity:
Common Stock 5,000 1,000 (5,000) A 1,000
Additional Paid in Capital 5,850 3,180 A 9,846
Loan to Shareholders (3,680) - (3,680)
Retained Deficit (6,167) (1,200) 1,200 A (6,167)
Deficit Accumulated During the
Development Stage - (2,984) 2,984 A -
Total Stockholders' Equity
(Deficit) 1,003 (4) - 999
Total Liabilities and
Stockholders' Equity $141,425 $ - $ - $141,425
See accompanying notes to unaudited pro forma condensed combined financial statements.
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
Tucson Casterbridge Pro Forma
Acquisition & Management, Pro Forma Combined
Development Inc. Adjustments Balance
Revenues: $123,444 $ - $ - $123,444
Expenses:
Selling 25,505 - 25,505
General & Administrative 76,992 1,795 - 78,787
Net Operating Income (Loss) 20,947 (1,795) - 19,152
Other Income (Expenses)
Interest Expense (41,345) - (41,345)
Net Income (Loss) before
extraordinary item (20,398) (1,795) (22,193)
Extraordinary Items
Gain on Troubled Debt
Restructuring 563 - 563
Forgiveness of Debt 10,000 - 10,000
Net Income (Loss) $(9,835) $(1,795) $ - $(11,630)
Income (Loss) per share $ (3.93) $ - $ - $ (0.01)
Weighted average shares
outstanding 2,500 1,000,000 1,000,000
See accompanying notes to unaudited pro forma condensed combined financial statements.
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
Tucson Casterbridge Pro Forma
Acquisition & Management, Pro Forma Combined
Development Inc. Adjustments Balance
Revenues: $41,868 $ - $ - $41,868
Expenses:
Selling - - -
General & Administrative 36,740 1,054 - 37,794
Net Operating Income (Loss) 5,128 (1,054) - 4,074
Other Income (Expenses)
Interest Expense (3,317) - (3,317)
Net Income (Loss) $ 1,811 $ (1,054) $ - $ 757
Income (Loss) per share $ 0.72 $ - $ - $ -
Weighted average shares
outstanding 2,500 1,000,000 1,000,000
See accompanying notes to unaudited pro forma condensed combined financial statements.
(Format Change)
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
(1) General
In the merger, Tucson Acquisition & Development will acquire
Casterbridge Management in a reverse merger with Tucson
Acquisition & Development being the surviving entity. Tucson
Acquisition & Development will acquire all of the outstanding
common stock of Casterbridge Management, in exchange for 250,000
shares of Common Stock, or approximately 25% of the New Common
Stock outstanding subsequent to the Merger, subject to certain
adjustments. Casterbridge Management will also cancel 750,000
shares of the majority shareholders common stock prior to the
exchange of shares. Casterbridge Management has not yet
performed a detailed evaluation and appraisal of the fair market
value of the net assets sold in order to allocate the purchase
price among the assets sold. For purposes of preparing these pro
forma financial statements, certain assumptions as set forth in
the notes to the pro forma adjustments have been made in
allocating the sales price to the net assets sold. As such, the
pro forma adjustments discussed below are subject to change based
on final appraisals and determination of the fair market value of
the assets and liabilities of Casterbridge Management.
(2) Fiscal Year Ends
The unaudited pro forma condensed combined statements of
operations for the year ended December 31, 2000, and the six
months ended June 30, 2001, include Tucson Acquisition and
Development's and Casterbridge Management's operations on a
common fiscal year.
(3) Pro Forma Adjustments
The adjustments to the accompanying unaudited pro forma
condensed combined balance sheet as of June 30, 2001, are
described below:
(A) Record merger by issuing 250,000 shares of Common Stock,
par value $0.001 and canceling 750,000 shares of Common Stock,
par value $0.001.
The adjustments to the accompanying unaudited pro forma
condensed combined statements of operations are described below:
There are no anticipated adjustments to the statements of
operations as a result of the merger.
PROPOSAL ONE APPROVAL OF THE COMBINATION
The Background of the combination
In connection with the normal business practice of
Casterbridge Management, we continuously reviewed our strategic
business opportunities and in April 2001, we were contacted by a
representative of Tucson Acquisition & Development concerning a
possible combination. From April 2001 through the execution of
the merger agreement, ongoing discussions were held between the
representatives of Tucson Acquisition & Development and our
management. The consideration for the acquisition of
Casterbridge Management by the issuance to Casterbridge
Management shareholders of twenty-five percent of the common
stock of Tucson Acquisition & Development was the product of
negotiations between the parties and reflects their estimate of
the value of Tucson Acquisition & Development and its assets and
liabilities. Additionally, the negotiated consideration was
arrived at in large part so that the current shareholders of
Casterbridge Management receive an equal percent stock position
in Tucson Acquisition & Development as they held in Casterbridge
Management. Management did not seek a fairness opinion or engage
a financial advisor because the relative value of the transaction
would be less than the cost of obtaining a fairness opinion.
Our Reasons for the Combination
The board of directors of Casterbridge Management,
consisting of its sole director, Daniel L. Hodges, based its
decision to enter into the transaction on its perception that the
resulting company would be successful and would enhance
shareholder value. It did not consider any factors that
suggested the combination would diminish shareholder value.
Reasons of Tucson Acquisition & Development for the Combination
Management of Tucson Acquisition & Development believes that
being a public company will allow it greater flexibility in the
raising of additional capital when required for the execution of
its business strategy. In addition, Tucson Acquisition &
Development believes that if our application to be listed on the
OTC Bulletin Board is approved by the NASD, it will provide
access to added liquidity for its current shareholder.
Accounting Treatment
The merger will be accounted for under the purchase method
of accounting and in accordance with Accounting Principles Board
Opinion Number 16, Tucson Acquisition & Development will be the
acquiring entity.
Federal Income Tax Consequences
Shareholders who hold common shares of Casterbridge
Management as capital property will not realize a capital gain or
capital loss as a result of the combination. However, any
shareholder that dissents from the combination may realize a
capital gain or a capital loss in respect of the payment
resulting from such shareholder's exercise of dissent rights.
Tucson Acquisition & Development's shareholder will not realize
capital gain or loss as a result of the combination. Neither
Casterbridge Management nor Tucson Acquisition & Development has
received a tax opinion or have sought a ruling from the Internal
Revenue Service in connection with the tax consequences of the
combination.
Right of Dissenting Shareholders
A dissenting shareholder cannot challenge the corporate
action unless the action is unlawful or fraudulent. A notice of
dissenter's rights must be sent to the Company within 10 days of
the receipt of this information statement. A dissenting
shareholder must notify the company of his or her dissent in
writing. Otherwise the dissenting shareholder is not entitled to
payment for his or her shares. The notice of dissent should be
addressed to Daniel L. Hodges, 2102 N. Donner Ave., Tucson,
Arizona 85749.
In response, we must supply a form for demanding payment
that includes the date of the first announcement to the news
media or shareholders of the terms of the proposed action. The
form must require that the person asserting the dissenter's
rights certify whether or not he or she acquired beneficial
ownership before that date. The notice must set a deadline when
we must receive the demand for notice.
The shareholder must then demand payment, certify whether he
or she acquired beneficial ownership of the shares before the
date required to be set forth in the dissenter's notice of this
certification and deposit his or her certificates, if any, in
accordance with terms of the notice. The shareholder who
complies retains all other rights of a shareholder until those
rights are canceled or modified by Casterbridge's taking the
proposed action. The shareholder who fails to demand payment or
deposit his or certificates where required by the date set forth
in the dissenter's notice forfeits his or her payment.
We must pay the dissenter within 30 days after receipt of a
demand for payment the amount we estimate to be the fair value of
the shares plus accrued interest. We must include with the
payment a copy of our balance sheet as of the end of a fiscal
year ending not more than 16 months before the payment date, an
income statement for that year, a statement of changes in
shareholders equity for that year, and the latest available
interim financial statements. We must also provide a statement
of our estimate of the fair value of the shares, an explanation
of how the interest was calculated, a statement of dissenter's
rights to demand payment and a copy of the Nevada Revised Statute
Sections 92A.300 92A.500, inclusive.
Interest of Certain Persons in the Merger
Daniel L. Hodges, our President and sole director, holds 80%
of our currently outstanding capital stock. Mr. Hodges has no
interest, direct or indirect, in Tucson Acquisition &
Development.
Terms of the Combination
Conditions to the Combination
The obligations of Casterbridge Management and Tucson
Acquisition & Development to consummate the merger are subject to
the satisfaction or written waiver of the following conditions:
1. Approval of the combination by the majority vote of our
shareholders;
2. The absence of actual or threatened proceedings before a
court or other governmental body relating to the merger;
3. The registration statement of which this information
statement/prospectus is a part shall have been declared
effective by the Securities and Exchange Commission;
4. Performance by Casterbridge Management and Tucson Acquisition
& Development of each party's obligations under the merger
agreement; and
5. The accuracy, in all material respects, of the
representations and warranties given Casterbridge Management
and Tucson Acquisition & Development in the merger agreement.
The merger agreement is attached as Exhibit 2.1 to this
information statement/prospectus and is incorporated by reference
into this registration statement.
Differences in the Rights of Shareholders
Both companies are governed by Nevada law. However, at the
present time Casterbridge Management does not have the ability to
issue preferred stock. This limits our ability to raise
additional capital if required and to acquire other businesses if
appropriate opportunities arise. Tucson Acquisition &
Development's articles of incorporation provide for the ability
to issue up to 10,000,000 shares of preferred stock on the
authority of their board of directors.
The board of directors of Tucson Acquisition & Development can
issue preferred stock in one or more series, and can fix the
rights, designations, preferences, privileges, qualifications,
and restrictions of the preferred stock, including dividend
rights, conversion rights, voting rights, rights and terms of
redemption, liquidation preferences and sinking fund terms, any
or all of which may be greater than the rights of our common
stock. No shares of preferred stock will be outstanding on the
merger date. The issuance of preferred stock could adversely
affect the voting power of holders of our common stock and the
likelihood that such holders will receive dividend payments upon
liquidation. Such issuance could have the effect of decreasing
the market price of our common stock. The issuance of preferred
stock may have the effect of delaying, deterring or preventing a
change in control without any further action by the shareholders,
and thus may be viewed as having an anti-takeover effect.
The Companies
Casterbridge Management Inc.
Since its inception on November 6, 1995, Casterbridge
Management Inc., a Nevada corporation, has not engaged in any
operations other than organizational matters. It was formed
specifically to be a "blank check" or "clean public shell"
corporation, for the purpose of either merging with or acquiring
an operating company with operating history assets. We are
currently an inactive publicly registered shell corporation with
no significant assets or operations. We have not been involved
in any litigation nor have we had any prior regulatory problems
or business failures. We are not traded on any public market and
we have never paid dividends. As of September 1, 2001 we have 29
shareholders.
Our executive offices are located at 2102 N. Donner Ave.,
Tucson, Arizona 85749. Our telephone number is (520) 731-9890.
Our President, Secretary and sole director is Daniel L. Hodges.
As the sole director, Mr. Hodges has commenced
implementation of our principal business purpose, which is to
seek merger or acquisition candidates. We have sought to acquire
assets or shares of an entity actively engaged in business and
which generates revenues, in exchange for our securities. We
have not and will not, if the combination is not consummated,
limit our search to any particular field or industry.
Mr. Hodges has a controlling interest in numerous shell
companies that seek or have effected mergers or acquisitions
similar to that which we seek. In the past, Mr. Hodges has
typically sold his controlling interests in the shell companies
for cash. The other shareholders of the shell companies received
interests in the applicable new company as a result of the merger
or acquisition.
Competition. We are not a significant participant in the
market for 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 we have in
this field. In view of our limited financial resources and
management availability, we continue to be at a significant
competitive disadvantage.
Regulation and Taxation. We believe that we have structured
the combination in such a manner as to minimize federal and state
tax consequences to us and to Tucson Acquisition & Development
and its members.
Intellectual Property. We own no intellectual property of
any kind.
Employees. We have no full-time or part-time employees.
