SEC Info - Newtech Brake Corp - ‘10SB12G/A’ on 10/1/99

SEC Info℠

Home

Help

Please Sign In

Newtech Brake Corp – ‘10SB12G/A’ on 10/1/99

On: Friday, 10/1/99 · Accession #: 946790-99-42 · File #: 0-26949

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/01/99  Newtech Brake Corp                10SB12G/A              1:19K                                    Heller Horowitz F… PC/FA

Amendment to Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          15     38K 
                          Small-Business Issuer                                  

10SB12G/A 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
FORM 10-SB/A      

AMENDMENT NO. 2 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
 Under Section 12(b) or (g) of the
 Securities Exchange Act of 1934

INTERNET VIP, INC.
(Name of Small Business Issuer in its charter)

Delaware                                                   (I.R.S. Employer     
(State or other jurisdiction of                             Identification No.) 
incorporation or organization)                                                

1155 University St., Suite 602,  Montreal,  Canada H3B 3A7 (Address of principal
executive offices) (Zip Code)                                                   

Telephone Number (514) 876-9222         Fax Number (514) 876-1001               

Securities to be registered under Section 12(b) of the Act:                     

Title of each class        Name of each exchange on which     
to be so registered        each class is to be registered     

Securities to be registered under Section 12(g) of the Act:   

Common Stock, $.0001 par value
(Title of Class)

10SB12G/A 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
INTERNET VIP, INC. AND SUBSIDIARY                                               
         (a development stage company)

             CONSOLIDATED FINANCIAL STATEMENTS
   AS OF FEBRUARY 28, 1999
          TOGETHER WITH AUDITORS' REPORT

10SB12G/A 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
                                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of                                                          
Internet VIP, Inc.:                                                             

We have audited the  accompanying  consolidated  balance  sheet of Internet VIP,
Inc. (a Delaware  corporation)  and  subsidiary as of February 28, 1999, and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for the period from inception (November 13, 1998) to February 28,
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 audit.                                                  

We conducted our audit 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 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  Internet  VIP,  Inc.  and
subsidiary  as of February 28,  1999,  and the results of their  operations  and
their cash flows for the period from  inception  (November 13, 1998) to February
28, 1999, in conformity with generally accepted accounting principles.          

As  discussed  in Note 1 to the  financial  statements,  the  Company  is in the
development  stage  and  its  continued  existence  is  dependent  on  obtaining
additional financing for its operations. The Company's plans in regards to these
matters are also described in Note 1. In addition,  the Company faces risks as a
development stage company. The success of the Company's operations is influenced
by  these  risks  as  more  fully  described  in  Note 1.  These  matters  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The accompanying financial statements do not include any adjustments relating to
the  recoverability  and classification of recorded asset amounts or the amounts
and  classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.                                          

/s/ ARTHER ANDERSEN LLP                                                         

New York, New York                                                              
June 1, 1999                                                                    

10SB12G/A 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
                                   INTERNET VIP, INC. AND SUBSIDIARY

                                   (a development stage company)

                                  CONSOLIDATED BALANCE SHEET

                                   FEBRUARY 28, 1999

ASSETS

CURRENT ASSETS:                                                                 
Cash and cash equivalents                                    $        223,624   
Other current assets                                                      801   
                                                              ------------
Total current assets                                                  224,425   

DEPOSIT ON ACCOUNT OF PROPERTY AND EQUIPMENT                           25,000   
                                                              ------------
Total assets                                                 $        249,425   
                                                              ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                                            
Accrued expenses                                              $        68,258   
                                                           ---------------
Total current liabilities                                              68,258   
                                                           ---------------

STOCKHOLDERS' EQUITY:                                                           
Common Stocks, $0.0001 par value; 50,000,000 shares authorized; 20,874,800      
shares issued and 2,087 outstanding                                             
Additional paid-in capital                                            498,090   
Deferred compensation                                                (100,000)  
Accumulated deficit                                                             
                                                                   (219,010)
Total stockholders' equity                                            181,167   
                                                          ----------------
Total liabilities and stockholders' equity                   $        249,425   
                                                          ================

