UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
INAMCO INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 72-1359595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 Montrose Ave., South Plainfield, NJ 07080
(Address of principal executive offices) (Zip Code)
(908) 754-4880
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, $.0001 par value NASDAQ
Title of each class to be so registered Name of each exchange
on which each class
is to be registered
Securities to be registered pursuant to Section 12(g) of the Act: None
INAMCO INTERNATIONAL CORP.
INDEX
No. Page
Item 1. Business
Item 2. Financial Information
Item 3. Properties
Item 4. Security Ownership of Certain
Beneficial Owners and Management
Item 5. Directors and Executive Officers
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Legal Proceedings
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters
Item 10. Recent Sales of Unregistered Securities
Item 11. Description of Registrant's Securities to be Registered
Item 12. Indemnification of Directors and Officers
Item 13. Financial Statements and Supplementary Data
Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
Item 15. Financial Statements and Exhibits
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
This Form 10 includes forward-looking statements. These
forward-looking statements involve a number of risks and
uncertainties. They include statements about the Company's
strategy and goals, and other statements that are not historical
facts. Some of the statements are preceded by the words
"intends," "will," "plans," "expects," "anticipates,"
"estimates," "aims," and "believes" or similar words. For these
statements, the Company claims the protection of the Private
Securities Litigation Reform Act of 1995. Readers of the Form 10
are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date on which they
are made. The Company undertakes no obligation to update publicly
or revise any forward-looking statements. Actual events or
results may differ materially from the Company's expectations.
Important factors that could cause actual results to differ
materially from those stated or implied by the forward looking
statements include, but are not limited to, the following: the
ability to complete, if at all, within a reasonable time period;
future quarterly or annual financial results; the timing, success
and cost of research and development, and out-licensing
endeavors.
Item 1. BUSINESS.
General development of business.
Inamco International Corp. ("Inamco", the "Company", "Registrant") has
yet to commence full-scale operations. It is, and has been focused
primarily on the future completed acquisition of an existing
pharmaceutical company.
The Company has been in existence for a period of less than five (5)
years, and to date, there has been limited general development of
Inamco since its acquisition of Omni Assets, Inc., on October 26, 1999.
In January 2000, the Company purchased the name of "Inamco
International Corp.", and began discussions with an existing
pharmaceutical company to purchase its hard assets. However, after
many months of negotiations, it was understood by all parties that the
purchase of any assets could only be consummated at a later date. In
February 2000, the Company changed it name from "Omni Assets, Inc." to
"Inamco International Corp.", and also changed its listing symbol from
"OMNA" to "IICO". Currently the Company's common stock trades on the
NASDAQ Bulletin Board. The Company has never had any subsidiaries.
The Company is currently not the subject of, or engaged in, any
bankruptcy, receivership or similar proceedings. There has been no
material reclassification, merger, consolidation, or any acquisition or
disposition of any material amount of assets to or from the Company.
Plan of operation.
Financial information about segments. The information required by this
item requires the use of forward-looking statements that involve risks,
uncertainties and assumptions. All forward-looking statements included
in this document are based on information available on the date of this
document, Inamco assumes no obligation to update any forward-looking
statements contained in this Form 10. Inamco is a "start-up" company
as defined by the Financial Accounting Standards Board Statement No. 7.
Presently, it has no assets, liabilities, operating activities and/or
revenue. However, the following independent segment information
describes how the US Market is expected to reach $330 billion by the
Year 2006; this should have a positive affect on the Company if a
proper merger candidate is found and Inamco is able to penetrate the
pharmaceutical market:
US market to reach $330 billion in 2006
Driven by continuing strong price growth, the value of the US
pharmaceutical market is expected to top $330 billion in 2006,
according to the recently released IMS Market Prognosis International
2002-2006 (the new name for Pharma Prognosis International). The US
market will thus account for over 60% of the total Market Prognosis
International market, up from 56% in 2001. US per capita expenditure on
drugs will reach well over $1,000, which will be double the expenditure
in Japan and three times that in the UK.
US to Increase Dominance
The 11 countries that make up the Market Prognosis International region
- - the USA, Japan, Germany, France, Italy, the UK, Spain, Canada,
Australia, Belgium and Switzerland - account for over 75% of the global
pharmaceutical market by value. The USA is by far the most important of these
markets, with 56% of the 11 combined markets in 2001, and will become even more
dominant over the next five years, on the basis of Market Prognosis forecasts.
With annual double-digit growth rates, the US market will grow to make up over
60% of the Market Prognosis International market in 2006. Meanwhile, the
next-largest national pharmaceutical market, Japan, is forecast to virtually
stand still, with low single-digit growth. The Japanese market was three times
the size of the third biggest market (Germany) in 2001, but, beleaguered by
continuing economic stagnation, it is forecast to be just twice the size of the
third-biggest market (France) in 2006. The French and German markets will remain
virtually neck and neck in terms of value, with France just inching ahead of
Germany due to slightly higher growth over the prognosis period. The Italian
market, with sales growth of well over 10%, will pull further ahead of the UK,
where an expected weakening of sterling will help to peg growth to single
digits.
Strong US growth driven by price growth
US pharmaceutical sales growth from 2001-2006 will be driven by price increases,
according to Market Prognosis International, with the USA being the only market
with a positive forecast price growth trend; in the other countries covered by
Market Prognosis International, the trend in average prices will be negative.
These trends are in real terms - in other words, the effect of inflation has
been removed to make price changes comparable across countries with different
inflation rates. This positive price trend will reinforce the image of the USA
as the most attractive market for the pharmaceutical industry. The countries
where the industry will be hardest hit by price deflation are Australia, Belgium
and Spain. These countries are already difficult environments to operate in,
with prices over the last five years showing annual average declines, in real
terms, of over 2%. Similar declines are expected over the five-year prognosis
period, making them less attractive still.