Mr. Hodges, our sole officer and director, has agreed to allocate
a nominal portion of his time to our activities without
compensation.
Legal Proceedings. We are not subject to any pending
litigation, legal proceedings or claims.
Casterbridge Management's Discussion and Analysis of Financial
Condition and Results of Operation
Casterbridge Management is an inactive publicly registered
shell corporation with no significant assets or operations.
There are no trends that will result in or are likely to result
in our liquidity increasing or decreasing. Casterbridge
Management has no material commitments for capital expenditures
as of the end of the latest fiscal period. Casterbridge
Management does not anticipate performing research and
development for any products during the next twelve months.
Casterbridge Management has no full or part time employees and do
not anticipate hiring any employees during the next twelve
months. Casterbridge Management is a public shell corporation
created as a vehicle to acquire or merge with another corporation
who seek perceived advantages of a publicly held corporation.
Casterbridge Management has, and likely will continue to have,
insufficient capital to engage in any operations other than
acquiring or merging with another company.
Tucson Acquisition & Development
General
Originally incorporated on December 31, 1990 under the name
Envirodesigns, the company changed its name to Tucson Acquisition
& Development Corporation on October 1, 1992. Tucson Acquisition
& Development is engaged in the purchase of non-performing real
estate and by extension, non-performing real estate secured loans
- - distressed property and notes. It is the "salvage Company"
for the real estate business. The management team developed the
business over many years in the pursuit of foreclosed real estate
that management purchased, renovated, refinanced, and sold, and
has been successful in the past in managing troubled property,
infusing new capital, providing services in workout situations,
and selling off assets.
Office Facilities. Executive offices are located at 6141 N.
Pomona Road, Tucson, Arizona 85704. Our telephone number is
(520) 977-7946. The President, Secretary and sole director is
Jeff Utsch.
Properties. Tucson Acquisition & Development currently owns a
seven unit complex residential apartment rental property located
at 143 W. Palmdale, Tucson Arizona. The property is encumbered
by a mortgage in the amount of $42,284 at December 1, 2000, at
10% interest with monthly payments of $538.69 due until the
balance of the mortgage is paid.
Regulation and Taxation. We believe that we have structured the
combination in such a manner as to minimize federal and state tax
consequences to us and to Tucson Acquisition & Development and
its members.
Intellectual Property. We own no intellectual property of
any kind.
Employees. As of September 1, 2001, Tucson Acquisition &
Development has one employee. None of Tucson Acquisition &
Development's employees are represented by a union. Tucson
Acquisition & Development considers its relations with its
employees to be satisfactory.
Legal Proceedings. We are not subject to any pending
litigation, legal proceedings or claims.
Competition. The industry is highly competitive and
fragmented. Tucson Acquisition & Development competes with other
financial intermediaries (such as mortgage bankers, commercial
banks, savings and loan associations, credit unions, insurance
companies, real estate brokers, wealthy individuals, contractors,
and property dealers) and mortgage banking subsidiaries or
divisions of diversified companies. Many of these competitors
are substantially larger and have considerably greater financial,
technical and marketing resources than Tucson Acquisition &
Development.
Environmental Matters. In the course of its business,
Tucson Acquisition & Development takes title to properties. To
date Tucson Acquisition & Development has not been required to
perform any investigation or remediation activities, nor has it
been subject to any environmental claims relating to these
activities. There can be no assurance, however, that this will
remain the case in the future. Although Tucson Acquisition &
Development believes that the risk of an environmental claim
arising from its ownership of property is immaterial, Tucson
Acquisition & Development could be required to investigate and
clean up hazardous or toxic substances or chemical releases at a
property, and may be held liable to a governmental entity or to
third parties for property damage, personal injury and
investigation and clean up costs incurred by such parties in
connection with the contamination, which costs may be
substantial. In addition, Tucson Acquisition & Development, as
the owner or former owner of a contaminated site, may be subject
to common law claims by third parties based on damages and costs
resulting from environmental contamination emanating from such
property.
Officer and Director Involvement with Other Companies
Although members of the Company's management will devote
much of their time to implement the objectives of the Company,
the Company's management will not necessarily devote all of their
time to the affairs of the Company. Members of management may be
affiliated with other entities and businesses. Management
believes, however, that these activities do not materially
interfere with performance of their duties on behalf of the
Company.
Competition with the Company in the Acquisition or Disposition of
Investments
Management will not be required to present to the Company,
and may invest, without the participation of the Company, in any
real estate investment opportunities relating to (i) existing
investments made prior to the formation of the Company, (ii)
investments with respect to which Management makes a good faith
determination that such investment is not expected to yield
returns on investment within or above the range of returns
expected to be provided by the investments in which the Company
was organized to invest, or (iii) investments otherwise outside
the geographic scope or investment objective of the Company.
Except as provided above Managers will not, directly or
indirectly, make any investments outside of the Company of a kind
suitable for investment by the Company.
There may be situations where Management currently engage, and
are likely to continue to engage, in business activities which
directly or indirectly compete with the activities of the
Company, including the investment, development, and management of
real estate assets which may be directly competitive with the
Company's investments. There is no requirement that Managers
resolve such conflicts in favor of the Company.
Competition for Management Services; Other Activities
The Company must rely on Management for the operation of its
affairs and the management of its investments. There will be
conflicts of interest in allocating time, services, and functions
of Management and other business activities. The officers,
directors, and employees of Tucson Acquisition & Development will
devote only such time to the business of the Company as in their
judgment is reasonably required. Management may engage in and
render, for their own account, or for the account of others,
other acquisition, development, management, and advisory services
to other business ventures except as set forth above, and neither
the Company will be entitled to an interest therein.
Tucson Acquisition & Development's Management Discussion and Plan
of Operation and Analysis
Tucson Acquisition & Development is a Nevada corporation
formed to purchase non-performing real estate and by extension,
non-performing real estate secured loans. It is the "salvage
Company" for the real estate business. The management team
developed the business over many years in the pursuit of
foreclosed real estate that management purchased, renovated,
refinanced, and sold, and has been successful in the past in
managing troubled property, infusing new capital, providing
services in workout situations, and selling off assets.
Investment Strategy - Strategic Overview
During the past decade, the financial markets have offered
significant returns to financial investors. Hard assets such as
real estate have experienced similar strong performance.
Management believes that the niche Tucson Acquisition &
Development intends to invest in has significant potential, both
in good and bad cycles.
Many large real estate investment funds have been created to
fill the capital vacuum that has existed in the real estate
industry over the past several years. However, few vehicles
exist or are being created to channel capital into the
inefficient market of smaller real estate transactions that are
frequently characterized by less competition, imperfect
information, and scarce equity capital.
The Principals of the Management over the years have sought
to identify and exploit the less efficient sectors of the real
estate market. They sought to create a competitive edge that
they believed would persist over time. Through their experience
and research, they found that few professional real estate
investors were focusing on smaller real estate transactions where
the potential exists for higher returns and less competition.
They also concluded that increasing liquidity in the asset class
in conjunction with an improving real estate environment would
provide numerous ways to realize the value of their investments.
Tucson Acquisition & Development will be actively soliciting
default loan portfolios from banks, insurance companies, pension
plans, developers, title companies, and other private individuals
consisting of projects in need of financing in the arena of
distressed real estate (Bankruptcy, Foreclosure, Estate, IRS
Auction, Judgment Sales, Divorce, Partition Suits and Property
Tax Sales as an example). Tucson Acquisition & Development will
be in a position to purchase outright these properties or joint
venture the purchase, renovation, and re-sale. Management
believes that these portfolios can generally be purchased at
substantial discounts and re-organized, and ultimately sold
profitably.
Tucson Acquisition & Development will also market itself to
lenders, both institutional and private, for purchase of its
default loan portfolio and distressed real estate inventory.
Management has found that such lenders are more willing to sell
such default notes and properties in bulk and in $1-$5 million
increments, packaging notes and properties together, rather than
making sales of small individual parcels or loans. Many lenders
have become familiar with this process during the RTC days when
the Government sold off large portfolios of bank loans and
properties at huge discounts.
Tucson Acquisition & Development will also seek to trade
renovated, well-managed assets for distressed assets to preserve
its capital.
Investment Objective
The investment objective of Tucson Acquisition & Development
is to generate capital appreciation through investments in
distressed, under-valued, and/or under-performing real estate or
real estate related assets in which Management can create
significant additional value with its expertise in real estate,
asset management, finance, development and risk management. The
investment objective has been designed to capitalize on favorable
investment opportunities created by inefficiencies in the real
estate market. These inefficiencies are the result of a number
of factors, including the under-capitalization of many owners and
developers, illiquid real estate markets, poor real estate
conditions, and property management.
Investment Approach
Tucson Acquisition & Development hopes to achieve its
investment objective by acquiring a diversified portfolio of real
estate or default mortgage notes located initially in Arizona.
Tucson Acquisition & Development will hold certain properties
that yield a return that is greater than normal market and where
an equivalent yield would be difficult to obtain. Otherwise, the
property will be rehabilitated and sold. Management and its
advisors have had considerable experience and success in these
markets and have developed numerous relationships in the local
real estate community. This geographic focus allows better
management of risk, preferential access to certain investment
opportunities, and peak operating efficiencies. Management does
intend to expand into other geographic areas, and will do so if
strategic acquisitions or unique investment opportunities arise
in the future.
Tucson Acquisition & Development will generally invest in
smaller opportunistic, real estate equity investments. This
investment size is typically too small for the larger real estate
funds and too large for local individual investors, thereby
allowing Tucson Acquisition & Development to operate in a highly
inefficient segment of the marketplace. Management has achieved
considerable success and a competitive advantage in making
investments in this size range where there is little
professional, organized competition. However, Management's past
successes in this area do not guarantee that the Company will be
successful in its endeavors.
Management will seek to apply its expertise in real estate
investment, real estate asset management, and risk management to
a sector of the real estate market where sophisticated capital is
not prevalent. By concentrating on relatively smaller real
estate investments, Tucson Acquisition & Development will not
seek to compete with REITs and large investors, which often
create investment competition. Competing with the larger
investors often limits available investment opportunities and
increases entry prices for investments, thereby potentially
diminishing returns.
Management will seek to invest in real estate assets which
have the potential for (1) an attractive entry price which is
generally below replacement cost, (2) an opportunity to apply
Management's experience and expertise in real estate, asset
management, finance, development, and risk management, to real
estate assets which may be under some financial or operational
distress and (3) the potential for significant increased value
for investors through Management's proven value enhancement
approach. Tucson Acquisition & Development average holding
period for any one real estate asset is expected to be no more
than three years in order to lessen the effects of market cycles
inherent in the real estate asset class.
Tucson Acquisition & Development's value enhancement
approach to real estate investing takes many different forms,
including but not limited to the repositioning of an asset,
materially improving the asset management of a property,
addressing property leasing issues, improving property
management, and potential construction or build-out of
development projects.
The Investment Process
Management employs a methodical and disciplined investment
process. This process is comprised of (1) constantly developing
reliable sources of high quality investment opportunities, (2)
employing a rigorous and disciplined "due diligence" process, (3)
developing a conservative and appropriate acquisition plan and
financing alternatives, (4) employing value enhancement asset
management techniques to each investment and (5) implementing the
exit strategy in order to achieve the target rate of return. In
addition, Management will periodically review the composition of
Tucson Acquisition & Development's entire investment portfolio to
insure diversification by property type and the leverage and
investment risk of the portfolio.
Sources of Investment Opportunities
Management will identify potential investment opportunities
through the network of contacts that the principals of the firm
and its advisory group have developed over their careers in real
estate, finance, and investment management. In addition,
developing relationships in relevant sub-markets prior to making
an investment also provides access to additional sources of
investment opportunities. The reputation of the Principal of the
Management and the advisors in the real estate investment
management business also helps to attract potential sellers of
properties who are seeking to dispose of their assets.
Asset Recovery & Workout Programs
A very profitable niche in the real estate business is the
Asset Recovery and Workout area. This market has come to be
recognized as very profitable since the RTC acquired bank and
savings & loan associations and was required by law to package
and sell the loans, both performing and non-performing, and other
both real and personal property to the public. Many individuals,
including members of Management have purchased these properties
and been very successful in working out the loan and recovering
their investment and profits.