The  accompanying  notes  are an  integral  part of this                        
balance sheet.                                                                  

10SB12G/A 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
                                   INTERNET VIP, INC. AND SUBSIDIARY

                                   (a development stage company)

                                  CONSOLIDATED STATEMENT OF OPERATIONS

                FOR THE PERIOD FROM INCEPTION (NOVEMBER 13, 1998) TO
FEBRUARY 28, 1999                   

OPERATING EXPENSES:                                                             
General and administrative expenses                              $   219,010    
Total operating expenses                                             219,010    
Net loss                                                         $  (219,010)   

BASIC AND DILUTED NET LOSS PER SHARE                             $     (0.01)   
                                                            ==============

WEIGHTED AVERAGE COMMON STOCK OUTSTANDING -                      $=             
BASIC AND DILUTED                                                  20,143,332   
                                                                ==========

The accompanying notes are an integral part of this statement.

10SB12G/A 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
                                   INTERNET VIP, INC. AND SUBSIDIARY

                                   (a development stage company)

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM INCEPTION (NOVEMBER 13, 1998) TO FEBRUARY 28, 1999

DO TABLES LATER                                                                 

                                                        [Enlarge/Download Table]

                                                                                                                       

                                          Common Stock         Additional                                     Total    
                                     Number of     Amount       Paid-in        Deferred      Accumulated  Stockholders'
                                      Shares                    Capital      Compensation      Deficit        Equity   

BALANCE, November 13, 1998         $      -        $   -        $  -         $    -          $    -        $     -     

Issuance of Common Stocks to         18,772,600      1,877         -              -               -           1,877    
founders                                                                                                               

Issuance of Common Stocks in a                                                                                         
private placement ($0.05 per                                                                                           
share)                                1,184,000        118       59,082           -               -          59,200    

Issuance of Common Stocks for                                                                                          
consulting services                     200,000         20       99,980    (100,000)              -             -      

Issuance of Common Stocks in a                                                                                         
private placement ($0.5 per                                                                                            
share), net of issuance costs of                                                                                       
$20,000                                 718,200         72      339,028           -               -         339,100    

Net loss                                   -            -             -           -        (219,010)       (219,010)   

BALANCE, February 28, 1999           20,874,800      2,087      498,090    (100,000)       (219,010)        181,167    
                                     ==========      =====      =======     ========        ========        =======    

         The accompanying notes are an integral part of this statement.                                                


10SB12G/A 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
                                   INTERNET VIP, INC. AND SUBSIDIARY

                                   (a development stage company)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION (NOVEMBER 13, 1998) TO FEBRUARY 28, 1999

CASH FLOWS FROM OPERATING ACTIVITIES:                                           
Net loss                                                              $(219,010)
Adjustments to reconcile net loss to net cash used in operating activities-     
Changes in operating assets and liabilities-                                    
     Other current assets                                                  (801)
    Accrued expenses                                                    68,258
                  Net cash used in operating activities                (151,553)

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
Deposit on account of property and equipment                            (25,000)
                  Net cash used in investing activities                 (25,000)

CASH FLOWS FROM FINANCING ACTIVITIES:                                           
Stockholders' capital contribution, net                                 400,177 
                 Net cash provided by financing activities             400,177
                 Net increase in cash and cash equivalents             223,624

CASH AND CASH EQUIVALENTS, beginning of period                             -    

CASH AND CASH EQUIVALENTS, end of period                               $223,624 

NONCASH FINANCING ACTIVITIES:                                                   
Common stock issued for consulting services                            $100,000 

The  accompanying  notes are an integral  part of this statement.     