According to Market Prognosis International, it is possible that the
forecast US price trend is over-optimistic, while the trends in the
other countries could be over-pessimistic. It says that companies in
the USA could suffer if politicians there decide that there is no
justification for the higher prices charged in the USA, and that US
consumers are being "taken for a ride" by the rest of the world. On the
other hand, the negative trends in some European countries could be
changed if pharmaceutical companies could persuade governments that
their current pricing policies are driving investment to the USA.
However, given the numerous pricing measures being considered in most
countries, IMS Market Prognosis International says that it is more
likely that the US forecast will prove to be optimistic than that
forecasts for the other countries prove to be pessimistic.
Copyright IMS HEALTH, 27 March 2002, Source: IMS Market Prognosis 2002-
2006
Narrative description of business. At present, the Company has yet to
commence any operations and is seeking a proper merger and acquisition
candidate to significantly augment its current status within the
pharmaceutical drug sector. The proper candidate will be an
established pharmaceutical company that presently manufactures and
distributes certain generic over-the-counter ("OTC") drugs. The
candidate will need to have the ability to manufacture generic drugs
whose equivalents are Actifed (R), Allerest(R), Anacin(R), Co-Tylenol (R),
Exlax(R), Sudafed(R), and NyQuil(R). The candidate will also be in the
position to produce other OTC drugs and/or "grand-fathered"
prescription medications.
Generic pharmaceuticals, as a whole, have the same chemical and
therapeutic properties as their brand-named counterparts. Although
typically less expensive, they are required to meet the same
governmental standards as the brand-name drug, and most must receive
approval from the appropriate regulatory authority prior to manufacture
and sale. A manufacturer cannot produce or market a generic
pharmaceutical until all relevant patents (and any additional
government-mandated market exclusivity periods) covering the original
brand-name product have expired.
Once a merger and/or acquisition has been consummated, Inamco will be
in a position to sell its products to distributors (both domestic and
international), hospitals, and large buying groups. The Food and Drug
Administration ("FDA") oversees the manufacture of both brand-name and
generic pharmaceuticals, and the production of these drugs is usually
subject to:
(1) An approved New Drug Application ("NDA") which allows the
medication to state both its safety and effectiveness;
(2) Marketed under an NDA for safety only;
(3) Marketed without an NDA; or
(4) Marketed pursuant to over-the-counter monograph regulations.
For generic pharmaceuticals being manufactured for both safety and
effectiveness, prior to marketing, these drugs must undergo and pass an
Abbreviated New Drug Application ("ANDA"). The Company realizes that
in order to get approval from the FDA via an ANDA, all drug product
applications will need to include: data relating to product
formulation, raw material suppliers, stability information,
manufacturing techniques, packaging, labeling, and quality control
information. Those drugs subject to an ANDA under the Drug Price
Competition and Patent Term Restoration Act of 1984 (the "Waxman-Hatch
Act") must also contain bio-equivalency data. Generics can also be
marketed by adhering to FDA enforcement policies, or be subject to an
over-the-counter drug review monograph process.
If a successful merger and acquisition is consummated, it is the
Company's belief that all OTC medicines being produced will have prior
FDA approvals, which will give the Company the ability to spend a
minimal amount of time and capital on research and development before
raw materials reach the manufacturing stage.
Inamco will have also identified many different sourcing chemical
companies where raw materials will be purchased in bulk for the
manufacture of their generic pharmaceuticals. All raw chemicals needed
are readily available; however, it will be the Company's intention to
always be conscious of pricing, for certain chemical companies will
give discounts when buying in bulk and placing continual orders.
Inamco will benefit from the fact that the pharmaceutical industry is
non-cyclical and the need for quality OTC drugs is always present.
After a merger and acquisition has been consummated, the Company will
have its good manufacturing procedures ("GMP") certification issued by
the FDA. This certification will allow Inamco to produce a complete
retail line of OTC pharmaceuticals for immediate sale to its clientele.
Coinciding with the expected revenues generated, Inamco will also
submit several different ANDA applications to the FDA, so that it may
manufacture certain prescription medication and add considerable profit
potential to its entire pharmaceutical operation.
It will be Inamco's intention not to have a single customer or group of
customers comprising more than 20% of its revenue stream. The Company
will continue to add to its client base by tendering offers through
certain buying groups, municipalities, government agencies, and
hospital and retail distributors. This will ensure enough of a
customer base, so that the loss of any one client will not
significantly affect the Company's revenue stream.
Since the Company has yet to begin any operations, it has no backlogged
orders or government contracts subject to renegotiation or termination.
At present the Company has no competition as well. It is contemplated,
however that if a merger and acquisition is successful, the Company
will have competition with other manufacturers of generic
pharmaceuticals. These competitors will probably have substantially
greater capital resources than Inamco, as well as seasoned sales and
marketing teams in place. It is the Company's belief that its primary
competition will come from Alpharma, Inc., Barr Laboratories, Inc., and
Geneva Pharmaceuticals, Inc. However, the generic market is
currently estimated to account for approximately 11% of all global
pharmaceutical sales, based on published reports included herein, and
this figure is anticipated to rise dramatically as branded drugs come
off-patent within the next decade. It will also be one of Inamco's
commitments to bring niche products to market that its competition
currently finds to burdensome to manufacture.
Inamco has not spent any monies on company-sponsored research and
development activities, and there are no plans to do so in the
foreseeable future. Once a merger and acquisition is consummated, the
Company will be in compliance with all federal, state and local
provisions with respect to the manufacture of generic pharmaceuticals.
The FDA will oversee and enforce compliance for good manufacturing
practices, and the Company's facility will be located in a properly
zoned manufacturing area. And, although the Company presently has no
employees, it is estimated that a minimum of 3 doctors of pharmacology
and 10 technicians will be employed.
Financial information about geographic areas. The information required
by this item requires the use of forward-looking statements that
involve risks, uncertainties and assumptions. All forward-looking
statements included in this document are based on information available
to us on the date of this document. Inamco assumes no obligation to
update any forward-looking statements contained in this Form 10.