Although today's market is not as dynamic as the RTC years
1988-1994, there still exists niche areas where lenders have
default notes and distressed properties that they desire to
liquidate. Certain local lenders are very vulnerable to having
their license revoked if their net worth is less than the
required statutory levels. These lenders are very open to a
creative trade of their distressed property in exchange for
performing loans at market rates (currently 8-9% yields), which
Management believes Tucson Acquisition & Development can obtain
at substantial discounts. Management has extensive experience in
the workout area and feel their reputation is such that they will
be able to manage the subcontracting parties.
Other Potential Areas of Income
Workout Consultants
As a workout consultant, Tucson Acquisition & Development
will arrange to manage for the client the following process. The
primary objective will be to acquire ownership or an interest in
the project, if possible. Thus, Tucson Acquisition & Development
anticipates that it will:
1. Produce an economic analysis of the property by way of a
formal or informal appraisal to determine the property's value in
today's market.
2. Perform a legal analysis in conjunction with its attorneys,
concurrently with or after an economic evaluation has been made.
The analysis will include a review of the title chain to
determine condition of the title, review and analysis of any
pending State courts actions and / or bankruptcy court actions.
3. Meet with lenders, debtors, owners or other parties involved
in the property to determine where there is flexibility to
discount a claim, trade assets for claims, divide the property or
restructure the property and claims of the different parties in
order to allow for a successful placement of the property back on
the market as a saleable asset.
4. Either arrange for the resale of the restructured asset by
Tucson Acquisition & Development or by qualified outside parties
that would be managed and supervised by Tucson Acquisition &
Development.
5. Manage the asset, should the client not wish to sell it at
this time and desire to wait for the market to recover.
Restoring Assets
Tucson Acquisition & Development anticipates contracting
with clients to assist them in freeing their property from legal
entanglements, economic decay, and damage. This process will
likely include arranging for the sale and liquidation of the
asset.
Acquisition of Property
Structuring a purchase of the asset from the client "AS IS",
with Tucson Acquisition & Development taking on the required
workout and resale of the asset. This option would be very
desirable to the client when the client does not wish to go
through the uncertainty and risk. Especially in regard to
lenders and owners who have environmentally damaged property
(dump sites, service stations, older buildings with asbestos)
that Tucson Acquisition & Development can remediate via a joint
venture.
Property Management
Tucson Acquisition & Development operates a property
management division that will be able to adequately manage any
property acquired by Tucson Acquisition & Development or act as a
receiver for any client's property in foreclosure.
It has been the experience of management that as interest
rates increase, opportunities for Tucson Acquisition &
Development, in both loan requests and workout situations
increase.
Property Types
Consistent with Management's experience and to assure proper
diversification in Tucson Acquisition & Development's investment
portfolio, it is anticipated that Tucson Acquisition &
Development's investments in time will consist of a range of
property types including but not limited to: suburban and central
business district office, multi-family housing, light
industrial/distribution, retail, single-family homes, residential
land development, commercial land development, and default
mortgage notes. However, Tucson Acquisition & Development will
initially concentrate on residential income properties.
Tucson Acquisition & Development will purchase single-family
residences up to 70% of value. Borrowers having inherited these
properties are the most prevalent sellers.
Due Diligence
Management believes that successful real estate investing is
based on accurately evaluating the risks of an investment prior
to making that investment. Therefore, a rigorous due diligence
process is critical in helping to avoid and manage the risks
associated with each investment. Many of the investment
opportunities that Management identifies are not pursued upon the
completion of Management's due diligence process.
The process begins with an overall primary market analysis
of the sub-markets that seem most attractive, given the
investment objective of Tucson Acquisition & Development. This
primary market analysis includes an evaluation of the local
economy, demographic information, supply and demand for real
estate in general, and by property type, as well as the
identification of other real estate investors who are active in
that particular sub-market. Management believes that entering a
particular sub-market requires developing relationships in those
markets with the local real estate practitioners such as brokers,
lending institutions, developers, and property managers.
Management begins this process well in advance of making an
investment in a particular region or sub-market.
Prior to making an investment, Management (1) estimates the
value of the property being considered for investment, (2)
estimates the replacement cost of the property, (3) develops
detailed projections of the investment required to develop and/or
reposition the property, (4) estimates the projected income from
the property, (5) estimates the optimal time frame for holding
the property, (6) analyzes potential exit strategies to be used
once the development or repositioning has been completed, and (7)
using financial models, projects the target rate of return for
the potential investment. In its analysis of all potential
investments, Management does not rely on a substantially
improving real estate market in order to attain its target rates
of return.
In the event that a local joint venture partner is involved
in an investment, Management will execute a rigorous due
diligence of the local partner itself. Management attempts to
diligence local partners as rigorously as the investment being
considered. Even when a local partner has conducted its own due
diligence of a potential investment, Management utilizes its own
due diligence process and analysis to make any investment
decisions.
Leverage
Tucson Acquisition & Development will commonly utilize
leverage when implementing an investment. The amount of leverage
utilized in any single transaction has generally not exceeded a
65% loan-to-value ratio. Furthermore, some transactions have
been done without the use of any leverage. It is expected that
Tucson Acquisition & Development will utilize leverage in a
manner that Management deems appropriate. It is expected that
borrowings, on a portfolio-wide basis, will not exceed 65% of the
greater of total acquisition cost or market value of portfolio
when financing is obtained.
Marketing
Marketing of Tucson Acquisition & Development's program is
seen primarily as a long-term personal contact effort in the real
estate brokerage and development community. With this marketing
approach, management feels that reliability and integrity are
essential for an expanding Company referral base. Management
will accomplish this by institutional (informational videos,
audiotapes and brochures), direct mail advertising, and by the
establishment of a web site. This will enable management access
to a broad spectrum of customers, including brokers, developers,
attorneys, bankers, investors, and exchangers.
Ongoing individual management contact, along with
participation in local and regional real estate marketing
meetings will provide an excellent opportunity to promote the
talents and services of Tucson Acquisition & Development.
Management has found the marketplace for these types of
situations are in demand primarily in the following scenarios:
1. Real Estate Agents and Brokers who are aware of investment
opportunities in regards to distressed properties in good
locations and neighborhoods.
2. CPA and Attorneys who have clients that need to liquidate
assets due to divorce, business failure, tax liability, or to buy
out partners in business and satisfy fee payment due.
3. Investor/Dealers who are aware of properties for sale at
estate, bankruptcy confirmation sales, foreclosure, tax sales,
and other opportunities. In addition, other Brokers/Dealers may
desire to joint venture these properties with Tucson Acquisition
& Development pending resale to the public.
4. Bankers and other private lenders who are not interested in
dealing with default situations currently in their portfolios.
A major advantage that Tucson Acquisition & Development will
have in marketing its services, is that Tucson Acquisition &
Development's principals have the knowledge to structure the
transaction to make the transaction come together. Rarely do you
find an entity having the skill to structure the transaction to
the tax and financial advantage of the borrower.
Exit Strategy
Tucson Acquisition & Development's exit strategy from each
investment is considered prior to purchasing any real estate
asset and its development begins at the earliest stages of due
diligence for each potential investment. Management believes
that a properly planned and executed exit strategy is critical to
real estate investment success. Therefore, myriads of potential
exit strategies are considered in order to seek to optimize
investment performance. Exit strategies will differ depending on
the nature of the real estate property, the asset size, and the
local or sub-market in which the real estate asset is located.
Various exit strategies that are available include selling to
strategic buyers, local developers or institutional investors,
and self-liquidation such as with residential land or home
development. Furthermore, a properly planned and executed exit
strategy is very important given Tucson Acquisition &
Development's objective of maintaining a relatively short holding
period for each investment. Management generally will not
undertake an investment unless it can reasonably expect to
dispose of the asset within three years. In the future, Tucson
Acquisition & Development may be split from the Company, and sold
separately.
Competition for Tucson Acquisition & Development
Real Estate Brokers, real estate investment trusts, wealthy
individuals, contractors, and property dealers all represent
potential competition even though they are limited in their
activities in the real estate market. The Managers believe that
potential competitors in the current market lack the Management's
expertise, response time, and/or track record. Nonetheless, there
can be no guarantee that other skillful competitors with
financial and management resources greater than Tucson
Acquisition & Development and the Company will not enter the
market. Should this occur, Management believes it can make
strategic adjustments to ensure its ongoing competitiveness and
long-term viability.
Because of the Management's broad-based knowledge of the
real estate industry within the Tucson Metropolitan Area, they
believe that they can evaluate both project site and metro-wide
trends in a matter of days instead of weeks.
Intimate familiarity with real estate markets in the
Southwest and Arizona in particular represents a unique
competitive situation strength for the Management. This
experience provides a significant knowledge base for sound
decisions. The local and regional industry contact/networks are
well established and Tucson Acquisition & Development hopes to
benefit from early access to the recognition and identification
of trends in the real estate markets.
Conclusion
Management believes that exposure to real estate is an
essential element of prudent asset allocation and is appropriate
for a well-diversified investment portfolio. It believes that
such diversification will foster the process of preserving and
enhancing investment capital. Real estate investing is most
appropriate for individual and institutional investors who have a
long-term investment horizon, adequate short-term liquidity in
their portfolio, and can accept infrequent valuations and long
market cycles. Management's "small cap" real estate investment
strategy is believed to be an excellent complement to an
investor's overall real estate asset allocation.
While management believes that Tucson Acquisition &
Development will be successful, there can be no guarantee that
Tucson Acquisition & Development will meet its objectives, or
will be profitable.
Revenues
Tucson Acquisition & Development had revenues for year ended
December 31, 2000 in the amount of $123,444 compared to $101,459
for the same period ended December 31, 1999. For the six-month
period ended June 30 2001, Tucson Acquisition & Development had
revenues of $41,868 compared to $72,246 for the same period ended
June 30, 2000. Revenues consist of rental income from acquired
property and gain on the sale of mortgage notes and real estate,
as well as consulting fees for projects managed.
Costs and Expenses
Tucson Acquisition & Development had costs and expenses for
year ended December 31, 2000 in the amount of $102,497 compared
to $93,274 for the same period ended December 31, 1999. For the
six-month period ended June 30 2001, Tucson Acquisition &
Development had expenses of $36,740 compared to $59,430 for the
same period ended June 30, 2000. Costs and expenses consist of
primarily of general and administrative expenses and selling
expense on the sale of mortgage notes and real estate.
Tucson Acquisition & Development recorded net income loss of
($9,835) for the year ended December 31, 2000 compared to a gain
of $5,397 for the comparable period in 1999. Tucson Acquisition
& Development recorded net income of $1,811 for the six-month
period ended June 30, 2001 compared to a loss of ($26,613) for
the comparable period in 2000.
Liquidity and Capital Resources
At December 31, 2000, Tucson Acquisition & Development had total
current assets of $142,956 and $138,826 in current assets at June
30, 2001. Tucson Acquisition & Development had a net working
capital deficit of $?? at December 31, 2000, and a net working
capital deficit of $0 at June 30, 2001.
Net stockholders' deficit in Tucson Acquisition & Development was
($3,522) as of December 31, 2000 and net stockholders' equity of
$1,003 at June 30, 2001.
The Company will not have sufficient funds (unless it is able to
raise funds in a private placement) to undertake any significant
acquisitions or developments.
Description of Casterbridge Capital Stock
Common Stock
We are authorized to issue up to 100,000,000 shares of
common stock, $.001 par value per share. As of September 1,
2001, there were 1,000,000 common shares issued and outstanding
held by 29 shareholders. There is no public market for our
common stock.
All outstanding shares of common shares of common stock are
duly authorized, validly issued, fully paid and nonassessable.
Upon liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all net assets
available for distribution to shareholders after payment to
creditors. The common stock is not redeemable and has no
preemptive or conversion rights.
Voting Rights
Holders of our common shares are entitled to one vote per
share on all matters submitted for shareholders vote. A majority
of the outstanding shares entitled to vote constitute a quorum
and action generally is taken by a majority of the votes cast.
Dividends
Holders of common stock are entitled to receive dividends
out of assets legally available for this purpose at the times and
in the amounts as the Board of Directors may from time to time
determine. Holders of common stock will share equally on a per
share basis in any dividend declared by the Board of Directors.
We have not paid any dividends on our common stock and do
not anticipate paying any cash dividends in the foreseeable
future.
Description of Tucson Acquisition & Development Capital Stock
Common Stock
We are authorized to issue up to 110,000,000 shares of
common stock, $.001 par value per share and up to 10,000,000
shares of preferred stock, $.001 par value. As of September 1,
2001, there were 750,000 common shares issued and outstanding
held by one shareholder and no preferred stock issued. There is
no public market for our common stock.
All outstanding shares of common shares of common stock are
duly authorized, validly issued, fully paid and nonassessable.
Upon liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all net assets
available for distribution to shareholders after payment to
creditors. The common stock is not redeemable and has no
preemptive or conversion rights.
Voting Rights
Holders of our common shares are entitled to one vote per
share on all matters submitted for shareholders vote. A majority
of the outstanding shares entitled to vote constitute a quorum
and action generally is taken by a majority of the votes cast.
Dividends
Holders of common stock are entitled to receive dividends
out of assets legally available for this purpose at the times and
in the amounts as the Board of Directors may from time to time
determine. Holders of common stock will share equally on a per
share basis in any dividend declared by the Board of Directors.
We have not paid any dividends on our common stock and do
not anticipate paying any cash dividends in the foreseeable
future.
Merger or Consolidation
In the event of a merger or consolidation, holders of our
common stock will vote as a class and such action shall be
approved by a vote of a majority of the shares entitled to vote
being necessary for approval. In any merger or consolidation,
holders of common stock must be treated equally per share.
Interest of Certain Person in Matters To Be Acted Upon
Officers and Board of Directors. Daniel L. Hodges is the
sole director and executive officer of Casterbridge Management.
Mr. Hodges has agreed, if the merger agreement is approved by
Casterbridge Management shareholders, to return to Casterbridge
Management 750,000 of his 800,000 shares for cancellation at the
time of the closing of the acquisition. Pursuant to the exchange
of shares, Mr. Hodges would receive 50,000 shares of common stock
of Tucson Acquisition & Development in exchange for his 50,000
remaining shares of Casterbridge Management.
Officers and Board of Directors of Tucson Acquisition &
Development. Jeffrey S. Utsch is the sole shareholder of Tucson
Acquisition & Development holding 750,000 shares of common stock.
If the merger is approved, Mr. Utsch will be the majority
shareholder of the merged company, holding 75% of the outstanding
common stock.
Indemnity Provisions
Shareholders must recognize that certain indemnity
provisions exist with respect to management of the Company.
Under the auspices of Nevada Revised Statutes, Sections 78.250
through 78.252, the following article is contained within the
Company's Articles of Incorporation: To the fullest extent
permitted by Chapter 78 of the Nevada Revised Statutes, as the
same exists or may hereafter be amended, an officer or director
of the corporation who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the
corporation, or is or was serving at the request of the
corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the corporation against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding.
Security Ownership of Casterbridge Management Shares By Certain
Beneficial Shareholders
The following table presents certain information regarding
beneficial ownership of our common stock as of September 1, 2001,
by Mr. Hodges who is: (i) the only person known by us to be the
beneficial owner of more than 5% of the outstanding shares of
common stock, and (ii) is our sole director and executive
officer. Mr. Hodges has sole voting and investment power as to
the shares shown.
Name and Address Ownership Percentage
Title of Class of Beneficial Ownership Amount of Beneficial
Ownership
Common Daniel L. Hodges 800,000 80%
President and Director
11601 E. Lusitano Pl.
Tucson, AZ 85748
After the merger our shareholders will own 250,000 shares or
25% of the combined company.
The following table presents certain information regarding
beneficial ownership of common stock of the combined company
after the merger. Mr. Utsch would be: (i) the only person known
by us to be the beneficial owner of more than 5% of the
outstanding shares of common stock, and (ii) is the chief
executive officer and a director of the combined company. Mr.
Utsch would have sole voting and investment power as to the
shares shown.
Name and Address Ownership Percentage
Title of Class of Beneficial Ownership Amount of Beneficial
Ownership
Common Jeffery Utsch 750,000 75%
President and Director
6140 N. Pomona
Tucson, AZ 85704
Executive Compensation of Directors and Officers
Mr. Hodges, the sole officer and director of Casterbridge
Management has not received any compensation, at any time.
Mr. Utsch, the president and sole shareholder of Tucson
Acquisition & Development received compensation in the amount of
$3,540 in 2000 and $11,173.28 in 1999. It is planned that Mr.
Utsch will be receiving a salary of $36,000.00 in the year 2002.
Shareholder Proposals
If the combination is not consummated, we may hold an annual
meeting of shareholders during 2002. In the event such a meeting
is held, any shareholder notice of a proposal intended to be
presented at such meeting must be received at our principal
offices no later than the close of business of the sixtieth day
prior to the meeting, unless the public announcement is first
made by us fewer than seventy days prior to the date of such
annual meeting, then the notice must be received by the close of
business on the tenth day following the day on which the public
announcement of the date of such annual meeting.
A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the annual
meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address,
as they appear on the corporation's books, of the shareholder
proposing such business, (iii) the class and number of shares of
the corporation which are beneficially owned by the shareholder,
(iv) any material interest of the shareholder in such business
and (v) any other information that is required to be provided by
the shareholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, in his capacity as a proponent of a
shareholder proposal. Notwithstanding the foregoing, in order to
include information with respect to a shareholder proposal in the
proxy statement and form of proxy for a shareholder's meeting,
shareholders must provide notice as required by the regulations
promulgated under the 1934 Act.
Management Following the Combination
The following table sets forth the names, positions and ages of
the directors and executive officers of our directors and
officers following the merger. All directors are elected at each
annual meeting and serve for one year and until their successors
are elected and qualify. Officers are elected by the Board of
Directors and their terms of office are at the discretion of the
Board.
Name of Director/Officer Age Position(s) With Company
Jeffrey S. Utsch 33 President , Director.
Mr. Utsch has been involved in the acquisition of over 150
distressed properties, since 1993. His primary duties are to be
aware of sales that are scheduled at the Bankruptcy Court,
Superior Court, Trustee Sales and other property opportunities
and to arrange for the acquisition of them.
Principal Shareholder of Casterbridge Management
As of September 1, 2001, Daniel Hodges held 800,000 shares of
common stock of Casterbridge Management which represents 80% of
our issued and outstanding capital stock. He is also the sole
director and executive officer. The remaining 200,000 shares of
our common stock are held by 28 shareholders none of whom own in
excess of 5% of our shares.
Certain Relationships and Related Transactions - Tucson
Acquisition & Development
During May, June, and September 2000, Tucson Acquisition &
Development loaned $22,909 to the Tucson Acquisition &
Development Profit Sharing Plan. The loan carries an interest
rate of 13.25%. As of December 31, 2000 there is no accrued
interest and the outstanding principal balance is $22,909 as
shown in the accompanying balance sheet as notes receivable -
related party.
During April and September 2000, Tucson Acquisition &
Development loaned $6,394 to the shareholders of the Company.
The loan carries an interest rate of 13.25%. As of December 31,
2000 the outstanding principal and interest balance is $6,815 as
shown in the accompanying balance sheet as loan to shareholder.
On September 20, 2000, Tucson Acquisition & Development
borrowed $20,000 from the Utsch Children's Trust. The loan is
payable on September 30, 2001 and carries an interest rate of 12%
with interest payable in monthly installments. As of December
31, 2000 there is no accrued interest and the outstanding
principal balance is $20,000 as shown in the accompanying balance
sheet as notes payable - related party.
Executive Compensation of Directors and Officers
Casterbridge Management has not paid, nor does owe, any
compensation to our executive officers for the year ended
December 31, 2000 and we have not done so for the 2001.
Tucson Acquisition & Development paid its president, Jeffery
Utsch $3,540 in 2000 and $11,173.28 in 1999. Tucson Acquisition
& Development has not paid, nor does owe, any compensation to its
executive officers for the period ended June 30, 2001.
Our by-laws authorize the Board of Directors to fix the
compensation of directors, to establish a set salary for each
director and to reimburse the director's expenses for attending
each meeting of the Board of Directors.
Available Information
Copies of our reports, proxy statements and other information
may be inspected and copied at the public facilities maintained
by the SEC:
Judiciary Plaza Citicorp Center Seven World Trade Center
Room 1024 500 West Madison Street 13th Floor
450 Fifth Street, N.W. Suite 1400 New York, New York 10048
Washington, D.C. 20549
Copies of these materials can also be obtained by mail at
prescribed rates from the Public Reference Section of the SEC,
450 Fifth Street, N.W., Washington, D.C. 20549, or by calling
the SEC at 1-800-SEC-0330. The SEC maintains a Web site that
include reports, proxy statements and other information. The
address of the SEC Web site is http://www.sec.gov.
Experts
The audited financial statements for the period ended December
31, 2000, and the unaudited financial statements for the period
ended June 30, 2001, included in this prospectus-information
statement
have been provided by Robison, Hill & Co. Certified Public
Accountants and have been so included in reliance on the report
of Robison, Hill & Co., independent accountants, given on their
authority as experts in auditing and accounting.
Validity of Our Common Stock
The validity of the common stock subject to this offering will
be passed upon for us by Christopher Dieterich, Esq., Dieterich &
Associates, Los Angeles, California.
Financial Statements
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
-:-
INDEPENDENT AUDITOR'S REPORT
JUNE 30, 2001
(UNAUDITED)
AND
DECEMBER 31, 2000
CONTENTS
Page
Independent Auditor's Report . . . . . . . . . . . . . . . F - 1
Balance Sheet
December 31, 2000 and June 30, 2001 (Unaudited). . . . . F - 2
Statements of Operations for the
Years Ended December 31, 2000 and 1999 and for the Six Months
Ended June 30, 2001 and 2000 (Unaudited) . . . . . . . . F - 3
Statement of Stockholders' Equity for the
Years Ended December 31, 2000 and 1999 and for the Six Months
Ended June 30, 2001 and 2000 (Unaudited) . . . . . . . . F - 4
Statements of Cash Flows for the
Years Ended December 31, 2000 and 1999 and for the Six Months
Ended June 30, 2001 and 2000 (Unaudited) . . . . . . . . F - 5
Notes to Financial Statements. . . . . . . . . . . . . . . F - 6
INDEPENDENT AUDITOR'S REPORT
Tucson Acquisition & Development Corporation
We have audited the accompanying balance sheet of Tucson
Acquisition & Development Corporation as of December 31, 2000 and
the related statements of operations, cash flows, and statement
of stockholders' equity for the years ended December 31, 2000 and
1999. 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 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 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 Tucson Acquisition & Development Corporation as of December
31, 2000 and the results of its operations and its cash flows for
the years ended December 31, 2000 and 1999 in conformity with
generally accepted accounting principles.
Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
July 16, 2001
(Format Change)
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
BALANCE SHEET
June 30, 2001 December 31,
ASSETS (Unaudited) 2000
Current Assets:
Cash & Cash Equivalents $ 3,347 $ 874
Notes Receivable 5,000 5,000
Notes Receivable - Related Party 17,456 22,909
Interest Receivable 718 421
Inventory 112,305 113,752
-------- --------
Total Current Assets 138,826 142,956
======== ========
Fixed Assets:
Furniture and Equipment 2,810 2,810
Less Accumulated Depreciation (1,869) (1,437)
--------- ---------
Total Fixed Assets 941 1,373
========= =========
Other Assets:
Investments in Nonmarketable Securities 1,658 125
Total Other Assets 1,658 125
-------- ---------
Total Assets $ 141,425 $ 144,454
======== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 2,742 $ 2,033
Accrued Payroll Liabilities 531 1,935
Notes Payable - Current 45,000 37,885
Notes Payable - Related Party 20,000 20,000
Line of Credit 33,121 36,724
-------- --------
Total Current Liabilities 101,394 98,577
======== ========
Long Term Liabilities:
Notes Payable-Long Term 39,028 39,399
Notes Payable-Related Party-Long Term - 10,000
-------- --------
Total Long Term Liabilities 39,028 49,399
======== ========
Total Liabilities 140,422 147,976
======== ========
Stockholders' Equity:
Preferred Stock, Par value $0.00,
2,500 shares authorized,
0 shares issued and outstanding
at December 31, 2000 and 1999 - -
Common Stock, Par value $0.00,
2,500 shares authorized,
2,500 Shares Issued and Outstanding
at December 31, 2000 and 1999 5,000 5,000
Paid-In Capital 5,850 5,850
Loan to Shareholders (3,680) (6,394)
Retained Deficit (6,167) (7,978)
--------- --------
Total Stockholders' Equity 1,003 (3,522)
========= =========
Total Liabilities and
Stockholders Equity $141,425 $144,454
========= =========
The accompanying notes are an integral part of these financial statements.
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
For the Six Months Ended For the Years Ended
June 30, December 31,
2001 2000 2000 1999
------ ------ ------ ------
Revenues:
Real Estate Commissions $ - $ 5,000 $ 7,700 $ 4,150
Real Estate Management Fee 22,924 - - -
Consulting 29,644 18,066 32,528 39,507
Rental - 46,921 54,130 30,492
Real Estate Sales - 2,259 77,000 606,864
Cost of Revenue (10,700) - (47,914) (579,554)
-------- -------- -------- ---------
Gross Margin 41,868 72,246 123,444 101,459
Expenses:
Selling - 13,309 25,505 14,117
General & Administrative 36,740 46,121 76,992 79,157
-------- -------- -------- ---------
36,740 59,430 102,497 93,274
======== ======== ======== =========
Net Income from Operations 5,128 12,816 20,947 8,185
Other Income (Expenses)
Interest, Net (3,317) (39,429) (41,345) (10,190)
Gain on Disposal of Assets - - - 7,402
Net Income (Loss) before extraordinary item 1,811 (26,613) (20,398) 5,397
Extraordinary Items
Gain on Troubled Debt Restructuring - - 563 -
Forgiveness of debt - - 10,000 -
--------- --------- -------- -------
Net Income (Loss) $1,811 $(26,613) $(9,835) $5,397
--------- --------- -------- -------
Basic & Diluted Earnings (Loss) per share $ 0.72 $ (10.65) $ (3.93) $ 2.16
--------- --------- -------- -------
The accompanying notes are an integral part of these financial statements.
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
Retained
Common Stock Paid-In Earnings/
Shares Value Capital (Deficit)
------------ --------- --------- ----------
Balance January 1, 1999 2,500 $ 5,000 $ 5,850 $ (3,540)
Net Income (Loss) - - - 5,397
-------- ------- ------- -------
Balance at December 31, 1999 2,500 5,000 5,850 1,857
Net Income (Loss) - - - (9,835)
-------- ------- ------- -------
Balance at December 31, 2000 2,500 5,000 5,850 (7,978)
Net Income (Loss) (Unaudited) - - - 1,811
-------- ------- ------- -------
Balance at June 30, 2001
(Unaudited) 2,500 $ 5,000 $ 5,850 $ (6,167)
The accompanying notes are an integral part of these financial statements.
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended For the Years Ended
June 30, December 31,
2001 2000 2000 1999
------- ------- ------ ------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income(Loss) $ 1,811 $ (26,613) $ (9,835) $ 5,397
Adjustments to reconcile net
income (loss) to net cash provided
(used in) operating activities:
Depreciation 432 14,027 (41) 1,478
(Increase) decrease in accounts receivable - 1,602 3,370 (3,819)
(Increase) decrease in interest
receivable (297) - (421) -
(Increase) decrease in inventory 1,447 - (113,752) 10,851
Increase (decrease) in accounts payable 709 (1,675) 358 1,675
Increase (decrease) in accrued
payroll costs (1,404) - 1,937 (276)
(Gain) Loss on sale of fixed assets - - - (7,402)
Net cash provided by (used in)
operating activities 2,698 (12,659) (118,384) 7,904
-------- ---------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets - - (5,450) (1,036,907)
Proceeds from sale of fixed assets - - - 185,000
Related party notes - (21,531) (22,910) -
Proceeds from related party notes 5,453 - - -
Proceeds from shareholder loan 2,714 - - 1,143
Loans to shareholders - (2,217) (6,394) -
Net cash provided by
investing activities 8,167 (23,748) (34,754) (850,764)
-------- -------- -------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net borrowing on line-of-credit (3,603) 22,613 36,724 -
Net purchase of investments (1,533) - - 375
Proceeds from short term notes 7,115 8,209 37,885 -
Proceeds from notes payable-
related parties - - 20,000 -
Payment of long term notes-
related parties (10,000) - - -
Payment of long term notes (371) - - -
Proceeds from long term notes - - 49,399 850,950
Net cash provided by
financing activities (8,392) 30,822 144,008 851,325
--------- -------- --------- ---------
Net (Decrease) Increase in Cash
and Cash Equivalents 2,473 (5,585) (9,130) 8,465
Cash and Cash Equivalents at
Beginning of Period 874 10,004 10,004 1,539
Cash and Cash Equivalents at
End of Period $ 3,347 $ 4,419 $ 874 $ 10,004
--------- -------- -------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 3,614 $ 39,450 $ 41,369 $ 13,997
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Foreclosure of fixed assets $ - $ - $856,500 $ -
Loan foreclosure $ - $ - $(861,950) $ -
Forgiveness of debt $ - $ - $ 10,000 $ -
The accompanying notes are an integral part of these financial statements.
(Format Change)
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE SIX MONTHS
ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of accounting policies for Tucson Acquisition &
Development Corporation is presented to assist in understanding
the Company's financial statements. The accounting policies
conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
The unaudited financial statements as of June 30, 2001 and 2000
and for the six months then ended reflect, in the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to fairly state the financial position and
results of operations for the six months. Operating results for
interim periods are not necessarily indicative of the results
which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of
Nevada on December 31, 1990 under the name Envirodesigns. On
September 24, 1992, the company changed its name to Tucson
Acquisition & Development Corporation.
Nature of Business
The Company is in the business of purchasing, selling,
developing, renting and managing real and personal property,
condominiums and apartments.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the
extent the funds are not being held for investment purposes.
Inventory
Inventories are stated at the lower of cost or market.
Depreciation and Amortization
Equipment is stated at cost. Depreciation is computed using
the straight-line method over the estimated economic useful lives
of the related assets as follows:
Equipment 3 - 5 years
Furniture 5 - 7 years
Rental Real Estate 31.5 years
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE SIX MONTHS
ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Maintenance and repairs are charged to operations; betterments
are capitalized. The cost of property sold or otherwise disposed
of and the accumulated depreciation thereon are eliminated from
the property and related accumulated depreciation accounts, and
any resulting gain or loss is credited or charged to income.
The Company has adopted the Financial Accounting Standards
Board SFAS No., 121, "Accounting for the Impairment of Long-lived
Assets." SFAS No. 121 addresses the accounting for (i)
impairment of long-lived assets, certain identified intangibles
and goodwill related to assets to be held and used, and (ii)
long-live lived assets and certain identifiable intangibles to be
disposed of. SFAS No. 121 requires that long-lived assets and
certain identifiable intangibles be held and used by an entity
be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. If the sum of the expected future cash flows
from the used of the asset and its eventual disposition
(un-discounted and without interest charges) is less than the
carrying amount of the asset, an impairment loss is recognized.
Pervasiveness of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Concentrations of Credit Risk
The Company has no significant off-balance-sheet concentrations
of credit risk such as foreign exchange contracts, options
contracts or other foreign hedging arrangements.
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE SIX MONTHS
ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Loss per Share
The reconciliations of the numerators and denominators of the
basic loss per share computations are as follows:
(Format Change)
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the six months ended June 30, 2001 (unaudited)
Basic Income (Loss) per Share
Income to common shareholders $ 1,811 2,500 $ 0.72
For the six months ended June 30, 2000 (unaudited)
Basic Income (Loss) per Share
Loss to common shareholders $(26,613) 2,500 $ (10.65)
For the year ended December 31, 2000
Basic Income (Loss) per Share
Loss to common shareholders $ (9,835) 2,500 $ (3.93)
For the year ended December 31, 1999
Basic Income (Loss) per Share
Income to common shareholders $ 5,397 2,500 $ 2.16
There are no outstanding common stock equivalents for December 31, 2000 and 1999.
(Format Change)
NOTE 2 - INCOME TAXES
The Company has accumulated tax losses estimated at $9,800
expiring in the year 2020. Current tax laws limit the amount of
loss available to be offset against future taxable income when a
substantial change in ownership occurs. The amount of net
operating loss carryforward available to offset future taxable
income may be limited if there is a substantial change in
ownership. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported
in the financial statements, because the Company believes there
is a 50% or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss carryforwards
are offset by a valuation allowance of the same amount.
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE SIX MONTHS
ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
(Continued)
NOTE 3 - LEASE COMMITMENT
The Company rents office space on a month to month basis for
$500 per month.
NOTE 4 - INVESTMENTS IN NONMARKETABLE SECURITIES
Investments in nonmarketable securities consist of a 1%
investment in Semper Investments, LLC and Old Pueblo Associates,
LLC. Investments are stated at cost that does not exceed
estimated net realizable value.
NOTE 5 - SHORT-TERM OBLIGATIONS
December 31,
2000
------------
D'Esprit PSP, 10% annual interest rate
interest payable in monthly installments,
note due November 1, 2001. $10,000
Old Pueblo Investments, Inc., 12% annual
interest rate, interest payable in
monthly installments, note due
September 30, 2001. 25,000
--------
Total $35,000
========
The Company has an unsecured bank line of credit with a total
amount owing of $36,724 as of December 31, 2000. This line
carries an interest rate of 13.25% a total available credit of
$37,000 at December 31, 2000.
NOTE 6 - LONG-TERM DEBT
December 31,
2000
------------
Palmdale Loan, 10% Annual Interest Rate
monthly payments due are 538.69 of
outstanding balance until paid in full $42,284
Old Pueblo Investments, Inc., 13% annual
interest rate, interest payable in monthly
installments, note due January 19, 2002 10,000
--------
52,284
Less current portion of long-term debt 2,885
--------
Notes Payable Long Term $49,399
========
Principal payments due on long-term debt for each of the five
years subsequent to December 31, 2000 and thereafter are as
follows:
Year ending: Amount
--------------- -----------
2001 $ 2,885
2002 12,643
2003 2,920
2004 3,226
2005 3,564
Thereafter 27,046
---------
Total $52,284
=========
NOTE 7 - TROUBLED DEBT RESTRUCTURING
On November 21, 2000, the Company arranged to transfer property
located from 427 S. 4th Ave. to 455 S. 4th Ave. in Tucson,
Arizona plus an adjoining vacant lot to a creditor in full
settlement of an 10% note due in 2011. The book value of this
property exceeded the amount due to the creditor by $563, and
accordingly an extraordinary gain of $563 ($0.23 per share) has
been included in income in 2000.
NOTE 8 - FORGIVENESS OF DEBT
During 2000, the Company had a 12% note with a third party for
$10,000 due in 2000 forgiven. The transaction resulted in an
extraordinary gain of $10,000 ($4.00 per share) which has been
included in income in 2000.
NOTE 9 - PROFIT-SHARING PLAN
The Company has a profit-sharing plan that covers all employees
that have completed one year of service. Contributions to the
plan are at the discretion of the Board of Directors. During
2000 and 1999, contributions to the plan charged to operations
were $531 and $2125, respectively.
TUCSON ACQUISITION & DEVELOPMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE SIX MONTHS
ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)
(Continued)
NOTE 10 - RELATED PARTY TRANSACTIONS
During May, June, and September 2000, the Company loaned
$22,909 to the Tucson Acquisition and Development Profit Sharing
Plan. The loan carries an interest rate of 13.25%. As of
December 31, 2000 there is no accrued interest and the
outstanding principal balance is $22,909 as shown in the
accompanying balance sheet as notes receivable-related party.
During April and September 2000, the Company loaned $6,394 to
the shareholders of the Company. The loan carries an interest
rate of 13.25%. As of December 31, 2000 the outstanding
principal and interest balance is $6,815 as shown in the
accompanying balance sheet as loan to shareholder.
On September 20, 2000, the Company borrowed $20,000 from the
Utsch Children's Trust. The loan is payable on September 30,
2001 and carries an interest rate of 12% with interest payable in
monthly installments. As of December 31, 2000 there is no
accrued interest and the outstanding principal balance is $20,000
as shown in the accompanying balance sheet as notes payable-
related party.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
-:-
INDEPENDENT AUDITOR'S REPORT
DECEMBER 31, 2000 AND 1999
CONTENTS
Page
Independent Auditor's Report. . . . . . . . . . . . . . . . F - 1
Balance Sheets
December 31, 2000 and 1999. . . . . . . . . . . . . . . . F - 2
Statements of Operations
For the Years Ended December 31, 2000 and 1999 . .. . . . F - 3
Statement of Stockholders' Equity
Since November 6, 1995 (Inception) and December 31, 2000. F - 4
Statements of Cash Flows
For the Years Ended December 31, 2000 and 1999 . . . . .. F - 5
Notes to Financial Statements. . . . . . . . . . . . . . .. F - 6
INDEPENDENT AUDITOR'S REPORT
Casterbridge Management, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Casterbridge
Management, Inc. (a development stage company) as of December 31,
2000 and 1999, and the related statements of operations and cash
flows for the two years ended December 31, 2000 and the statement
of stockholder's equity from November 6, 1995 (inception) to
December 31, 2000. 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 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 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 Casterbridge Management, Inc. (a development stage company) as
of December 31, 2000 and 1999, and the results of its operations
and its cash flows for the two years ended December 31, 2000 in
conformity with generally accepted accounting principles.
Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
January 19, 2001
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, December 31,
2000 1999
Assets: $ - $ -
Liabilities - Accounts Payable $ 215 $ -
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at
December 31, 2000 and 1999 1,000 1,000
Paid-In Capital 1,915 335
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development Stage (1,930) (135)
Total Stockholders' Equity (215) -
Total Liabilities and
Stockholders' Equity $ - $ -
The accompanying notes are an integral part of these financial
statements.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since
October 20, 1999
inception of
For the year ended development
December 31, stage
2000 1999
-------- -------- ----------
Revenues: $ - $ - $ -
Expenses: 1,795 135 1,930
Net Loss $ (1,795) $ (135) $ (1,930)
Basic & Diluted loss
per share $ - $ -
The accompanying notes are an integral part of these financial
statements.
(Format Change)
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
SINCE NOVEMBER 6, 1995 (INCEPTION) TO DECEMBER 31, 2000
Deficit
Accumulated
During
Common Stock Paid-In Retained Development
Shares Par Value Capital Deficit Stage
Balance at November 6,
1995 (inception) - $ - $ - $ - $ -
February 20, 1996 Issuance
of Stock for Services
and payment of Accounts
Payable 1,000,000 1,000 - - -
Net Loss - - - (1,000) -
Balance at December 31,
1996 1,000,000 1,000 - (1,000) -
Net Loss - - - (100) -
Balance at December 31,
1997 1,000,000 1,000 - (1,100) -
Net Loss - - - (100) -
Balance at December 31,
1998 1,000,000 1,000 - (1,200) -
Capital contributed by
Shareholder - - 335 - -
Net Loss - - - - (135)
Balance at December 31,
1999 1,000,000 1,000 335 (1,200) (135)
Capital contributed by
Shareholder - - 1,580 - -
Net Loss - - - - (1,795)
Balance at December 31,
2000 1,000,000 $1,000 $1,915 $(1,200) $(1,930)
The accompanying notes are an integral part of these financial statements.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Cumulative
Since October
20, 1999
Inception of
For the years ended December 31, Development
2000 1999 Stage
------- ------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (1,795) $ (135) $ (1,930)
Increase (Decrease) in
Accounts Payable 215 (200) 15
Net Cash Used in
operating activities (1,580) (335) 1,915
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
investing activities - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder 1,580 335 1,915
Net Cash Provided by
Financing Activities 1,580 335 1,915
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
Cash and Cash Equivalents
at End of Period $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ 215 $ - $ 215
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES: None
The accompanying notes are an integral part of these financial statements.
(format change)
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of accounting policies for Casterbridge Management,
Inc. is presented to assist in understanding the Company's
financial statements. The accounting policies conform to
generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of
Nevada on November 6, 1995. The Company ceased all operating
activities during the period from November 6, 1995 to October 20,
1999 and was considered dormant. Since October 20, 1999, the
Company is in the development stage, and has not commenced
planned principal operations.
Nature of Business
The Company has no products or services as of December 31,
2000. The Company was organized as a vehicle to seek merger or
acquisition candidates. The Company intends to acquire interests
in various business opportunities, which in the opinion of
management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the
extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Loss per Share
The reconciliations of the numerators and denominators of the
basic loss per share computations are as follows:
Per-Share
Income Shares Amount
-------- -------- ----------
(Numerator) (Denominator)
For the year ended December 31, 2000
Basic Loss per Share
Loss to common
shareholders $(1,795) 1,000,000 $ -
For the year ended December 31, 1999
Basic Loss per Share
Loss to common
shareholders $ (135) 1,000,000 $ -
The effect of outstanding common stock equivalents would be
anti-dilutive for December 31, 2000 and 1999 and are thus not
considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations
of credit risk such as foreign exchange contracts, options
contracts or other foreign hedging arrangements. The Company
maintains the majority of its cash balances with one financial
institution, in the form of demand deposits.
NOTE 2 - INCOME TAXES
As of December 31, 2000, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately
$3,100 that may be offset against future taxable income through
2011. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in
ownership occurs. Therefore, the amount available to offset
future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company
believes there is a 50% or greater chance the carryforwards will
expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the
same amount.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
(Continued)
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common
with a development stage company, the Company has had recurring
losses during its development stage.
NOTE 4 - COMMITMENTS
As of December 31, 2000 all activities of the Company have been
conducted by corporate officers from either their homes or
business offices. Currently, there are no outstanding debts owed
by the company for the use of these facilities and there are no
commitments for future use of the facilities.
NOTE 5 - STOCK SPLIT
On October 20, 1999 the Board of Directors authorized 1,000 to 1
stock split, changed the authorized number of shares to
100,000,000 shares and the par value to $.001 for the Company's
common stock. As a result of the split, 999,000 shares were
issued. All references in the accompanying financial statements
to the number of common shares and per-share amounts for 1999 and
1998 have been restated to reflect the stock split.
INDEPENDENT ACCOUNTANT'S REPORT
Casterbridge Management, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of
Casterbridge Management, Inc. (a development stage company) as of
June 30, 2001 and December 31, 2000, and the related statements
of operations for the three and six months, and cash flows for
the six month periods ended June 30, 2001 and 2000. These
financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statement taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.
Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
August 6, 2001
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, December 31,
2001 2000
Assets: $ - $ -
Liabilities: Accounts Payable $ 4 $ 215
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at
June 30, 2001
and December 31, 2000 1,000 1,000
Paid-In Capital 3,180 1,915
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development Stage (2,984) (1,930)
Total Stockholders' Equity ( 4) ( 215)
Total Liabilities and
Stockholders' Equity $ - $ -
See accompanying notes and accountants' report.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since October
20, 1999
Inception
For the For the
Three Months Ended Six Months Ended
2001 2000 2001 2000 Stage
Revenues: $ - $ - $ - $ - $ -
Expenses: 254 250 1,054 1,180 2,984
Net Loss $ (254) $ (250)$(1,054) $(1,180) $(2,984)
Basic & Diluted
Loss
Per Share $ - $ - $ - $ -
See accompanying notes and accountants' report.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Inception Cumulative
Six Months Of since October
Ended Development 20, 1999
June 30, Stage
2001 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (254) $ (1,180) $ (2,984)
Increase (Decrease) in
Accounts Payable (796) 250 (196)
Net Cash Used in operating
activities (1,050) (930) (3,180)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing
activities - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by
shareholder 1,050 930 3,180
Net Cash Provided by
Financing Activities 1,050 930 3,180
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
Cash and Cash Equivalents
at End of Period $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ 285
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES: None
See accompanying notes and accountants' report.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of accounting policies for Casterbridge
Management, Inc. is presented to assist in understanding the
Company's financial statements. The accounting policies conform
to generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
The unaudited financial statements as of June 30, 2001 and
for the six months then ended reflect, in the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to fairly state the financial position and
results of operations for the six months. Operating results for
interim periods are not necessarily indicative of the results
which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of
Nevada on November 6, 1995. The Company ceased all operating
activities during the period from November 6, 1995 to October 20,
1999 and was considered dormant. Since October 20, 1999, the
Company is in the development stage, and has not commenced
planned principal operations.
Nature of Business
The Company has no products or services as of June 30, 2001.
The Company was organized as a vehicle to seek merger or
acquisition candidates. The Company intends to acquire interests
in various business opportunities, which in the opinion of
management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the
extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Loss per Share
The reconciliations of the numerators and denominators of
the basic loss per share computations are as follows:
Income Shares Per-Share
(Numerator) (Denominator) Amount
For the Three Months
Ended June 30, 2001
Basic Loss per Share
Loss to common shareholders $(254) 1,000,000 $ -
For the Six Months
Ended June 30, 2001
Basic Loss per Share
Loss to common shareholders $(1,054) 1,000,000 $ -
For the Three Months
Ended June 30, 2000
Basic Loss per Share
Loss to common shareholders $(250) 1,000,000 $ -
For the Six Months
Ended June 30, 2000
Basic Loss per Share
Loss to common shareholders $(1,180) 1,000,000 $ -
The effect of outstanding common stock equivalents are
anti-dilutive for June 30, 2001 and 2000 and are thus not
considered.
Reclassification
Certain reclassifications have been made in the 2000
financial statements to conform with the June 30, 2001
presentation
CASTERBRIDGE MANAGEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(Continued)
NOTE 2 - INCOME TAXES
As of June 30, 2001, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately
$4,200 that may be offset against future taxable income through
2011. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in
ownership occurs. Therefore, the amount available to offset
future taxable income may be limited. No tax benefit has been
reported in the financial statements, because the Company
believes there is a 50% or greater chance the carry-forwards will
expire unused. Accordingly, the potential tax benefits of the
loss carry-forwards are offset by a valuation allowance of the
same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is
common with a development stage company, the Company has had
recurring losses during its development stage.
NOTE 4 - COMMITMENTS
As of June 30, 2001 all activities of the Company have been
conducted by corporate officers from either their homes or
business offices. Currently, there are no outstanding debts owed
by the company for the use of these facilities and there are no
commitments for future use of the facilities.
APPENDIX A
RIGHTS OF DISSENTING OWNERS
NRS 92A.380 Right of stockholder to dissent from certain
corporate actions and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a
stockholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of any of the following
corporate actions:
(a) Consummation of a plan of merger to which the domestic
corporation is a party:
(1) If approval by the stockholders is required for the merger
NRS 92A.120 to 92A.160 inclusive, or the articles of
incorporation and he is entitled to vote on the merger; or
(2) If the domestic corporation is a subsidiary and is merged
with its parent under NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic
corporation is a party as the corporation whose subject owner's
interests will be acquired, if he is entitled to vote on the
plan.
(c) Any corporate action taken pursuant to a vote of the
stockholders to the event that the articles of incorporation,
bylaws or a resolution of the board of directors provides that
voting or nonvoting stockholders are entitled to dissent and
obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment
under NRS 92A.300 to 92A.500, inclusive, may not challenge the
corporate action creating his entitlement unless the action is
unlawful or fraudulent with respect to him or the domestic
corporation.
NRS 92A.400 Limitations on right of dissent: Assertion as to
portions only to shares registered to stockholder; assertion by
beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to
fewer than all of the shares registered in his name only if he
dissents with respect to all shares beneficially owned by any one
person and notifies the subject corporation in writing of the
name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this
subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of
different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to
shares held on his behalf only if:
(a) He submits to the subject corporation the written consent of
the stockholder of record to the dissent not later than the time
the beneficial stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the
beneficial stockholder or over which he has power to direct the
vote.
NRS 92A.410 Notification of stockholders regarding right of
dissent.
1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, the notice of the
meeting must state that stockholders are or may be entitled to
assert dissenters' rights under NRS 92A.300 to 92A.500,
inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is taken
by written consent of the stockholders or without a vote of the
stockholders, the domestic corporation shall notify in writing
all stockholders entitled to assert dissenters' rights that the
action was taken and send them the dissenter's notice described
in NRS 92A.430.
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, a stockholder who
wishes to assert dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is
taken, written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of
subsection 1 and NRS 92A.400 is not entitled to payment for his
shares under this chapter.
NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled
to assert rights; contents.
1. If a proposed corporate action creating dissenters' rights is
authorized at a stockholders' meeting, the subject corporation
shall deliver a written dissenter's notice to all stockholders
who satisfied the requirements to assert those rights.
2. The dissenter's notice must be sent no later than 10 days
after the effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and
when certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates
to what extent the transfer of the shares will be restricted
after the demand for payment is received;
(c) Supply a form for demanding payment that includes the date of
the first announcement to the news media or to the stockholders
of the terms of the proposed action and requires that the person
asserting dissenter's rights certify whether or not he acquired
beneficial ownership of the shares before that date;
(d) Set a date by which the subject corporation must receive the
demand for payment, which may not be less than 30 nor more than
60 days after the date the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.
NRS 92A.440 Demand for payment and deposit of certificates;
retention of rights of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the
dissenter's notice for this certification; and
(c) Deposit his certificates, if any, in accordance with the
terms of the notice.
2. The stockholder who demands payment and deposits his
certificates, if any, before the proposed corporate action is
taken retains all other rights of a stockholder until those
rights are canceled or modified by the taking of the proposed
corporate action.
3. The stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the
dissenter's notice, is not entitled to payment for his shares
under this chapter.
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days
after receipt of a demand for payment, the subject corporation
shall pay each dissenter who complied with NRS 92A.440 the amount
the subject corporation estimates to be the fair value of his
shares, plus accrued interest. The obligation of the subject
corporation under this subsection may be enforced by the district
court:
(a) Of the county where the corporation's registered office is
located; or
(b) At the election of any dissenter residing or having its
registered office in this state, of the county where the
dissenter resides or has its registered office. The court shall
dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a
fiscal year ending not more than 16 months before the date of
payment, a statement of income for that year, a statement of
changes in the stockholders' equity for that year and the latest
available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair
value of the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under
NRS 92A.480; and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
NRS 92A.470 Payment for shares: Shares acquired on or after date
of dissenter's notice.
1. A subject corporation may elect to withhold payment from a
dissenter unless he was the beneficial owner of the shares before
the date set forth in the dissenter's notice as the date of the
first announcement to the news media or to the stockholders of
the terms of the proposed action.
2. To the extent the subject corporation elects to withhold
payment, after taking the proposed action, it shall estimate the
fair value of the shares, plus accrued interest, and shall offer
to pay this amount to each dissenter who agrees to accept it in
full satisfaction of his demand. The subject corporation shall
send with its offer a statement of its estimate of the fair value
of the shares, an explanation of how the interest was calculated,
and a statement of the dissenters' right to demand payment
pursuant to NRS 92A.480.
NRS 92A.480 Dissenter's estimate of fair value: Notification of
subject corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of
his own estimate of the fair value of his shares and the amount
of interest due, and demand payment of his estimate, less any
payment pursuant to NRS 92A.460, or reject the offer pursuant to
NRS 92A.470 and demand payment of the fair value of his shares
and interest due, if he believes that the amount paid pursuant to
NRS 92A.460 or offered pursuant to NRS 92A.470 is less than the
fair value of his shares or that the interest due is incorrectly
calculated.
2. A dissenter waives his right to demand payment pursuant to
this section unless he notifies the subject corporation of his
demand in writing within 30 days after the subject corporation
made or offered payment for his shares.
NRS 92A.490 Legal proceeding to determine fair value: Duties of
subject corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject
corporation shall commence a proceeding within 60 days after
receiving the demand and petition the court to determine the fair
value of the shares and accrued interest. If the subject
corporation does not commence the proceeding within the 60-day
period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.
2. A subject corporation shall commence the proceeding in the
district court of the county where its registered office is
located. If the subject corporation is a foreign entity without a
resident agent in the state, it shall commence the proceeding in
the county where the registered office of the domestic
corporation merged with or whose shares were acquired by the
foreign entity was located.
3. The subject corporation shall make all dissenters, whether or
not residents of Nevada, whose demands remain unsettled, parties
to the proceeding as in an action against their shares. All
parties must be served with a copy of the petition. Nonresidents
may be served by registered or certified mail or by publication
as provided by law.
4. The jurisdiction of the court in which the proceeding is
commenced under subsection 2 is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The
appraisers have the powers described in the order appointing
them, or any amendment thereto. The dissenters are entitled to
the same discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is
entitled to a judgment:
(a) For the amount, if any, by which the court finds the fair
value of his shares, plus interest, exceeds the amount paid by
the subject corporation; or
(b) For the fair value, plus accrued interest, of his
after-acquired shares for which the subject corporation elected
to withhold payment pursuant to NRS 92A.470.
NRS 92A.500 Legal proceeding to determine fair value: Assessment
of costs and fees.
1. The court in a proceeding to determine fair value shall
determine all of the costs of the proceeding, including the
reasonable compensation and expenses of any appraisers appointed
by the court. The court shall assess the costs against the
subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds
equitable, to the extent the court finds the dissenters acted
arbitrarily, vexatiously or not in good faith in demanding
payment.
2. The court may also assess the fees and expenses of the counsel
and experts for the respective parties, in amounts the court
finds equitable:
(a) Against the subject corporation and in favor of all
dissenters if the court finds the subject corporation did not
substantially comply with the requirements of NRS 92A.300 to
92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in
favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted
arbitrarily, vexatiously or not in good faith with respect to the
rights provided by NRS 92A.300 to 92A.500,inclusive.
3. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters
similarly situated, and that the fees for those services should
not be assessed against the subject corporation, the court may
award to those counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court
may assess the costs against the subject corporation, except that
the court may assess costs against all or some of the dissenters
who are parties to the proceeding, in amounts the court finds
equitable, to the extent the court finds that such parties did
not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding
commenced pursuant to NRS 92A.460 or 92A.490 from applying the
provisions of N.R.C.P. 68 or NRS 17.115.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Under the auspices of Nevada Revised Statutes, Sections
78.250 through 78.252, the following article is contained within
the Company's Articles of Incorporation: To the fullest extent
permitted by Chapter 78 of the Nevada Revised Statutes, as the
same exists or may hereafter be amended, an officer or director
of the corporation who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the
corporation, or is or was serving at the request of the
corporation as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the corporation against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits:
The following exhibits are filed on behalf of the Registrant as
part of this Registration Statement:
Exhibit No. Document
2.1 Merger agreement, dated September 21, 2001
5.1 Legal opinion and consent for use in filings
of Christopher Dieterich
23.1 Consent of Dieterich and Associates
23.2 Consent of Robison, Hill & Co.
(b) Financial Statement Schedules
Not applicable.
(c) Reports, Opinions or Appraisals.
Not applicable.
Item 22. Undertakings.
(a) Undertakings Required by Item 512 of Regulation S-B.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.The undersigned
Registrant hereby undertakes as follows: that prior to any public
reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by
any person or party which is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by
the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
The Registrant undertakes that every prospectus (i) that is
filed pursuant to the paragraph immediately preceding, or (ii)
that purports to meet the requirements of Section 10(a)(3) of the
Securities Act of 1933 and is used in connection with an offering
of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(b) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this
form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(c) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned;
thereunto duly authorized, in Tucson, Arizona, on 4th of
December, 2001.
CASTERBRIDGE MANAGEMENT, INC.
By:/s/ Daniel L. Hodges
Daniel L. Hodges
President and Chairman
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Daniel L. Hodges
President and Chairman 11/9/01
Daniel L. Hodges
Exhibit 2.1
MERGER AGREEMENT
Merging
Casterbridge Management Inc., a Nevada corporation
Into
Tucson Acquisition and Development Corporation, a Nevada
corporation
1. Parties to the Merger; Effective Date. Pursuant to the
provisions of the Nevada Statutes, Casterbridge Management Inc.,
a Nevada corporation ("Casterbridge Management"), shall be merged
with and into Tucson Acquisition and Development Corporation, a
Nevada corporation ("Tucson Acquisition and Development").
Tucson Acquisition and Development shall be the surviving
corporation. The merger ("Merger") shall become effective at
such time (the "Effective Time") on the date (the "Effective
Date") that articles of merger are filed with the Secretary of
State of Nevada.
2. Closing. The closing of the merger contemplated by this
agreement shall take place on or before December 29, 2001, or at
such other date and place as the parties may mutually agree. The
actual date of such closing is referred to herein as the
"Closing."
2A. Effect of the Merger. From and after the Effective Time,
(i) Tucson Acquisition and Development shall continue its
corporate existence as a Nevada corporation and the separate
existence of Casterbridge Management shall cease; (ii) the
corporate charter/articles of incorporation and bylaws of Tucson
Acquisition and Development in effect immediately prior the
Effective Time shall continue to be its charter/articles of
incorporation and bylaws until amended or repealed in a manner
provided by law; and (iii) each of the directors and officers of
Tucson Acquisition and Development in office immediately prior to
the Effective Time shall become the directors and officers of
Tucson Acquisition and Development, if they have not resigned as
of the Effective Time, until their respective successor are duly
elected or appointed.
2B. Conversion of Outstanding Shares. Every share of
Casterbridge Management Common Stock that is issued and
outstanding immediately prior to the Effective Time will, by
virtue of the merger of Tucson Acquisition and Development and
Casterbridge Management, at the Effective Time, and without any
further action on the part of either Tucson Acquisition and
Development and Casterbridge Management or any holder of
outstanding Common Stock, be cancelled and extinguished and
automatically converted into one share of validly issued, fully
paid and nonassessable Tucson Acquisition and Development Common
Stock.
2C. Cancellation of Certain Casterbridge Management Shares.
Each share of Casterbridge Management Common Stock which is,
immediately prior to the Effective Time, held in the treasury of
Casterbridge Management or held by any director of indirect
wholly-owned subsidiary of Casterbridge Management shall be
cancelled and extinguished without any conversion thereof. In
addition, 750,000 shares of Casterbridge Management Common Stock
held by Daniel L. Hodges, President and sole Director of
Casterbridge Management, shall be cancelled and extinguished
without any conversion thereof (the "Cancellation Shares"). Upon
approval of the Merger by the Casterbridge Management
shareholders and prior to the Closing, the cancellation of the
Cancelled Shares shall be deemed to have occurred and to have
been effective prior to the Closing without any further act by
Daniel L. Hodges or by Casterbridge Management other than the
approval of the Merger by the Casterbridge Management
shareholders.
3. Representations of Tucson Acquisition and Development.
Tucson Acquisition and Development hereby represents and warrants
to Casterbridge Management that:
3.1 Due Incorporation, etc. Tucson Acquisition and Development
is duly incorporated, validly existing and in good standing under
the laws of Nevada and has all requisite power and authority to
execute and deliver this agreement and to perform the obligations
to be performed by it hereunder. Neither the execution or
delivery of this agreement nor the performance by Tucson
Acquisition and Development hereof will constitute a breach of or
default under the governing instruments of Tucson Acquisition and
Development or any agreement, instrument, indenture, judgment or
decree to which Tucson Acquisition and Development is a party or
by which it is bound. Prior to the Closing, all consents and
approvals, if any, required to be obtained by Tucson Acquisition
and Development for its performance hereunder will have been
obtained.
3.2 Due Execution, Validity and Effect. This agreement has been
duly authorized, executed and delivered by Tucson Acquisition and
Development and, assuming the due authorization, execution and
delivery by Casterbridge Management, this agreement constitutes
the valid, legal and binding obligation of Tucson Acquisition and
Development, enforceable in accordance with its terms, except to
the extent that enforceability may be limited by bankruptcy,
insolvency, moratorium or similar laws affecting the enforcement
of creditors' rights generally.
3.3 Title to the Shares. At Closing, Tucson Acquisition and
Development shall deliver the shares of its common stock, with
legal and valid title thereto, free and clear of all liens,
charges, pledges, claims and encumbrances of any kind or nature
whatsoever, other than those created by this agreement.
3.4 Board Approval. The Shareholder and the Board of Directors
of Tucson Acquisition and Development have duly approved the
merger contemplated by this agreement.
3.5 Full Disclosure. No representation or warranty made by
Tucson Acquisition and Development in this agreement and no
certificate or document furnished or to be furnished to
Casterbridge Management pursuant to this agreement contains or
will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the
statements contained herein or therein not misleading.
3.6 Financial Statements. Tucson Acquisition and Development
shall have obtained and provided to Casterbridge Management true
and accurate financial statements consisting of their most recent
year end audited financial statements and reviewed financial
statements through the most recently ended quarter.
3.7 Capital Structure. Tucson Acquisition and Development shall
have 750,000 issued and outstanding shares at the closing, with
the authority to issue an aggregate of 110,000,000 shares of
capital stock having a par value of $0.001 per share, of which no
more than 10,000,000 shares may be preferred.
4. Representations of Casterbridge Management. Casterbridge
Management represents and warrants to Tucson Acquisition and
Development that:
4.1 Due Incorporation, etc. Casterbridge Management is duly
incorporated, validly existing and in good standing under the
laws of Nevada and has all requisite power and authority to
execute and deliver this agreement and to perform the obligations
to be performed by it hereunder. Neither the execution nor
delivery of this agreement nor the performance by Casterbridge
Management hereof will constitute a breach of or default under
the governing instruments of Casterbridge Management or any
agreement, instrument, indenture, judgment or decree to which
Casterbridge Management is a party or by which it is bound.
Prior to the Closing, all consents and approvals, if any,
required to be obtained by Casterbridge Management for its
performance hereunder will have been obtained.
4.2 Due Execution, Validity and Effect. This agreement has been
duly authorized, executed and delivered by Casterbridge
Management and, assuming the due authorization, execution and
delivery by Tucson Acquisition and Development, this agreement
constitutes the valid, legal and binding obligation of
Casterbridge Management, enforceable in accordance with its
terms, except to the extent that enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting the
enforcement of creditors' rights generally.
4.3 Full Disclosure. No representation or warranty made by
Casterbridge Management in this agreement and no certificate or
document furnished or to be furnished to Tucson Acquisition and
Development pursuant to this agreement contains or will contain
any untrue statement of a material fact, or omits or will omit to
state a material fact necessary to make the statements contained
herein or therein not misleading.
4.4 Board Approval. The Board of Directors of Casterbridge
Management has duly approved the merger contemplated by this
agreement.
4.5 Capital Structure. Casterbridge Management shall have
1,000,000 issued and outstanding shares prior to the closing.
5. Certain Fees.
Neither party has incurred any liability for any brokers' or
finders' fees or commissions in connection with the merger
contemplated by this Agreement for which the other party is or
would be liable. Each of the parties agree to indemnify and hold
harmless the other from and against any commission, fee or claim
of any person employed or retained by it to bring about the
merger contemplated hereby or to represent it in connection
therewith.
6. Conditions to Obligations of the Parties. All obligations
of the parties under this agreement are subject to the
fulfillment or satisfaction, prior to or at Closing, of each of
the following conditions precedent (all of which may be waived):
(a) each of the representations and warranties of the parties
herein being true and correct in all material respects on the
date hereof and as of the Closing, and each of the parties having
performed or complied with all agreements and covenants contained
in this agreement to be performed or complied with by it or
either of them, as the case may be, prior to or at the Closing;
(b) neither Tucson Acquisition and Development nor Casterbridge
Management issuing any stock, changing its capital structure or
incurring any debt in an amount more than $10,000;
(c) neither Tucson Acquisition and Development nor Casterbridge
Management's being precluded by an order or preliminary or
permanent injunction of a court of competent jurisdiction from
consummating the merger pursuant to this agreement (each party
agreeing to use its reasonable best efforts to have any such
injunction lifted);
(d) there not having been any statute, rule or regulation
enacted or promulgated by any government body or agency after the
date hereof which is applicable to the merger pursuant to this
agreement which would render the consummation of the merger
illegal; and
(e) Tucson Acquisition and Development preparing and filing no
later than December 31, 2001 of an S-4 registration
statement/information statement notifying the Casterbridge
Management shareholders of the merger. Further, such
registration statement shall have been declared effective by the
Securities and Exchange Commission, and the shareholders of
Casterbridge Management shall have, by a majority vote, approve
the merger.
7. Survival of Representations, etc. All representations,
warranties and agreements made herein shall survive any
investigation made by Tucson Acquisition and Development and
Casterbridge Management and shall survive the Closing.
8. Termination. This agreement may be terminated:
(a) on the date specified in a writing executed by Casterbridge
Management and Tucson Acquisition and Development;
(b) by Casterbridge Management, upon written notice to Tucson
Acquisition and Development, if any representation or warranty
made in this agreement by Tucson Acquisition and Development
shall have been false or incorrect in any material respect when
made or shall have become false or incorrect in any material
respect thereafter, of if Tucson Acquisition and Development
shall fail to perform or observe any material covenant or
agreement made by Tucson Acquisition and Development in this
agreement; or
(c) by Tucson Acquisition and Development, upon written notice
to Casterbridge Management, if any representation or warranty
made in this agreement by Casterbridge Management shall have been
false or incorrect in any material respect when made or shall
have become false or incorrect in any material respect hereafter,
or if Casterbridge Management shall fail to perform or observe
any material covenant or agreement made by it in this agreement.
9. Miscellaneous.
9.1 Binding Effect; Assignment. This agreement shall inure to
the benefit of and be binding upon the parties hereto, their
respective legal representatives and successors. This agreement
may not be assigned.
9.2 Further Assurances, Cooperation. Each party shall, upon
reasonable request by the other party, execute and deliver any
additional documents necessary or desirable to complete the
merger pursuant to and in the manner contemplated by this
agreement. The parties hereto agree to cooperate and use their
respective best efforts to consummate the transactions
contemplated by this agreement.
9.3 Entire Agreement; Absence of Representation. This agreement
constitutes the entire agreement between the parties hereto and
supersedes all prior arrangements, understandings, and
agreements, oral or written, between the parties hereto with
respect to the subject matter hereof. Casterbridge Management
and Daniel Hodges acknowledges that in acquiring the securities
in the merger hereunder, it and each of them has relied only upon
the representations and warranties expressly made in this
agreement and that no other statements, representations or
warranties, oral or written, expressed or implied, have been made
or relied upon in connection with such acquisitions or as an
inducement therefor.
9.4 Execution in Counterparts. This agreement may be executed
in counterparts, each of which shall be deemed an original and
all of which shall be deemed to be one and the same instrument.
9.5 Notices. All notices, requests, permissions, waivers and
communications hereunder shall be in writing and shall be deemed
to have been duly given when delivered in person, by telegram,
telex, facsimile transmission or by mail (registered or certified
mail, postage prepaid, return receipt requested) to the
respective parties at the following respective addresses or to
such other addresses as any party hereto shall specify in a
notice to the other parties hereto in accordance with the terms
hereof:
If to Casterbridge Management:
Attention: Daniel L. Hodges
Casterbridge Management Inc.
2102 N. Donner Ave.
Tucson, Arizona 85749
Facsimile Transmission: (520) 731-9892
If to Tucson Acquisition and Development:
Attention: Jeffrey S. Utsch
Tucson Acquisition and Development Corp.
6141 N. Pomona
Tucson, Arizona 85704
Facsimile Transmission: (520) 791-0793
9.6 Amendments and Waivers. This agreement may not be modified
or amended except by an instrument or instruments in writing
signed by the party against whom enforcement of any such
modification or amendment is sought. Tucson Acquisition and
Development may, by an instrument in writing, waive compliance by
Casterbridge Management with any term or provision of this
agreement on the part of any of them to be performed or complied
with. Casterbridge Management may, by an instrument in writing,
waive compliance by Tucson Acquisition and Development with any
term or provision of this agreement on the part of Tucson
Acquisition and Development to be performed or complied with.
Any waiver of a breach of any term or provision of this agreement
shall not be construed as a waiver of any subsequent breach.
9.7 Headings; Severability. The headings contained in this
agreement are for convenience of reference only and shall not
affect the interpretation or construction hereof. Any term or
provision of this agreement which is invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and
provisions of this agreement or affecting the validity or
enforceability of any of the terms or provisions of this
agreement in any other jurisdiction. If any provision of this
agreement is so broad as to be unenforceable, such provision
shall be interpreted to be only so broad as in enforceable.
9.8 Governing Law. This Agreement shall be construed (both as
to validity and performance) and enforced in accordance with and
governed by the laws of the State of Nevada applicable to
agreements made and to be performed wholly within such
jurisdiction and without regard to conflicts of laws.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of this 21st day of September, 2001.
CASTERBRIDGE MANAGEMENT INC.
By:
Daniel L. Hodges, President
TUCSON ACQUISITION AND DEVELOPMENT CORPORATION
By:
Jeffrey S. Utsch, President
Exhibit 5.1
December 4, 2001
Casterbridge Management, Inc.
2102 N. Donner Road
Tucson, AZ 85749
Gentlemen:
I refer to the Registration Statement on Form S-4, the
"Registration Statement" filed by Casterbridge Management, Inc.,
a Nevada corporation (the "Company"), with the United States
Securities and Exchange Commission under the Securities Act of
1933, relating to the offer by the Company of 250,000 shares of
common stock, no par value per share (the "Stock").
As counsel to the Company, I have examined such corporate
records, documents and questions of law as I have deemed
necessary or appropriate for the purposes of this opinion. In
such examinations, I have assumed the genuineness of signatures
and the conformity to the originals of the documents supplied to
me as copies. As to various questions of fact material to this
opinion, I have relied upon statements and certificates of
officers and representatives of the Company.
Upon the basis of this examination, I am of the opinion that
the 250,000 shares of Stock offered by the Company, when sold in
accordance with the terms set forth in the Registration
Statement, have been validly authorized, will be legally issued,
fully paid, and non-assessable.
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection
with the registration of the Registered Securities for offer and
sale in those states.
Sincerely,
/s/ Christopher H. Dieterich
Christopher H. Dieterich
Exhibit 23.1
Included within Exhibit 5.1 (Opinion of Counsel)
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on this Form S-4 of our report dated
January 19, 2001 on our audit of the financial statements of
Casterbridge Management, Inc. as of December 31, 2000 and 1999.
We consent to the incorporation by reference in this registration
statement on this Form S-4 of our report dated August 6, 2001 on
our review of the financial statements of Casterbridge
Management, Inc. as of June 31, 2001 and 2000. We also consent
to the reference to our firm under the caption "Experts" in this
registration statement on this amendment one to the Form S-4.
/s/ Robison, Hill & Company
Robison, Hill & Company
Salt Lake City, Utah
December 6, 2001
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on this Form S-4 of our report dated July
16, 2001 on our audit of the financial statements of Tucson
Acquisition & Development Corporation as of December 31, 2000 and
1999, and our review of their financial statements as of June 31,
2001 and 2000. We also consent to the reference to our firm
under the caption "Experts" in this registration statement on
this amendment one to the Form S-4.
/s/ Robison, Hill & Company
Robison, Hill & Company
Salt Lake City, Utah
December 6, 2001