10SB12G/A 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
                                   INTERNET VIP, INC. AND SUBSIDIARY

                                   (a development stage company)

                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   FEBRUARY 28, 1999

10SB12G/A 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
ORGANIZATION                                                                    

Internet  VIP,  Inc. was  incorporated  in the state of Delaware on November 13,
1998.  Internet  VIP,  Inc.  and its  wholly  owned  subsidiary,  V.I.  Internet
Telecommunications,  Inc., a Canadian corporation (together, the "Company") were
formed to sell long  distance  international  telephone  services  using the new
technology,  VIP-Voice over Internet  Protocol.  From its strategically  located
switching center in Montreal, Canada, calls can be routed from anywhere in North
America to anywhere in the world.  The first phase of operations  will encompass
calls from Montreal to St. Petersburg and Moscow, and vice versa.               

         Initially  Internet  VIP Inc.  will  operate  through its wholly  owned
Canadian subsidiary  corporation,  V.I. Internet  Telecommunications Inc. ("V.I.
Internet").  V.I. Internet will own and operate the Canadian  switching centers.
Additionally,  V.I. Internet will own 80% of two Russian joint-venture entities,
which were  established  to manage the Company's  centers in St.  Petersburg and
Moscow.  The remaining 20% of the Russian  joint-venture  companies are owned by
the Division of the Russian Ministry of Interior,  in the case of Moscow, and by
the BaltUnexim Bank in the case of St. Petersburg.                              

The Company is in the  development  stage.  It is not currently  generating  any
revenues  from  operations  and is therefore  dependent on external  sources for
financing  its  operations.  The Company  completed,  subsequent to February 28,
1999, a private  placement.  Subsequent  net  proceeds  from the issuance of the
equity were approximately  $450,000.  Management expects these proceeds together
with its estimated  revenues in fiscal year 1999 to be sufficient to finance the
Company's  operations  through  fiscal  year  1999.  However,  there  can  be no
assurance  that the Company will succeed in executing its plan and obtaining the
financing necessary for its operations.                                         

The Company faces risks as a development  stage  company.  These risks  include,
among others,  uncertainty of product  acceptance,  sales and distribution risk,
competition,  risk of errors,  and quality and price of its products compared to
alternative  products and service.  Additionally,  other factors such as loss of
key  personnel  could  impact the  future  results of  operations  or  financial
condition of the Company.                                                       

All of the  aforementioned  matters raise  substantial doubt about the Company's
ability to continue as a going concern.                                         

10SB12G/A 10th Page of 15 TOC 1st Previous Next ↓Bottom Just 10th
SUMMARY OF SIGNIFICANT                                                    
ACCOUNTING POLICIES                                                       

Principles of Consolidation                                                     

The consolidated financial statements include the accounts of Internet VIP, Inc.
and its wholly owned subsidiary,  V.I. Internet and its Russian  joint-ventures.
Material   intercompany  balances  and  transactions  have  been  eliminated  in
consolidation.                                                                  

Use of Estimates                                                                

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make 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.                                                    

Foreign Currency                                                                

The Company  accounts  for foreign  currency in  accordance  with  Statement  of
Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency  Translation,"
for operating  subsidiaries.  The  functional  currency of the Company's  wholly
owned subsidiary is the U.S. dollar.                                            

Per Share Data                                                                  

SFAS No. 128, "Earnings per Share,"  establishes new standards for computing and
presenting  earnings per share (EPS). The standard  requires the presentation of
basic EPS and diluted EPS. Basic EPS is calculated by dividing income  available
to common  shareholders by the weighted average number of shares of common stock
outstanding  during the period.  Diluted EPS is  calculated  by dividing  income
available to common shareholders by the weighted average number of common shares
outstanding adjusted to reflect potentially dilutive securities.                

Cash and Cash Equivalents                                                       

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.                        

Fair Value of Financial Instruments                                             

The carrying value of cash and cash equivalents approximates fair value.        

Organizational and Development Costs                                            

Organizational and development costs are expensed as incurred.                  