Inamco is a "start-up" company as defined by the Financial Accounting
Standards Board Statement No. 7. Presently, it has no assets,
liabilities, operating activities and/or revenue. However, the
following provides information about the financial growth of the
industry in certain geographical areas in which Inamco plans to market
its products:
Regions
Drug sales through retail pharmacies in thirteen key markets closed at
$223.6 billion, a 10% growth for the twelve-month period from March
2000 through to February 2001.
* Retail pharmacy drug sales for the 13 major markets had a 10%
sales growth, as per last month. Sales in the top five European markets
down a percentage point to a 7% growth rate. All European countries in
our survey had growth as per last month.
* North America continues to experience the most significant
growth, posting 15% sales growth and $105.7 billion in sales in the 12
months to February, up a percentage point on last month.
* Japan's growth rate dropped this month back to 3% at $50.9
billion in the 12 months to February 2001.
The three Latin American Markets dropped two percentage points in
growth from last month to 7% at $13.4 billion. This result was aided by
a growth rate 18% reported for Mexico, again the highest country growth
rate in our survey. Argentina, continue to show no negative growth for
the third month running.
Source: IMS Monthly Midas. Any use of this information must be sourced
to IMS HEALTH.
Risks Inherent in a Development Stage Company. The Company was
acquired on October 26, 1999. Since inception it has been engaged
almost exclusively in organizational activities and has just recently
begun the search for a pharmaceutical merger candidate, so that it may
enter into the generic pharmaceutical manufacturing industry.
Accordingly, as a transitional development stage company, the Company
has had no operating history upon which an evaluation of the Company's
prospects can be made. Consequently, the likelihood of success of the
Company must be considered in view of all of the risks, expenses and
delays inherent in the establishment of a new business, including, but
not limited to, expenses and delays of an ongoing business that has
commenced, slower than anticipated manufacturing and marketing
activities, the uncertainty of market assimilation of the Company's
product and other unforeseen factors.
No Operating History; Losses. The Company has had no business
operations and no prior operating history. The Company anticipates
that it will incur losses and generate negative cash flow once a merger
and acquisition has been consummated. At this time, the Company has no
revenues; and there is no assurance that the Company will ever have
revenues or be profitable or achieve positive cash flow from
operations.
Dependence Upon Key Personnel. The success of the Company depends, in
part, upon the successful performance of its president and secretary,
Mr. Varges George (a/k/a George Varges). Although the Company has
entered into a comprehensive employment contract with Mr. George, and
the Company intends to employ additional qualified executives,
employees and consultants having significant experience delivering the
business expertise needed, if Mr. George fails to perform any of the
duties undertaken by him for any reason whatsoever, the ability of the
Company to manufacture, market and distribute their products would be
adversely affected. The Company may seek in the future to secure and
maintain key man insurance on Mr. George; there is no assurance,
however, that such insurance will in fact be obtained. Moreover, the
Company believes there are available qualified managerial and other
personnel in sufficient numbers to properly staff the facilities and
offices of the Company, but there can be no assurance that the Company
will be able to attract sufficient qualified personnel.
Regulation. The Company, as well as all participants in the generic
over the counter pharmaceutical industry, must comply with the rules
and regulations of the Food and Drug Administration. ("FDA"). The
manufacture of generic drugs is governed by FDA regulations and
protocols. Such regulations and protocols are subject to change.
Therefore, the Company's approach to certification may require
modifications to adjust for future regulatory change. Furthermore, the
Company's future activities (although less intense than more
established pharmaceutical manufacturers who are principally engaged in
the manufacture of controlled drug products) are subject to extensive
regulation not only by the FDA, but comparable state regulatory and
foreign health authorities.
No Audit or Other Independent Review of Financial Information. The
financial information for the Company has not been reviewed by a
certified public accountant, nor has any certified public accountant
reviewed or otherwise assisted in the preparation of the financial
information included herein. Although the Company's management has
used its good faith best efforts in the preparation of such
information, there is no assurance that the financial information
provided herein is fully complete, and the presentation of such
information may not be in compliance with generally accepted accounting
principles.
General Business Conditions. The business operations of the Company
may be adversely affected by the economic and business factors to which
businesses generally are subject, many of which are beyond the control
of the Company.
Competition. There are manufacturing entities that currently offer
products and services similar to those proposed by the Company. These
entities may have greater financial and personnel resources than the
Company. Manufacture and use of generic over the counter ("OTC") drugs
throughout the United States is on the increase. The generic OTC
manufacturing industry, in general, is dominated by a small number of
companies, which are well known to the public. The Company believes
that as a manufacturer of a broad-based generic drug line, both
wholesale and retail, it will be able to compete with the better known
brands of OTC generic drugs. Although the Company considers itself
favorably positioned to compete in this market niche, there can be no
assurance that other competing entities currently operating in the
Company's proposed regional areas, or that may open in the future in
these regions, will not adversely affect the Company's profitability.
Effects on Fluctuations in Generic Drug Costs and Availability. The
Company intends to purchase premium grade raw materials for use in its
generic drug manufacturing enterprise. Such unprocessed natural
products will be obtained from third party sources and manufacturing
sub-contractors. The price and availability of these raw materials are
subject to numerous factors not within the Company's control including:
weather conditions, policies of foreign countries and/or trade
restrictions as well as the status of the worldwide demand for generic
drug ingredients. In the event the Company cannot timely acquire its
raw materials from third party entities, the Company's ability to ship
its products and service to its targeted markets on a timely basis, if
at all, would be negatively affected.
Reliance on Outside Suppliers. The Company intends to purchase its raw
materials and supplies from independent sources. For some time it will
remain dependent upon such outside sources for all of its unprocessed
natural products. There can be no assurance that these sources will be
able to provide adequately for the current and future needs to the
Company. In the event that any of the Company's proposed suppliers
should suffer quality control problems, lack of raw materials or
financial difficulties, the Company would be required to find
alternative sources for its product lines. The likelihood that the
Company will identify a broad base of alternatives sources is good.
The time lost in seeking and acquiring additional and newer sources,
however could adversely affect the Company's revenues and
profitability.
Product Liability. The testing, marketing and sale of generic
pharmaceuticals entail an inherent risk of allegations of product
liability, and there can be no assurance that product liability claims
will not be asserted against the Company. Inamco may incur product
liability due to product failure or improper use of products by the
user. The Company intends to obtain product liability insurance that
should be adequate for future operations. There can be no assurance,
however, that the amount of insurance, once obtained, will be
sufficient to fully insure against claims that may be made against the
Company.
The Generic Drug Enforcement Act of 1992. Which was amended to the FDC
Act, gives the FDA six ways to penalize any entity that engages in the
wrongdoing with respect to the development and/or manufacture of a
generic drug, or the purposefully faulty submission of an ANDA, which
include, but are not limited to:
1) Permanently or temporarily prohibit alleged wrongdoers from
submitting or assisting in the submission of an ANDA;
2) Temporarily deny approval of, or suspend applications to market
particular generic drugs;
3) Suspend the distribution of all drugs approved or developed pursuant
to an invalid ANDA;
4) Withdraw approval of an ANDA;
5) Seek civil penalties; and/or
6) Significantly delay the approval of any pending ANDA from the same
party.
At present, the Company has never been the subject of any enforcement
action by the FDA (and/or otherwise), and it is the intention of the
Company to acquire a pharmaceutical entity that itself has had no
previous problems with the FDA. There can be no assurances, however,
that restrictions and/or fines will not be imposed on Inamco in the
future.
Available information. Inamco has not filed any registration
statement(s) under the Securities Act of 1933 since its acquisition of
Omni Assets, Inc., on October 26, 1999. However, any statements,
including this "Form 10", may be viewed by contacting the Securities
and Exchange Commission, Public Reference Room, located at 450 Fifth
Street, N.W., Washington, D.C. 20549. 1-800-SEC-0330.
Reports to Security Holders. To date, Inamco has not provided any
annual reports to securities holders since its acquisition of Omni
Assets, Inc., on October 26, 1999, and/or at any other time. An annual
report, that will contain financial information examined by a certified
public accountant, will be made available to securities holders and the
general public as mandated by the SEC and stock exchange rules and
regulations.
Enforceability of Civil Liabilities Against Foreign Persons. Inamco is
not a foreign private issuer filing any registration statements under
the Securities Act of 1933.
Item 2. FINANCIAL INFORMATION.
Inamco is a "start-up" company as defined by the Financial
Accounting Standards Board Statement No. 7. Presently, it has no
assets, liabilities, operating activities and/or revenue. Inamco has
yet to commence full-scale operations, and is focused primarily on the
future acquisition and merger with an existing pharmaceutical company.
Management's Discussion and Analysis of Financial condition and Results
of Operations.
This discussion and analysis contains forward-looking statements that
involve risks, uncertainties and assumptions. Inamco assumes no
obligation to update any forward-looking statement contained in this
Form 10.
Inamco at present is a company that is in search of a
merger/acquisition candidate in the generic pharmaceutical sector. The
Company's management has not prepared a formal Management's Discussion
and Analysis of Financial Condition and Results of Operations. Such a
written presentation could provide important information regarding the
financial condition, liquidity and capital resources of the Company.
The Company is still in the developing stage, and has had no resources
to date. Consequently, the Company will need infusions of working
capital either in the form of equity investments, loans or otherwise,
in order to merger/acquire a pharmaceutical concern.
The Company has had no change in its financial condition as a result of
any operations, nor is there any liquidity, capital resources, results
of operation, financial statements for any interim periods, material
changes in financial position, or material changes from the result of
operations.
Quantitative and Qualitative Disclosures About Market Risk.
The Company is not exposed to any market risk due to the fact that it
does not own any risk sensitive instruments; that is inclusive of cash
and the fluctuations that interest rates play on cash equivalents and
short term investments.
Item 3. PROPERTIES.
The information required for this item contains forward-looking
statements that involve risks, uncertainties and assumptions. Inamco
assumes no obligation to update any forward-looking statement contained
in this Form 10.
Inamco has yet to commence full-scale operations and is focused
primarily on the future acquisition of an existing pharmaceutical
company. The Company presently does not have any assets or
liabilities, including any property or long-term lease agreements. It
is the understanding of the Company's president, that if Inamco is able
to consummate a merger and/or acquisition of a pharmaceutical company,
that future company will have facilities suitable enough for the
research and development, manufacture, and warehousing of generic
medicines.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Security ownership of certain beneficial owners.
As of May 9th, 2002, the Company had a total number of shares
outstanding equal to Twenty Seven Million Six Hundred Thousand
(27,600,000). The following table provides information pertaining to
owners of more than five percent of any class of the Company's voting
stock.
(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percentage of
of Beneficial Owner of Beneficial Owner Ownership
Common A Inamco Services Corp.* 12,947,487 46.91%
801 Montrose Ave.
South Plainfield, NJ 07080
Common A Advanced Diagnostics Inc.* 8,326,403 30.17%
801 Montrose Ave.
South Plainfield, NJ 07080
Security ownership of management.
As of May 9th, 2002, the Company had a total number of shares
outstanding equal to Twenty Seven Million Six Hundred Thousand
(27,600,000). The following table provides information pertaining to
shares beneficially owned by all directors and nominees.
(1) (2) (3) (4)
Title of Class Name and Position Amount and Nature Percentage of
of Beneficial Owner of Beneficial Owner Ownership
Common A Varges George* 1,000,000 3.62%
President/Secretary
*It should be noted that Mr. Varges George is the sole shareholder of
Inamco Services Corp., and Advanced Diagnostics Inc., as described
herein. Accordingly, Mr. George has direct control of approximately
80.70% of the Company's outstanding common stock.
Item 5. DIRECTORS AND EXECUTIVE OFFICERS.
Identification of directors.
At present, Inamco has not nominated or chosen anyone to become a
director of the Company.
Identification of executive officers.