10SB12G/A 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
Income Taxes                                                                    

The  Company  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes." Under the asset and liability  method of SFAS No.
109,  deferred  tax assets and  liabilities  are  recognized  for the future tax
consequences attributable to differences between the financial statement and tax
bases of assets  and  liabilities.  Deferred  tax  assets  and  liabilities  are
measured  using tax rates  expected  to apply to taxable  income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS No.  109,  the effect of a change in tax rates on  deferred  tax assets and
liabilities  is  recognized in income in the period in which the tax rate change
takes place.                                                                    

Recently Issued Accounting Standards                                            

Additionally,  in June 1997,  the FASB issued SFAS No. 131,  "Disclosures  About
Segments of an Enterprise and Related  Information." This statement  establishes
standards for the way the public business  enterprises  report information about
operating  segments  in annual  financial  statements  and  requires  that those
enterprises  report selected  information  about  operating  segments in interim
financial  reports  issued to  shareholders.  This  statement is  effective  for
financial statements for periods beginning after December 15, 1997, and need not
be applied to interim  periods in the initial year of  application.  Comparative
information for earlier years presented is to be restated. The Company currently
believes that it operates in one segment and that the adoption of this statement
will not have an impact on the Company's financial statement.                   

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards  requiring that every derivative  instrument be recorded in
the balance  sheet as either an asset or  liability  measured at its fair value.
SFAS No. 133 requires that changes in the derivative's  fair value be recognized
currently in earnings  unless specific hedge  accounting  criteria are met. SFAS
No. 133 is effective for fiscal years beginning after June 15, 1999. The Company
currently does not use derivatives and, therefore, this new pronouncement is not
applicable.                                                                     

PRIVATE PLACEMENT                                                               

In January  1999,  the Company  offered to sell, in a private  placement,  up to
1,900,000 shares of its Common Stock,  $0.0001 par value, at a price of $.50 per
share, of which 718,200 shares were sold by February 28, 1999. Proceeds from the
offering are held in an  unrestricted  escrow  account and  transferable  to the
Company upon demand.  At February 28, 1999  $115,000 held in escrow are included
in cash and cash  equivalents.  Subsequent  to February  28,  1999,  the Company
issued an additional 925,400 shares in connection with this offering.           

INCOME TAXES                                                                    

At February 28, 1999, the Company has net operating  losses  available to offset
future income for book and tax purposes of approximately $200,000.              

10SB12G/A 12th Page of 15 TOC 1st Previous Next ↓Bottom Just 12th
The loss carryforwards  expire in February 2019. The annual utilization of these
loss  carryforwards  will be  substantially  limited if there are changes in the
Company's ownership.                                                            

The Company has  provided a valuation  allowance  for the full amount of the tax
benefit   associated  with  the  loss   carryforwards  due  to  the  uncertainty
surrounding their realization.                                                  

COMMITMENTS AND CONTINGENCIES                                             

10SB12G/A 13th Page of 15 TOC 1st Previous Next ↓Bottom Just 13th
Lease Commitment                                                                

The Company  leases  office space from a related  party,  for the period  ending
January 2001, under an operating lease. Future minimum annual lease payments are
as follows:                                                                     

For the year ending February 28:            
                2000                                         $        48,600
                2001                                                  44,550
                                                             ---------------
                                                             $        93,150

Rent expense for the period from  inception  (November 13, 1998) to February 28,
1999 was $4,050.                                                                

Consulting Agreements                                                           

In December 1998, the Company entered into a four-year consulting agreement with
Nais Corp.,  a related  party,  according  to which Nais Corp.  will provide the
Company with financial and business public relations consulting services. Future
minimum annual fees are as follows:                                             

For the year ending February 28:            
                2000                                         $        72,000
                2001                                                  72,000
                2002                                                  72,000
                2003                                                  60,000
                                                             ---------------
                                                             $       276,000

In February 1999, the Company entered into a one-year consulting  agreement with
Global Asset Management Group, Inc.  ("Global  Asset"),  a Florida  Corporation.
According to the contract,  Global Asset will provide the Company with financial
consulting  services in  consideration to 200,000 shares of the Company's Common
Stock,  the fair market value of which was $100,000 at the date of the contract.
The Company recorded the consulting fees as deferred compensation, which will be
amortized over the contract period (one year).                                  