At present, Mr. Varges George, age 45, is the sole executive to the
Company. He serves in the capacity of both president and secretary.
He has been the sole executive of the Company since the acquisition of
Omni Assets, Inc. by the Company on October 26, 1999. At present, Mr.
George has no arrangements or understandings between he and any other
parties with respect to the Company except those that are stated
herein.
Identification of certain significant employees.
At present, the Company has no employees or understanding with any
persons acting as production managers, sales managers, or research
scientists who are in any way associated with Inamco.
Family relationships.
There are no relationships between family members of the sole executive
and the Company.
Business experience.
Mr. Varges George is currently the president; and majority shareholder
of Inamco Services Corp. This management company owns and operates two
separate and distinct companies: Medicos Laboratories, Inc. and
Advanced Diagnostics, Inc., descriptions of which are as follows:
Medicos Laboratories, Inc. operates primarily as a laboratory engaged
in the development and manufacture of non-prescription generic drugs.
Among the products being produced are: clinical chemical reagents,
tablets, chewable tablets, capsules, liquids and powders.
Advanced Diagnostics, Inc. is dedicated to the research, development
and manufacturing, and marketing of diagnostic test kits. The company
sells its products through wholesalers, private label distributors,
drug chain stores, health maintenance organizations ("HMO's"), hospital
buying groups, and local, state and federal government agencies. This
company produces such products as: pregnancy tests, allergy indicators,
Strep A Testing, ovulation and fertility testing, tumor markers, drugs
of abuse diagnostic kits, and infectious diseases tests.
Mr. Varges holds a Master of Business Administration degree from the
Siddharth Institute of Industry and Administration of Bombay, India.
Mr. George, an accountant by training, has comprehensive knowledge of
import-export markets and of financial operations which has enabled him
to work in fast-paced, highly diversified environments, orchestrating
international transactions involving millions of dollars with such
multi-national conglomerates as IBM, Xerox, Amoco Oil and Minnesota
Mining and Manufacturing. Mr. George was formerly Finance and
Administration Manager for Al Orooba Technical Trading Co. of the
United Arab Emirates, Financial Manager for Sayco Establishment of the
United Arab Emirates, Chief Accountant for Step International Marketing
Co. of Bombay, India, and Accountant for St. George Automobiles and
Thankappan and Madhu, both of Kerala, India.
Directorships.
At present, the Company has no directors or understanding with any
persons acting as directors who are in any way associated with Inamco.
Involvement in certain legal proceedings.
The sole executive of Inamco, Mr. Varges George, nor any other entity
with which he may be involved, has not filed any petitions under the
Federal bankruptcy laws or any state insolvency laws. He has never
been convicted of a crime, nor named in any criminal proceeding, nor
the subject of any order, judgment, or decree, that would permanently
or temporarily enjoin him from: acting as a futures commission
merchant, introducing broker, or any other sanctioned NASD licensed
person. He has never been barred permanently or temporarily from
engaging in any type of business practice, or engaging in any activity
in connection with the purchase or sale of any security or commodity.
Promoters and control persons.
The Company has had no need to employ and/or invoke the services of a
promoter.
Item 6. EXECUTIVE COMPENSATION.
Summary of Cash and Certain Other Compensation
The following table sets forth certain information concerning the
compensation paid by the Company for services rendered to the Company
in all capacities for the fiscal years ended December 31, 2001, 2000
and 1999 by the Company's Chief Executive Officer:
Summary Compensation Table
Long Term
Annual Compensation Compensation Awards
Class "A"
Other Annual Common Stock All Other
Name and Position Year Salary(1) Compensation owned by Principal Compensation
- ------------------ ----- ---------- --------------- ------------------ ---------------
Varges George 2001 $ - $ - 1,000,000 sh. $ -
President 2000 - - 1,000,000 sh. -
1999 - - 1,000,000 sh. -
In accordance with the rules of the SEC, the compensation described in
the above table does not include medical, group life insurance or any
other benefit that could be received by the sole Executive Officer of
the Company. Furthermore, there has been no compensation awarded to,
earned by, or paid to any person since the Company's acquisition of
Omni Assets, Inc., on October 26, 1999.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Transactions with management and others.
The Company has not been involved with or privy to any transactions
with any persons and/or business entities since the Company's
acquisition of Omni Assets, Inc., on October 26, 1999. The acquisition
of Omni (Omni being defined as a "non-operating public shell"), in
essence, was by a privately owned operating company, and for reasons of
filing this Form 10, that transaction was deemed as a capital purchase
by a privately-held business. Since that purchase, Inamco has been
dormant with the exception of the limited amount of activity as
described in Item. 1 "BUSINESS" - "General development of business"
above.
Certain business relationships.
The Company's sole executive, Mr. Varges George, is currently the
president and sole shareholder of Inamco Services Corp. This
management company owns and operates two separate and distinct
companies: Medicos Laboratories, Inc. and Advanced Diagnostics, Inc.,
descriptions of both company's stated herein above under Item 5.
"DIRECTORS AND EXECUTIVE OFFICERS" - "Business Experience" of Mr.
Varges George.
Although the Company's sole executive officer is the owner, of record,
of Inamco Services Corp., Medicos Laboratories, and Advanced
Diagnostics, neither he nor any entity has made payment, nor
contributed to the Company's gross revenues or assets in any way
whatsoever since the acquisition of Omni Assets, Inc. on October 26,
1999.
The Company's sole executive, Mr. Varges, is not a member of, or of
counsel to, a law firm, nor is he a partner to an investment banking
firm, where such a company would need a retainer in order to perform
certain services to Inamco.
Indebtedness of management.
The sole executive of Inamco, Mr. Varges George, has not been indebted
to the Company in any way whatsoever.
Transactions with promoters.
The Company has had no need to employ and/or invoke the services of a
promoter.
Item 8. LEGAL PROCEEDINGS
None either historically or presently.
Item 9. MARKET PRICE OF AND DIVIDENS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
Market information.
Our common stock has traded on the Nasdaq pink-sheets under the symbol
"IICO". The following table sets forth, for the period indicated, the
high and low bid quotations for the common stock as reported by Nasdaq.
HIGH LOW
YEAR ENDED DECEMBER 31, 2000
THIRD QUARTER (FROM JULY 28, 2000) $2.50 $1.75
FOURTH QUARTER $1.80 $1.10
HIGH LOW
YEAR ENDED DECEMBER 31, 2001
FIRST QUARTER $1.15 $.22
SECOND QUARTER $.28 $.05
THIRD QUARTER $.08 $.05
FOURTH QUARTER $.05 $.05
As of April 26, 2002 there were 94 registered stockholders of record of
the Company's common stock.
Dividends
The Company has never declared or paid any cash dividends on its
capital stock and does not anticipate paying any cash dividends in the
foreseeable future.
Securities authorized for issuance under equity compensation plans.
The Company has never declared or authorized the issuance of any common
stock for the purposes of a compensation plan, and does not anticipate
on doing so in the foreseeable future.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES.
Securities sold.
None.
Underwriters and other purchasers.
None.
Consideration.
On October 27, 1999, the president and majority shareholder, Mr. Varges
George, owned approximately Eighty percent (80%) of the Company. It
was his option to divide his ownership in the Company via the following
manner:
i) An employment contract to himself for One Million shares;
ii) A contribution to Inamco Services Corp., which he is the sole
owner, for 12,947,487; and
iii) A contribution to Advanced Diagnostics, Inc., which he is the sole
owner, for 8,326,403
On May 23, 2000, a total of 25,000 shares of restricted common stock
were issued to H Neil Broder for legal services rendered; and
On November 10, 2000, a total of 68,245 shares of restricted common
stock were issued to Calvin Moore as compensation.
For services rendered, a consultation firm (Royal Capital) received
compensation in the form of restricted common shares of stock rather
than cash. This firm obtained their shares for rendering general
corporate advisory services to the Company in connection with the
Company's efforts to expand its business operations, mergers, joint
ventures and acquisitions. They also assisted in providing guidance in
selecting appropriate resources for legal documents and the
establishment of escrow accounts. Any relationship with Royal Capital
or its principals has been terminated.
As of April 26, 2002, the Company had paid out a total of 2,355,365
restricted common shares to Royal Capital as per their agreement. It
is the Company's further understanding, that their consultants deemed
it proper, to name certain third party's as receivers of their
restricted shares. A listing is as follows:
On March 24, 2000, a total of 10,000 shares of restricted common stock
were issued to Peter Bonafide via the request of Royal Capital;
On March 29, 2000, a total of 10,000 shares of restricted common stock
were issued to Brian Amery via the request of Royal Capital;
On March 29, 2000, a total of 75,000 shares of restricted common stock
were issued to Henry Book via the request of Royal Capital;
On March 29, 2000, a total of 15,000 shares of restricted common stock
were issued to Bruce Deichl via the request of Royal Capital;
On March 29, 2000, a total of 25,000 shares of restricted common stock
were issued to Rick Deichl via the request of Royal Capital;
On March 29, 2000, a total of 600,000 shares of restricted common stock
were issued to Leslie Gonda & Susan Gonda Family Trust via the request
of Royal Capital;
On March 29, 2000, a total of 150,000 shares of restricted common stock
were issued to Carl Henn via the request of Royal Capital;
On March 29, 2000, a total of 75,000 shares of restricted common stock
were issued to Robert Klein via the request of Royal Capital;
On March 29, 2000, a total of 25,000 shares of restricted common stock
were issued to Frank Milnar via the request of Royal Capital;
On March 29, 2000, a total of 10,000 shares of restricted common stock
were issued to Larry Ross via the request of Royal Capital;
On March 29, 2000, a total of 25,000 shares of restricted common stock
were issued to William Scanlan via the request of Royal Capital;
On March 29, 2000, a total of 125,000 shares of restricted common stock
were issued to Anthony Schweiger via the request of Royal Capital;
On March 29, 2000, a total of 25,000 shares of restricted common stock
were issued to Byrom Zuckerman via the request of Royal Capital;
On May 17, 2000, a total of 500,000 shares of restricted common stock
were issued to Bruce Deichl via the request of Royal Capital;
On May 17, 2000, a total of 500,000 shares of restricted common stock
were issued to Jerry Swon via the request of Royal Capital;
On November 10, 2000, a total of 25,000 shares of restricted common
stock were issued to John Goldstein via the request of Royal Capital;
and
On November 10, 2000, a total of 160,365 shares of restricted common
stock were issued to Royal Capital.
Exemption from registration claimed.
None.
Terms of conversion or exercise.
None.
Use of proceeds.
Since the merger of Omni Assets, Inc. by the Company on October 26,
1999, there has been no sale of registered or unregistered stock for
cash by the Company to any person(s) or entity.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Our authorized capital stock consists of 50,000,000 shares of Common
Stock, par value $0.001 per share (the "Common Stock"). As of May
16, 2002, there were issued and outstanding 27,600,000 shares of Common
Stock
The holders of Common Stock are entitled to one vote for each share on
all matters submitted to a vote of stockholders, they do not have
cumulative voting rights. Accordingly, the holders of a majority of
the stock entitled to vote in any election of directors may elect all
of the directors standing for election. Subject to the preferences
that may be applicable to any then outstanding Preferred Stock, the
holders of Common Stock will be entitled to receive such dividends, if
any, as may be declared by the Board from time to time out of legally
available funds. Upon the liquidation, dissolution, or winding up of
the Company, the holders of Common Stock will be entitled to share
ratably in all assets of the Company that are legally available for
distribution, after payment of all debts and other liabilities and
subject to the prior rights of holders of any preferred stock then
outstanding. The holders of Common Stock have no preemptive,
subscription, redemption, or conversion rights.
TRANSFER AGENT AND REGISTRAR. The transfer agent and registrar for the
Common Stock is the InterWest Stock Transfer & Trust Company, Salt Lake
City, Utah.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws provide that directors and officers shall be, and at
the discretion of the Board of Directors, non-officer employees may be,
indemnified by the Company to the fullest extent authorized by Delaware
law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service
for or on behalf of the company and further permits the advancing of
expenses incurred in defending claims. This provision does not alter a
director's liability under the Federal securities laws. In addition,
this provision does not affect the availability of equitable remedies,
such as an injunction or rescission, for breach of fiduciary duty.
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
None. Inamco is a "start-up" company as defined by the
Financial Accounting Standards Board Statement No. 7. Presently, it
has no assets, liabilities, operating activities and/or revenue.
Inamco has yet to commence full-scale operations and is focused
primarily on the future merger/acquisition of an existing
pharmaceutical company.
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
During the acquisition of Omni Assets by the Company, Sobel & Co., LLC
acted as the Company's certified public accounts. They provided, to
the Company, audited balance sheets, related statements of operations,
stockholders' deficiency and cash flow statements for the year ended
December 31, 1999. Since that time, the Company has had no assets,
liabilities, operating activities, or revenue and has no need to employ
the services of an accountant. Prior reports from the auditors did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles except for a modification that describes substantial doubt
surrounding the Company's ability to continue as a going concern.
During the two most recent fiscal years, there have not been any
disagreements with the auditors on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure.
Item 15. FINANCIAL STATEMENTS AND EXHIBITS.
None. Inamco is a "start-up" company as defined by the Financial
Accounting Standards Board Statement No. 7. Presently, it has no
assets, liabilities, operating activities and/or revenue. Inamco has
yet to commence full-scale operations and is focused primarily on the
future acquisition of an existing pharmaceutical company.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
INAMCO INTERRNATIONAL CORP.
By: /s/ Varges George
---------------------
Name: Varges George
Title: President, Secretary,
Principal Accounting Officer
And Director
Date: January 10, 2002
INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
YEARS ENDED DECEMBER 31, 2001 AND 2000
EIGHT MONTHS ENDED AUGUST 31, 2002 (UNAUDITED)
Report of Independent Certified Public Accountants. . . . . . . . . . . . . F1
Financial Statements:
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F2
Statements of Operations. . . . . . . . . . . . . . . . . . . . . . . . . F3
Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . F4
Statements of Stockholders' Deficiency. . . . . . . . . . . . . . . . . F5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . F6-F7
-F-
KAHN BOYD LEVYCHIN, LLP
-----------------------
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
99 WALL STREET, NEW YORK, NY 10005
212.843.4100
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
BOARD OF DIRECTORS AND STOCKHOLDERS
INAMCO INTERNATIONAL CORP.
We have audited the accompanying balance sheet of INAMCO INTERNATIONAL CORP. (A
Development Stage Company) as of December 31, 2001 and 2001, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of INAMCO INTERNATIONAL CORP., as
of December 31, 2001 and 2000, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
KAHN BOYD LEVYCHIN, LLP
New York, New York
December 3, 2002
-F1-
INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 2001 and 2000
August 31,
2002 December 31,
--------- ------------
(Unaudited) 2001 2000
--------- ---- ----
ASSETS
Current Assets
Cash $ 26 $ 38 $ 343
--------- --------- ---------
Total Current Assets 26 38 343
Other Assets 213 213 213
--------- --------- ---------
Total Assets $ 239 $ 251 $ 556
========= ========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Current Liabilities
Accounts payable and accrued expenses $ 15 $ 1,668 $ 1,148
--------- --------- ---------
Total Current Liabilities 15 1,668 1,148
Due to Officer/Shareholder 4,068 1,900 2,200
--------- --------- ---------
Total Liabilities 4,083 3,568 3,348
STOCKHOLDERS' DEFICIENCY
Common Stock, $.00001 par value
Authorized: 50,000,000 shares
Issued and Outstanding: 27,600,000 276 276 276
Additional paid-in capital 22,804 22,804 22,804
Deficit Accumulated in the Development Stage (26,924) (26,397) (25,872)
--------- --------- ---------
Total Shareholders' Deficiency (3,844) (3,317) (2,792)
--------- --------- ---------
$ 239 $ 251 $ 556
========= ========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F2-
INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
December 31, 2001 and 2000
Inception
January 17, 1993 8 Months Ended
to August 31,2002 August 31,2002 Year Ended December 31,
----------------- -------------- ---------------------------
(Unaudited) (Unaudited) 2001 2000
---- ----
Net Sales $ - $ - $ - $ -
Cost of Goods Sold - - - -
------------------ --------------- ------------ -------------
Gross Profit - - - -
Costs and Expenses
Bank Charges and Miscellaneous 2,268 527 525 1,215
Professional and Consulting Fees 24,657 - - 11,157
------------------ --------------- ------------ -------------
26,925 527 525 12,372
------------------ --------------- ------------ -------------
Net Loss $ (26,925) $ (527) $ (525) $ (12,372)
================== =============== ============ =============
Weighted Average Number of Shares
Outstanding 8,364,975 27,600,000 27,600,000 25,871,020
------------------ --------------- ------------ -------------
Loss Per Share (A) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
------------------ --------------- ------------ -------------
(A) Loss per share less that $.01
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F3-
INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
December 31, 2001 and 2000
Inception
January 17, 1993 8 Months Ended
to August 31,2002 August 31,2002 Year Ended December 31,
----------------- -------------- --------------------------
(Unaudited) (Unaudited) 2001 2000
---- ----
Cash flows from operating activities:
Net loss $ (26,925) $ (527) $ (525) $ (12,372)
Adjustments to reconcile net loss to net cash used in
operating activities
Change in accrued expenses 15 (1,653) 520 1,148
----------------- -------------- ------------ ------------
Net cash used for operating activities (26,910) (2,180) (5) (11,224)
----------------- -------------- ------------ ------------
Cash flows from investing activities:
Change in other assets (213) - - (213)
----------------- -------------- ------------ ------------
Net cash used for investing activities (213) - - (213)
----------------- -------------- ------------ ------------
Cash flows from financing activities:
Loans from officer/shareholder, net of repayments 4,068 2,168 (300) 2,200
Restricted common stock issued in payment of expenses 22,868 - - 9,367
Issuance of restricted common stock in connection
with merger agreement 213 - - 213
----------------- -------------- ------------ ------------
Net cash provided by financing activities 27,149 2,168 (300) 11,780
----------------- -------------- ------------ ------------
NET INCREASE (DECREASE) IN CASH 26 (12) (305) 343
Cash at beginning of period - 38 343 -
----------------- -------------- ------------ ------------
Cash at end of period $ 26 $ 26 $ 38 $ 343
================= ============== ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F4-
INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY Deficit
December 31, 2001 and 2000 Accumulated
Additional in the
Common Stock $.00001 Par Value Paid-In Development
Shares Amount Capital Stage Total
---------------- ------------ -------- --------- ---------
Issuance of restricted common stock for services 437,500 $ 4 $ 1,996 $ - $ (2,000)
Net Loss for the year ended December 31, 1983 - - - (2,000) -
---------------- ------------ -------- --------- ---------
Balance at December 31, 1983 437,500 4 1,996 (2,000) (2,000)
Issuance of restricted common stock for services 1,850,000 19 11,481 (11,500)
Net Loss for the year ended December 31, 1997 - - - (11,500) -
---------------- ------------ -------- --------- ---------
Balance at December 31, 1997 2,287,500 23 13,477 (13,500) -
Net Loss for the year ended December 31, 1998 - - - - -
---------------- ------------ -------- --------- ---------
Balance at December 31, 1998 2,287,500 23 13,477 (13,500) -
Net Loss for the year ended December 31, 1999 - - - - -
---------------- ------------ -------- --------- ---------
Balance at December 31, 1999 2,287,500 23 13,477 (13,500) (12,372)
Net Loss for the year ended December 31, 2000 - - - (12,372) 9,353
Issuance of restricted common stock for services 2,600,000 26 9,327 - 227
Issuance of restricted common stock in connection
with merger agreement 22,712,500 227 - - (2,792)
---------------- ------------ -------- --------- ---------
Balance at December 31, 2000 27,600,000 276 22,804 (25,872) (5,584)
Net Loss for the year ended December 31, 2001 - - - (525) (3,317)
---------------- ------------ -------- --------- ---------
27,600,000 276 22,804 (26,397) (8,901)
The following information is unaudited:
---------------------------------------
Net Loss for the 8 months ended August 31, 2002 - - - (527) (3,844)
---------------- ------------ -------- --------- ---------
Balance at August 31, 2002 (Unaudited) 27,600,000 $ 276 $ 22,804 $(26,924) $(12,745)
================ ============ ======== ========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT
-F5-
INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2001 and 2000
Eight Months Ended August 31, 2002 (Unaudited)
NOTE A - ORGANIZATION
Inamco International Corp. ("the Company") was incorporated in Delaware on
January 17, 1983 originally as Omni Assets, Inc. ("Omni"). On October 26, 1999,
Inamco International Corp. ("Inamco"), a Delaware corporation, merged with Omni
in a transaction solely for stock. Pursuant to the merger agreement, 1,000
shares of the original Inamco were exchanged for 22,712,500 shares of Omni,
Inamco terminated its corporate existence and, in February 2000, the name of
Omni was changed to Inamco International Corp.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
1. BASIS OF ACCOUNTING
Financial statements are prepared on the accrual basis of accounting.
2. USE OF ESTIMATES
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
3. CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.
4. INCOME TAXES
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. This
statement requires, among other things, an asset and liability approach for
financial accounting and reporting of deferred income taxes. In addition, the
deferred tax liabilities and assets are required to be adjusted for the effect
of any future changes in the tax law or rates. Deferred income taxes arise from
temporary differences resulting in the basis of assets and liabilities for
financial reporting and income tax purposes. A valuation allowance is provided
if the Company is uncertain as to the realization of deferred tax assets.
-F6-
INAMCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2001 and 2000
Eight Months Ended August 31, 2002 (Unaudited)
5. LOSS PER SHARE
Statement of Financial Accounting Standards No. 128 (SFAS No. 128), Earnings per
Share, specifies the computation, presentation and disclosure requirements for
earnings per share for entities with publicly held common stock or potential
common stock.
Net loss per common share - basic and diluted is determined by dividing the net
loss by the weighted average number of shares of common stock outstanding.
NOTE C - DEVELOPMENT STAGE COMPANY
The Company is in the development stage as defined in Financial Accounting
Standards Board Statement No. 7. It has not commenced full scale operations and
has insignificant assets and liabilities. Since inception, the Company did not
have any revenues or earnings. The future success of the Company is dependent on
obtaining a viable business opportunity and /or merger candidate. The Company is
seeking a merger candidate who manufactures and distributes certain generic
over-the-counter drugs. Management is seeking additional investment capital to
support its entrance into a new business opportunity or merger.
NOTE D - RELATED PARTY TRANSACTIONS
1. DUE TO OFFICER/SHAREHOLDER
Since the merger in 1999, Varges George, President and majority shareholder,
loaned the Company $4,968 ($2,800 in 2000 and $2,168 in 2002) for payment of
operating expenses. The Company has paid back $900 ($600 in 2000 and $300 in
2001) leaving a balance of $4,068 at August 31, 2002.
NOTE E - INCOME TAXES
Temporary differences and carryforwards give rise to deferred tax assets and
liabilities. The principal components of the deferred tax assets relate to net
operating loss carryforwards. At December 31, 2001, the Federal net operating
loss carryforwards were approximately $27,000. The net operating loss
carryforwards expire at various dates through 2021, and because of the
uncertainty in the Company's ability to utilize the net operating loss
carryforwards, a full valuation allowance was provided at December 31, 2001 and
2000, and at August 31, 2002. Corporate income tax returns have not been filed
since 1999.
-F7-