10SB12G/A 14th Page of 15 TOC 1st Previous Next ↓Bottom Just 14th
Equipment Purchase Agreement                                                    

The Company purchased revenue generating equipment in the amount of $280,000, of
which  $25,000 was paid in advance by  February  28,  1999.  The  equipment  was
received and installed by the Company subsequent to February 28, 1999.          

Facilities Management Agreement                                                 

In  February  1999,  the  Company  entered  into  a  five-year   agreement  with
Bridgepoint  Enterprises  ("Bridgepoint"),  according to which  Bridgepoint will
provide the Company with facilities for its equipment as well as maintenance and
technical support for such equipment for variable monthly consideration.  Future
estimated minimum annual fees are as follows:                                   

For the year ending February 28:            
                2000                                         $        96,000
                2001                                                  96,000
                2002                                                  96,000
                2003                                                  96,000
                2004                                                  96,000
                                                             ---------------
                                                             $       480,000

Telecommunication Service Agreement                                             

In June 1999,  the  Company  entered  into a  one-year  service  agreement  with
Metrocom,   a  Russian  company,   according  to  which  Metrocom  will  provide
telecommunication  services to the Company for a monthly charge of approximately
$40,000.                                                                        

6.  RELATED PARTIES                                                             

         The Company received  consulting  services from related  parties.  Fees
paid for such services were  approximately  $14,000 in the period from inception
(November 13, 1998) to February 28, 1999.                                       

10SB12G/A Last Page of 15 TOC 1st Previous Next ↓Bottom Just 15th
SIGNATURES                                                                      

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
Registrant caused this registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.                                         

                  INTERNET VIP, INC.

Date:   October 1, 1999                        /s/                              

                                  Dr. Ilya Gerol, Chairman and CEO
                         (Chief Executive Officer)

Date:   October 1, 1999                       /s/                               

                                    Michael MacInnis, CFO and Director
                         (Chief Financial Officer)

Date:   October 1, 1999                       /s/                               
                                      Derek LaBell, President and Director

Date:   October 1, 1999                      /s/                                
                                       Viatcheslav Makarov, V P and Director

10SB12G/A	1st Page of 15	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

10SB12G/A	2nd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 2nd

10SB12G/A	3rd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 3rd

10SB12G/A	4th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 4th

10SB12G/A	5th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 5th

10SB12G/A	6th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 6th

10SB12G/A	7th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 7th

10SB12G/A	8th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 8th

10SB12G/A	9th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 9th

10SB12G/A	10th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 10th

10SB12G/A	11th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 11th

10SB12G/A	12th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 12th

10SB12G/A	13th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 13th

10SB12G/A	14th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 14th

10SB12G/A	Last Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 15th

Dates Referenced Herein

		Referenced-On Page
This ‘10SB12G/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/1/99	15		None on these Dates
	6/15/99	11
	6/1/99	3
	2/28/99	2	14
	11/13/98	3	14
	12/15/97	11
				List all Filings

↑Top

Filing Submission 0000946790-99-000042 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Newtech Brake Corp – ‘10SB12G/A’ on 10/1/99

On: Friday, 10/1/99 · Accession #: 946790-99-42 · File #: 0-26949

Previous ‘10SB12G’: ‘10SB12G/A’ on 9/21/99 · Next: ‘10SB12G/A’ on 4/7/00 · Latest: ‘10SB12G/A’ on 11/7/00

Amendment to Registration of Securities of a Small-Business Issuer — Form 10-SBFiling Table of Contents

Dates Referenced Herein

Amendment to Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents