UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 2002
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 000-29595
MERCHANTPARK COMMUNICATIONS, INC.
(Name of small business issuer in its charter)
Nevada 88-0441332
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2162 Acorn Court, Wheaton Ill. 60187
(Address of principal executive offices) (Zip Code)
Issuers telephone no.: (630) 462-2079
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Check whether the issuer (1) filed all reports required to be filed in
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of the Registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [x]
State the issuers revenues for its most recent fiscal year. $ 14,925.00
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and ask prices of such stock as of a specified date within
60 days.
$962,095.00 (based on price of $0.05 per share as of December 31, 2002.)
State the number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date.
Class Outstanding as of December 31 2002
Common Stock, $.001 Par Value 32,341,876
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format. Yes [ ] No [X ]
1
MERCHANTPARK COMMUNICATIONS
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matter to a Vote of Security Holders
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Managements Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
PART III
Item 9. Directors, Executive Officers, Promoters and Control persons.
Compliance with Section 16(a)of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K
SIGNATURES
2
PART I
This document includes statements that may constitute forward-looking
statements made pursuant to the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company would like to caution
readers regarding certain forward-looking statements in this document and in
all of its communications to shareholders and others, press releases,
securities filings, and all other communications. Statements that are based
on managements projections, estimates and assumptions are forward-looking
statements. The words believe, expect, anticipate, intend, and similar
expressions generally identify forward-looking statements. While the Company
believes in the veracity of all statements made herein, forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies and known and unknown risks. Many of
the uncertainties and contingencies can affect events and the Company's
actual results and could cause its actual results to differ materially
from those expressed in any forward-looking statements made by, or on
behalf of, the Company.
Item 1. Description of Business
The Company was incorporated October 14, 1999 in the State of Nevada
as Westnet Communications Group, Inc., for the purpose of developing a
special interest worldwide web site as a development stage company. In mid
2000, the Company realized it needed additional capital to further its
business plan either from sale of equities or an industry affiliate.
In February of 2001 the Company signed a Letter of Intent to
acquire Merchantpark Communications, Inc., a Nevada corporation.
Merchantpark appeared to have much larger capital availability and in
the e-2b & e-2e business solution business.
Westnet agreed to acquire Merchantpark with a Plan of Reorganization
by issuing 14,244,690 shares of common stock for the trade style and assets
subject to the liabilities of that company. Westnet issued 14,285,400 shares
of common stock to the shareholders of Merchantpark in exchange for
14,285,400 shares of common stock Merchantpark had outstanding. The
transaction was ratified by the Westnet shareholders at a meeting on March
29, 2001. The Westnet name was changed to Merchantpark Communications,
Inc., at the same meeting. The stock was issued on April 15, 2001. Pursuant to
the reverse merger reorganization Westnet was the legal survivor and
Merchantpark was the accounting survivor. The consolidated Companies
filed the appropriate Forms 8-K, 8-KAs and subsequent 10-Qs for June 30 and
September 30, 2001.
Business
The company was engaged in the development of proprietary software for
subsequent licensing to small business end users. In 2002 the company
discontinued the development of the software and in 2003 entered into
agreements to pursue the identifying and subsequent development of oil and gas
properties. In 2004 , development commenced on one property.
Item 2. Description of Property(s)
(a) The Company operates from premises shared and supplied by the
company President at no cost to the Company. The premises are adequate to
represent the interests of the Company until such time as additional space is
required.
3
(b) In January 2004, the company entered into a development and
operating agreement providing it with an option to acquire a 50% working
interest in a 1000 acre property located in Corsicana Texas. The option was
acquired through Armen Energy LLC a privately held company in which Mr.
Francis R. Biscan Jr. President of the company in 2003, holds a minority
interest. The area is reported to be in a good position to oil rich production
areas of shallow oil sands which is reported to have produced several
million barrels of oil since the 1950's. Using modern completion and
stimulation technologies exploratory wells will be drilled to review three
target zones 2 classified as exploratory and 1 developmental. In June 2004
drilling commenced on the property..
Item 3. Legal Proceedings
The Company is not subject to any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year covered by this report, no matters were
submitted to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
As of December 31, 2002, the company was in classified as being in
arrears on filing matters and was suspended from trading on the OTC:BB until
such time as filings were brought up to date. During this period the company
applied for sponsorship on the NQB: Pink Sheets and now trades on this market.
As of December 31, 2002, the Company had issued and outstanding 37,296,900
shares of common stock outstanding and there were approximately 97
shareholders of record.
The ability of an individual shareholder to trade their shares in
a particular state may be subject to various rules and regulations of that
state. A number of states require that an issuers securities be registered
in their state or appropriately exempted from registration before the
securities are permitted to trade in that state. Presently, the Company
has no plans to register its securities in any particular state The Company
Common Stock is subject to the provisions of Section 15(g) and Rule 15g-9 of
the Securities Exchange Act of 1934, as amended (the Exchange Act),
commonly referred to as the penny stock rule. Section 15(g) sets forth,
certain requirements for transactions in penny stock and Rule 15g-9(d) (1)
incorporates the definition of penny stock as that term is used in Rule
3a51-1 of the Exchange Act
The Securities and Exchange Commission (the Commission generally defines
penny stock to be any equity security that has a market price less than
$5.00 per share, subject to certain exception. Rule 3a51-1 provides that
any equity security is considered to be a penny stock unless that security
is: registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation on the
NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share), or
the issuers net tangible assets; or exempted form the definition by the
Commission. As Company shares are deemed to be a penny stock, trading in
4
the shares will be subject to additional sales practice requirements, on
broker-dealers, who, sell penny stocks to person other than established
customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and
must have received the purchasers written consent to the transaction
prior to the purchase. Additionally, for any transaction involving penny
stock, unless exempt, the rules require the delivery, prior to the first
transaction, of a risk disclosure document relating to the penny stock
market. A broker dealer must also disclose the commissions payable to both
the broker-dealer and the registered representative, and current quotations
for the securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in the account
information on the limited market in penny stocks. Consequently, these
rules may restrict the ability of broker-dealers to trade and/or maintain a
market in the Company's Common Stock and may affect the ability of
shareholders to sell their shares.
Sale of Unregistered Securities
In 2002 the company issued shares as follows.
Common stock issued for cash 6,000,000
Common stock issued for services 2,336,500
Common stock issued for debt 5,844,976
Dividends
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will
pay cash dividends or make distributions in the foreseeable future.
Item 6. Managements Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in
this Form 10-KSB.
PLAN OF OPERATION
In 2002 the company ceased operations to continue development of
propriety technology and the associated business plan to license this software
and technology to small business end users . Further, web development and
associated services were discontinued with the layoff off all staff. In 2003,
the company will seek to dispose of remaining assets and will restructure the
company to look for new business opportunities in the energy sector. The
Company has in the past raised capital from the sale of its securities to
finance acquisitions and operations and while it is uncertain as to the nature
of financing which will be required and the size of the financing until the
need occurs, it is expected that the additional capital will be raised by
selling equity securities. Should the Company decide to raise additional
capital from the sale of securities the percentage ownership of the Company's
existing shareholders could be substantially diluted.
5
RESULTS OF OPERATIONS.
For the year ending December 31, 2002 the company generated revenues of
$14,925 from website development and hosting operations. Income generated
from these operations in 2001 were $153,284. Services to clients were
terminated in the first quarter of 2002 and all contract staff were laid off.
Administrative general and consulting services expense decreased for the
year ending December 31, 2002 to $254,148 from the year ending December 31,
2001 of $380,413 due to reduced costs as a result of the company restructure.
Depreciation and amortization showed similar reductions from 2001 year
end of $189,232 including a write down of software development costs of
$55,812 to $63,370.
For the year ending December 31,2002 the company incurred a loss on
valuation of assets of $218,836 resulting from all technology related asset
cost being written down due to discontinuance of those operations. In
addition, a loss was recorded of $147,400 with the extinguishment of company
debt settled by issuance of shares. These results created a net loss to the
Company of $677,591 as opposed to an operating loss of $417,873 for the year
ending December 31, 2001.
The Company had a cash flow deficiency of $205,513 in the year ending
December 31, 2002 as compared to a cash flow deficiency of $ $198,781 for the
year ending December 31, 2001. The cash flow financing was provided to the
company from loans raised from related parties, which in 2002 a portion in the
amount of $130,488 was repaid by debt settlements..
CAPITAL STOCK.
The weighted average number of common shares outstanding during the year
ended December 31, 2002 was 24,166,468 compared to 16,545,053 for the year
ended December 31, 2001.
The Company issued 6,000,000 common shares for cash subscriptions in
2002, 2,336,500 for services rendered and issued 5,844,976 common shares to
settle company debts and obligations. Issued common shares outstanding as of
December 31, 2002 increased to 32,341,876.
ASSET DISPOSITION
All software related activities being discontinued in 2002 and the
resulting disposition based on a valuation of these assets resulted in a write
down of $218,836 . As at December 31, 2002 the company had total assets
comprising of cash of $2,441.
RELATED PARTY TRANSACTIONS
The Company carries an account payable of $68,619 which was due to
related parties providing payment for or services for on behalf of the
company. These advances were non interest bearing and carried no fixed terms
of repayment. The advances were settled in 2003 by the issuance of Company
common shares. Loan to related parties for the year ending December 31, 2001
was $22,488.
6
INVESTOR RELATIONS.
Investor relations for Merchantpark was provided by a company in which
the principals are officers and Directors of the Company . In the 3rd quarter
of 2002 these services were taken over by the new Company President on his
appointment.
LIQUIDITY AND SOLVENCY
The Company had working capital deficiency of $205,513 as at December
31, 2002 compared to a working capital deficiency of $198,781 for the period
ending December 31, 2001. The Company has raised funds for operations through
the issuance of its common stock. It is expected that the Company will be able
to continue to finance the ongoing operations in a similar manner.
MANAGEMENT REPORT TO SHAREHOLDERS.
The accompanying financial statements and all information in the annual
report are the responsibility of the Management and the Board of Directors of
the Corporation. The financial statements have been prepared in accordance
with United States generally accepted accounting principals using appropriate
accounting policies and methods as selected by Management giving consideration
to the Corporation's circumstances. Financial information elsewhere in the
annual report has been reviewed to ensure consistency with the financial
statements.
While Management in 2003 are committed to maintain adequate internal
accounting and administrative controls designed to provide reasonable
assurance that the financial information is relevant, reliable and accurate
and that assets are appropriately accounted for and adequately safeguarded, an
expansion of company manpower resources will not be likely. This situation
will not be expanded on until the company has completed a reorganization
meaning that the present officers and directors will work closely with each
other until that time.
External auditors appointed by the shareholders have conducted an
examination of the accounting records and the financial statements in
accordance with generally accepted auditing standards for the United States
and provide an independent professional opinion. The auditors have full and
complete access to Management and the Board of Directors.
It should be noted that the Company's auditors HJ & Associates, LLC.
Have expressed in their financial statements that there are substantial
doubt about the Company's ability to continue as a growing concern.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of
Financial Accounting (SFAS), No. 133, Accounting for Derivative Instruments.
SFAS No. 133 provides a different method for accounting for derivative
instruments embedded in other contracts and hedging activities. Derivative
instruments represent rights or obligations that meet the definition of assets
or liabilities and should be reported in the financial statements. Fair
value is the most relevant measure for financial
7
statements and the only relevant measure for derivative instruments.
Derivative instruments should be measured at fair value and adjustments
to the Company's derivative of hedging items should reflect changes in their
fair value that are attributable to the risk being hedged and that arise
while the hedge is in effect. SFAS. No. 133 is effective for financial
statements ending after June 15, 1999. SFAS No. 133 implementation did not
have a material effect on the financial statements.
The Financial Accounting Standards Board has also issued 44PB Opinion
No. 25). APN No. 25 APB Opinion No. 25 APB Opinion No. 25, Accounting for
Stock Issued to Employees, was issued in October 1972. Since its issuance,
questions have been raised about its application and diversity in practice
has developed. During its consideration of the accounting for stock-based
compensation, which leads to the issuance of SFAS No. 123, Accounting for
Stock Based Compensation, the Board decided not to address practice issues
related to Opinion 25 because the Board had planned to supersede Opinion 25.
However, Statement 123 permits entities to continue applying Opinion 25
to stock compensation involving employees. Consequently, questions remain
about the application of Opinion 25 in a number of different circumstances.
This Interpretation clarifies the application of Opinion 25 for
only certain issues. It does not address any issued related to the application
of the fair value method in Statement 123. The issues addressed herein were
selected after receiving input from members of both the FASB Emerging Issues
Task Force and the task force on stock compensation that assisted in the
development of Statement 123. Among other issues, this Interpretation
clarifies (a) the definition of employee for purposes of applying Opinion 25,
(b) the criteria for determining whether a plan qualified as a
non-compensatory plan, (c) the accounting consequence of various
modifications to the terms of a previously fixed stock option or award, and
(d) the accounting for an exchange of stock compensation awards in a
business combination.
FIN44 is effective for financial statements issued for periods ending
after July 1, 2000. The implementation of FIN 44 did not have a material
affect on the financial statement.
Inflation
In the opinion of management, inflation will not have a material effect
on the operations of the Company.
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company wished to advise readers that actual result may differ
substantially from such forward-looking statements, Forward-looking
statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed in or implied by the statements,
including, but not limited to, the following: the ability of the Company to
complete development of its primary products and its ability to
successfully market its product if and when developed and other risks
detailed in the Company's periodic report filings with the Securities and
Exchange Commission.
8
Item 7. Financial Statements
See the financial statements annexed to this report.
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
No disagreements with the Company accountants are evident regarding
accounting and financial disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The directors and officers of the Company are as follows:
Name Age Position
----- ----- ---------
Peter Matousek 39 President/Director
Alexander Anderson 55 Secretary/Director
Peter Matousek, President and Director. Mr. Matousek, is an
internationally seasoned consultant and entrepreneur with a European
background. Mr. Matousek has worked extensively within the public sector
for companies in the United States, Canada and Europe. During this time he
cultivated relationships with investors, investment advisors and Venture
Capital firms. With over 10 years of experience in the financial industry,
Mr. Matousek has utilized his in-depth knowledge and skills in fostering
repeated success in the public arena. His numerous global contacts, financial
expertise and solid experience working with start-up and public companies are
a huge asset to the venture.
Alexander Anderson is a former banker with over 32 years of experience in
all aspects of the industry. In 1994 Mr. Anderson commenced to offer
consulting and administrative services to private and public company's and has
held numerous directorship positions and officer positions since that time. In
2001 Mr. Anderson assisted with some financial reporting for the Company and
in 2002 when current management was appointed Mr. Anderson was elected to the
position of Secretary.
All directors hold office until the next annual meetings of stockholders,
or until their successors have been duly qualified. There are no agreements
with respect to the election of directors. The Company has not compensated
its directors for service on the Board of Directors or any committee thereof.
Any non-employee director of the Company shall be reimbursed for expenses
incurred for attendance at meetings of the Board of Directors and any
committee of the Board of Directors. The executive committee, of the Board
of Directors, to the extent permitted under Nevada law, consists of three
directors and exercises all the power and authority of the Board of
Directors in the management of the management of the business and affairs
of the Company between meetings of the Board of Directors. Each executive
officer is appointed by and serves at the discretion of the Board of
Directors.
9
No Company officer, nor any of the affiliates or promoters of the
Company has filed any bankruptcy petition, been convicted in or has been the
subject of any pending criminal proceedings, or the subject to any order,
judgment, or decree involving the violation of any state or federal
securities laws within the past five years.
Item 10. Executive Compensation
Peter Matousek President/Director $60,000
Alexander Anderson Secretary/Director $30,000
There are no annuity, pension or retirement benefits proposed to pay
to officers, directors or employees of the Corporation in the event of
retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of
the Company as of December 31, 2002 with respect to each director and
officer and management as a group and any holder owning more than 5% of
the outstanding common stock.
Name and Title of Amount of Percentage
Address Position Class Shares (1)
------------------ -------------- ---------- ------------ ------------
Peter Matousek President Common 2,077,000(2) 6.42%
3933 So. 9th St.
Gresham, OR 97030
Alexander Anderson Secretary Common 604,000 1.86%
718-333 Brooksbank
Avenue, Suite 173
North Vancouver BC
Canada
Management as a Group 8.28%
Others of record own 5% or more
-------------------------------
Sumash Enterprises Ltd. Common 2,800,000 8.65%
920-800 West Pender Street
Vancouver BC
Canada
(1) Based on 32,341,876 shares of common stock outstanding as of December
31, 2002.
(2) Peter Matousek is the President of Novak Capital, Inc. and as such can
vote its 632,000 shares.
10
Item 12. Certain Relationships and Related Transactions
The Company's officers and directors are subject to the doctrine
of corporate opportunities only insofar as it applies to business
opportunities in which the Company has indicated an interest, either through
its proposed business plan or by way of an express statement of interest
contained in the Company's minutes. If directors are presented with business
opportunities that may conflict with business interests identified by the
Company, such opportunities must be promptly disclosed to the Board of
Directors and made available to the Company. In the event the Board shall
reject an opportunity to presented and only in that event, any of the
Company's officers and directors may avail themselves of such an opportunity.
Every effort will be made to resolve any conflicts that may arise in favor
of the Company. There can be no assurance, however, that these efforts will
be successful.
It should be noted that Peter Matousek is the President of Novak Capital,
Inc., who previously provided consulting services for Merchantpark.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
No. Description
--------------------------------------------------
10.1 CIT Agreement - dated October 1, 2002
31.1 Section 302 Certification - CEO
31.2 Section 302 Certification - CFO
32.1 Section 906 Certification - CEO
32.2 Section 906 Certification - CFO
(b) Reports on Form 8-K & 8-KA
No reports, on Form 8K were filed during the last quarter covered by
this report
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act. The Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Merchantpark Communications, Inc.
By: /S/ Francis R. Biscan Jr.
Francis R. Biscan Jr.
President/CEO/Director
Dated: August 16, 2004
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Signature Title Date
/S/ Francis R. Biscan Jr. President/CEO/Director August 16,2004.
/S/ Alexander Anderson Secretary/CFO/Director August 16, 2004.
11
AMERICAN STELLAR ENERGY, INC.
AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002
12
C O N T E N T S
Independent Auditors' Report..............................................3
Consolidated Balance Sheet................................................4
Consolidated Statements of Operations and Other Comprehensive Income......5
Consolidated Statements of Stockholders' Equity (Deficit).................6
Consolidated Statements of Cash Flows.....................................8
Notes to the Consolidated Financial Statements............................9
13
INDEPENDENT AUDITORS' REPORT
Board of Directors
American Stellar Energy, Inc. and Subsidiaries
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Vancouver, B.C.
We have audited the accompanying consolidated balance sheet of American
Stellar Energy, Inc. and Subsidiaries (Formerly Merchantpark Communications,
Inc.) (A Development Stage Company) as of December 31, 2002 and the related
consolidated statements of operations and other comprehensive income,
stockholders' equity (deficit) and cash flows for the years ended December 31,
2002 and 2001 and for the period from inception on December 5, 2000 through
December 31, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits 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
consolidated 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 consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of American Stellar Energy, Inc. and Subsidiaries (A Development Stage
Company) as of December 31, 2002, and the consolidated results of their
operations and their cash flows for the years ended December 31, 2002 and 2001
and for the period from inception on December 5, 2000 through December 31,
2002, in conformity with accounting principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company generated significant losses
for the years ended December 31, 2002 and 2001, raising substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
April 2, 2004
3
14
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
ASSETS
December 31,
2002
-------------
CURRENT ASSETS
Cash and cash equivalents $ 2,441
-------------
Total Current Assets 2,441
-------------
PROPERTY AND EQUIPMENT, NET (Notes 1 and 3) -
-------------
TOTAL ASSETS $ 2,441
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 80,920
Loan from related party (Note 4) 10,419
Accrued interest 2,941
-------------
Total Current Liabilities 94,280
-------------
Total Liabilities 94,280
-------------
STOCKHOLDERS' EQUITY
Common stock: 50,000,000 shares authorized of $0.001
par value, 32,341,876 shares issued and outstanding 32,341
Additional paid-in capital 831,293
Accumulated deficit (956,965)
Other comprehensive income 1,492
-------------
Total Stockholders' Equity (91,839)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,441
=============
The accompanying notes are an integral part of these
consolidated financial statements.
4
15
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations and Other Comprehensive Income
From
Inception on
December 5,
For the Years Ended 2000 through
December 31, December 31,
2002 2001 2002
------------- ------------- -------------
NET SALES $ 14,925 $ 153,284 $ 168,209
------------- ------------- -------------
EXPENSES
Depreciation and amortization 63,370 133,420 196,790
Consulting 106,510 269,975 376,485
General and administrative 147,638 110,438 266,977
Software development costs (Note 5) - 55,812 55,812
------------- ------------- -------------
Total Expenses 317,518 569,645 896,064
------------- ------------- -------------
LOSS BEFORE OTHER INCOME (302,593) (416,36) (727,855)
------------- ------------- -------------
OTHER INCOME & EXPENSES
Interest income - 442 442
Interest expense (8,762) (1,954) (10,716)
Loss on disposal of assets (218,836) - (218,836)
------------- ------------- -------------
Total Other Income (Expense) (227,598) (1,512) (229,110)
------------- ------------- -------------
NET LOSS (530,191) (417,873) (956,965)
OTHER COMPREHENSIVE INCOME
Foreign currency translation 581 911 1,492
------------- ------------- -------------
NET COMPREHENSIVE LOSS $ (529,610) $ (416,962) $ (955,473)
============= ============= =============
BASIC LOSS PER SHARE $ (0.02) $ (0.03)
============= =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 24,166,468 16,545,053
============= =============
The accompanying notes are an integral part of these
consolidated financial statements.
5
16
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
Common Stock Additional Other
-------------------------- Paid-in Comprehensive Accumulated
Shares Amount Capital Income Deficit
------------- ------------ ------------- ------------- -------------
Balance at Inception December 5, 2000 - $ - $ - $ - $ -
Common stock issued to founders
for cash at $0.001 per share 4,000,000 4,000 - - -
Net loss for the period ended
December 31, 2000 - - - - (8,901)
------------- ------------ ------------- ------------- -------------
Balance, December 31, 2000 4,000,000 4,000 - - (8,901)
Common stock issued in exchange
for 100% of common stock of
Merchantpark.com 1,500,000 1,500 (1,500) - -
Common stock issued for cash 2,491,583 2,491 151,892 - -
Common stock issued for services 4,645,261 4,645 77,289 - -
Common stock issued in exchange
for 100% of shares of Caged Iron
Technologies 2,000,000 2,000 100,472 - -
Common stock issued for debt 459,000 459 45,441 - -
Common stock issued for assets 3,064,556 3,065 300,935 - -
Stock offering costs - - (12,600) - -
Currency translation adjustment - - - 911 -
Net loss for the year ended
December 31, 2001 - - - - (417,873)
------------- ------------ ------------- ------------- -------------
Balance, December 31, 2001 18,160,400 $ 18,160 $ 661,929 $ 911 $ (426,774)
------------- ------------ ------------- ------------- -------------
The accompanying notes are an integral part of these consolidated financial statements
6
17
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
Common Stock Additional Other
-------------------------- Paid-in Comprehensive Accumulated
Shares Amount Capital Income Deficit
------------- ------------ ------------- ------------- -------------
Balance, December 31, 2001 18,160,400 $ 18,160 $ 661,929 $ 911 $ (426,774)
Common stock issued for cash 6,000,000 6,000 23,000 - -
Common stock issued for services 2,336,500 2,336 21,721 - -
Common stock issued for debt 5,844,976 5,845 124,643 - -
Currency translation adjustment - - - 581 -
Net loss for the year ended
December 31, 2002 - - - - (677,591)
------------- ------------ ------------- ------------- -------------
Balance, December 31, 2002 32,341,876 $ 32,341 $ 831,293 $ 1,492 $ (1,104,365)
============= ============ ============= ============= =============
The accompanying notes are an integral part of these consolidated financial statements.
7
18
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
Inception on
December 31,
For the Years Ended 2000 through
December 31, December 31,
2002 2001 2002
-------------- -------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (530,191) $ (417,873) $ (956,965)
Adjustments to reconcile net loss to net cash
flows used by operating activities:
Depreciation and amortization 63,370 133,420 196,790
Loss on disposal of assets 218,836 - 218,836
Common stock issued for services 24,057 81,934 105,991
Foreign currency translation 581 911 1,492
Changes in operating assets and liabilities:
Increase in accrued interest 987 1,954 2,941
Increase in accounts payable 75,047 873 80,920
-------------- -------------- ---------------
Net Cash Flows (Used)
by Operating Activities (147,313) (198,781) (349,995)
-------------- -------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets - (9,154) (9,154)
-------------- -------------- ---------------
Net Cash Flows (Used) by
Investing Activities - (9,154) (9,154)
-------------- -------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash 29,000 154,383 187,383
Stock offering costs - (12,600) (12,600)
Proceeds from loans from related party 118,419 68,388 186,807
-------------- -------------- ---------------
Net Cash Flows Provided by
Financing Activities 147,419 210,171 361,590
-------------- -------------- ---------------
NET INCREASE IN CASH 106 2,236 2,441
CASH AT BEGINNING OF PERIOD 2,335 99 -
-------------- -------------- ---------------
CASH AT END OF PERIOD $ 2,441 $ 2,335 $ 2,441
============== ============== ===============
CASH PAID DURING THE YEAR FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH TRANSACTIONS
Common stock issued for assets $ - $ 406,472 $ 406,472
Common stock issued for services $ 24,057 $ 81,934 $ 105,991
Conversion of debt to common stock $ 130,488 $ 45,900 $ 176,388
The accompanying notes are an integral part of these consolidated financial statements.
8
19
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The consolidated financial statements presented are those of American Stellar
Energy, Inc. (Formerly Merchantpark Communications, Inc.) and its wholly-owned
subsidiaries (the "Company"). Merchantpark Communications, Inc. (MCPI) was
incorporated on December 5, 2000 under the laws of the State of Nevada. By
special resolution of the shareholders, the Company changed its name to
American Stellar Energy, Inc. on November 30, 2003.
The Company provides second-generation E-Business technologies to the small
and medium enterprise markets. During the year ended December 31, 2001, the
Company started generating revenue from its website development and hosting
operations.
On January 3, 2001, an agreement was authorized allowing the Company to
exchange 1,500,000 shares of common stock for 100% of the outstanding common
stock of Merchantpark.com, Inc. (MP.com). At the time of the agreement,
MP.com was a start-up corporation with no operations and no assets. The
acquisition was accounted for as a purchase. This agreement made MP.com a
wholly-owned subsidiary of the Company.
On January 30, 2001, MPCI acquired substantially all of the assets of Caged
Iron Technologies, Inc. (CIT) in exchange for 2,000,000 shares of the
Company's common stock. The acquisition was accounted for as a purchase
between entities, with a common officer. The assets of CIT are recorded at
their historical cost. CIT became a wholly-owned subsidiary of the Company.
Westnet Communications Group, Inc. (Westnet) was incorporated on October 14,
1999 to engage in or transact any and all lawful activities or business
permitted under the laws of the State of Nevada. Westnet was exploring
various business opportunities and had not yet commenced operations.
On April 1, 2001, Westnet and MPCI completed and Agreement and Plan of
Reorganization whereby Westnet issued 14,285,400 shares of its common stock in
exchange for all of the outstanding common stock of MPCI. Immediately prior
to the Agreement and Plan of Reorganization, Westnet had 3,500,000 shares of
common stock issued and outstanding. The acquisition was accounted for as a
recapitalization of MPCI because the shareholders of MPCI controlled Westnet
after the acquisition. MPCI was treated as the acquiring entity for
accounting and presentation purposes and Westnet was the acquiring entity for
legal purposes. Costs of approximately $187,500 associated with this
transaction were expensed as incurred prior to the acquisition. The costs
prior to the acquisition were paid by issuing 375,000 shares of common stock.
The costs associated with this acquisition were eliminated in the
recapitalization.
On April 5, 2001, Westnet, the legal entity, changed its name to Merchantpark
Communications, Inc.
b. Accounting Method
The Company's consolidated financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.
9
20
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
d. Basic Loss per Share
The computations of basic loss per share of common stock are based on the
weighted average number of shares outstanding during the period of the
consolidated financial statements. Common stock equivalents have not been
included in the calculation as their effect is antidilutive for the period
presented.
e. Provision for Taxes
At December 31, 2001, the Company had an accumulated deficit of approximately
$855,000 that may be offset against future taxable income from the year 2002
through 2023. No tax benefit has been reported in the consolidated financial
statements as the Company believes there is a 50% or greater chance the net
operating loss carryforwards will expire unused. Accordingly, the potential
tax benefits of the net operating loss carryforwards are offset by a valuation
allowance of the same amount.
Net deferred tax assets consist of the following components as of December 31,
2002 and 2001:
For the Years Ended
December 31,
2002 2001
------------- --------------
Deferred tax assets:
NOL Carryover $ 334,700 $ 130,578
Accrued Interest 1,100 -
Deferred tax liabilities - -
Valuation allowance (334,700) (130,578)
------------- --------------
Net deferred tax asset $ - $ -
============= ==============
The income tax provision differs from the amount of income tax determined by
applying the U.S. Federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2002 and 2001 due
to the following:
For the Years Ended
December 31,
2002 2001
------------- --------------
Book income $ (206,775) $ (133,960)
Stock for services 9,385 -
Other (6,732) -
Valuation allowance 204,122 133,960
------------- --------------
$ - $ -
============= ==============
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in the future.
10
21
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
f. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
g. Property and Equipment
Property and equipment are stated at cost. Expenditures for small tools,
ordinary maintenance and repairs are charged to operations as incurred. Major
additions and improvements are capitalized. Depreciation is computed using
the straight-line method over estimated useful lives as follows:
Computer software 3 to 5 years
Websites 3 to 5 years
Computer equipment 3 to 5 years
Office furniture and equipment 3 to 5 years
Depreciation expense for the year ended December 31, 2002 and from inception
on December 5, 2000 through December 31, 2002 was $63,370 and $196,790,
respectively.
h. Revenue Recognition
The Company recognizes revenues services when persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable,
and collection of the resulting receivable is probable. Amounts invoiced and
collected in advance of product delivery are recorded as deferred revenue.
The Company earns its revenues from different contracts with small and medium
business customers. The Company recognizes the revenue when it is earned and
the contract is complete.
i. Other Comprehensive Income
In March 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
This statement establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. This statement requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. This standard
requires that an enterprise classify items of other comprehensive income by
their nature in a financial statement and display the accumulated balances of
other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of a statement of financial position.
j. Long Lived Assets
The Company reviews long-lived assets and identifiable intangibles whenever
events or circumstances indicate that the carrying amounts of such assets may
not be fully recoverable. The Company evaluates the recoverability of
long-lived assets by measuring the carrying amounts of the assets against the
estimated undiscounted cash flows associated with these assets. At the time
such evaluation indicates that the future undiscounted cash flows of certain
long-lived assets are not sufficient to recover the assets' carrying value,
the assets are adjusted to their fair values (based upon discounted cash
flows).
11
22
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
k. Newly Issued Accounting Pronouncements
SFAS 141 and 142 - In June 2001, the Financial Accounting Standards Board
(FASB) adopted Statement of Financial Accounting Standards SFAS No. 141 is
effective as to any business combination occurring after June 30, 2001 and
certain transition provisions that affect accounting for business combinations
prior to June 30, 2001 are effective as of the date that SFAS No.142 is
applied in its entirety, which was September 30, 2001.
SFAS 141 provides standards for accounting for business combinations. Among
other things, it requires that only the purchase method of accounting be used
and that certain intangible assets acquired in a business combination (i.e.
those that result from contractual or other legal rights or are separable) be
recorded as an asset apart from goodwill. The transition provisions require
that an assessment be made of previous business combinations and, if
appropriate, reclassifications be made to or from goodwill to adjust the
recording of intangible assets such that the criteria for recording intangible
assets apart from goodwill is applied to the previous business combinations
The adoption of this principle had no material effect on the company's
financial statements.
SFAS 142 provides, among other things, that goodwill and intangible assets
with indeterminate lives shall not be amortized. Goodwill shall be assigned
to a reporting unit and annually assessed for impairment. Intangible assets
with determinate lives shall be amortized over their estimated useful lives,
with the useful lives reassessed continuously, and shall be assessed for
impairment under the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed of." Goodwill is also assessed
for impairment on an interim basis when events and circumstances warrant.
Upon adoption of SFAS No. 142, the Company will assess whether an impairment
loss should be recognized and measured by comparing the fair value of the
Areporting unit' to the carrying value, including goodwill. If the carrying
value exceeds fair value, then the Company will compare the implied fair value
of the goodwill (as defined in SFAS No. 142) to the carrying amount of the
goodwill. If the carrying amount of the goodwill exceeds the implied fair
value, then the goodwill be adjusted to the implied fair value.
SFAS 143 - On August 16, 2001, the FASB issued SFAS No. 143, "Accounting for
Asset Retirement Obligations," which is effective for fiscal years beginning
after June 15, 2002. It requires that obligations associated with the
retirement of a tangible long-lived asset be recorded as a liability when
those obligations are incurred, with the amount of the liability initially
measured at fair value. Upon initially recognizing for an accrued retirement
obligation, an entity must capitalize the cost by recognizing an increase in
the carrying amount of the related long-lived asset. Over time, the liability
is accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain o loss upon settlement.
While the Company has not completed the process of determining the effect of
this new accounting pronouncement on its consolidated financial statements,
the Company currently expects that the effect of SFAS No. 143 on the Company's
financial statements, when it becomes effective, will not be significant.
SFAS 144 - In October 2001, the Financial Accounting Standards Board issued
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets". SFAS No. 144 requires that those long-lived assets be measured at
the lower of the carrying amount or fair value less cost to sell, whether
reported in continuing operations or in discontinued operations. Therefore,
discontinued operations will no longer be measured at net realizable value or
include amounts for operating losses that have not yet occurred. SFAS No. 144
is effective for financial statements issued for fiscal years ending after
December 15, 2002 and is generally to be applied prospectively. The
implementation of this new standard is not expected to have a material effect
on the Company's financial statements.
SFAS 146 - Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities" provides guidance on
the recognition and measurement of liabilities for costs associated with exit
or disposal activities.
12
23
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
k. Newly Issued Accounting Pronouncements (Continued)
The provisions of this statement are effective for exit or disposal activities
that are initiated after December 31, 2002. The Company is currently
reviewing SFAS 146 to determine the impact upon adoption.
SFAS 147 - In October 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 147,
"Acquisitions of Certain Financial Institutions" which is effective for
acquisitions on or after October 1, 2002. This Statement provides
interpretive guidance on the application of the purchase method to
acquisitions of financial institutions. Except for transactions between two
or more mutual enterprises, this Statement removes acquisitions of financial
institutions from the scope of both SFAS 72 and Interpretation 9 and requires
that those transactions be accounted for in accordance with SFAS No. 141,
"Business Combinations" and No. 142, "Goodwill and Other Intangible Assets".
The adoptions of this principle had no material effect on the Company's
financial statements.
SFAS 148 - In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock Based Compensation-Transition and Disclosure-an amendment of FASB
Statement No. 123" which is effective for financial statements issued for
fiscal years ending after December 15, 2002. This Statement amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported
results. The effect of the adoption of this new accounting pronouncement on
the Company's financial statements has not been significant.
SFAS 149 - In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities" which is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. This statement amends
and clarifies financial accounting for derivative instruments embedded in
other contracts (collectively referred to as derivatives) and hedging
activities under SFAS 133. The Company expects that the effect of adoption of
SFAS 149 to the Company's financial statements will not be significant.
SFAS 150 - In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
which is effective after May 31, 2003, and is otherwise effective into or
modified after May 31, 2003, and is otherwise effective at the beginning of
the first interim period beginning after June 15, 2003. This statement
requires an issuer to classify financial instruments that have issued in the
form of shares that is mandatorily redeemable; that embodies an obligation to
repurchase the issuers equity shares, or is indexed to such an obligation, and
that requires or may require the issuer to settle the obligation by
transferring assets; and, that embodies an unconditional obligation, or a
financial investment other than the issuer must or may settle by issuing a
variable number of its equity shares as liabilities (or assets in some
circumstances). The Company currently expects that the effect of SFAS 150 to
the Company's financial statements will not be significant.
l. Foreign Currency Translation
All transactions in currencies other than the United States dollar during the
year are translated at the exchange rates on the transaction dates. Monetary
assets and liabilities denominated in a foreign currency are translated at the
prevailing year-end rates of exchange. Exchange gains or losses are included
in the consolidated statements of income (loss) and retained earnings.
13
24
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
m. Principles of Consolidation
The consolidated financial statements include those of American Stellar
Energy, Inc. (MPCI) and its wholly-owned subsidiaries, Caged Iron
Technologies, Inc. (CIT), Merchantpark.Com, Inc. (MP.Com), and Merchantpark
Communications (MPC). All significant intercompany accounts and transactions
have been eliminated.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has incurred losses since inception
which has resulted in an accumulated deficit of approximately $957,000 at
December 31, 2002 which raises substantial doubt about the Company's ability
to continue as a going concern. The accompanying consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of this uncertainty. It is the
intent of the management to seek additional financing through new stock
issuances and lines of credit. The Company plans to continue generating
revenues through sales of dedicated servers and professional services that
include consulting web design, system architecture and server management. The
Company also plans to generate recurring monthly subscription based revenue
when it launches its white label ASP platform.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and Equipment consisted of the following:
December 31, December 31,
2002 2001
------------- ------------
Computer software $ - $ 200,000
Websites - 36,250
Computer equipment - 90,876
Office furniture and equipment - 88,500
------------- ------------
- 415,626
Accumulated depreciation - (133,420)
------------- ------------
$ - $ 282,206
============= ============
NOTE 4 - NOTES PAYABLE - RELATED PARTY
Loans from shareholders are non-interest bearing and have no fixed terms of
repayments. The total amount owed to shareholders at December 31, 2002 was
$10,419.
The President and Executive Vice President of Novak Capital are also Directors
of the Company and provide consulting services for the Company. The amount of
consulting expense to these directors at December 31, 2002 was $106,510.
NOTE 5 - SOFTWARE DEVELOPMENT COSTS
The Company is in the process of developing software to be sold, leased, or
otherwise marketed. According to FAS 86, the development stage of the
software must be technologically feasible in order to meet the capitalization
criteria. The technologically feasibility of a computer software product is
established when the Company has completed all the planning, designing,
coding, and testing activities that are necessary to establish that the
product can be produced to meet its design specifications including functions,
features, and technical performance requirements.
It was determined that the development stage of the software was not
technologically feasible at the year ended December 31, 2001. Therefore, the
costs associated with the developing of the software were expensed. There
were no software development costs for the year ended December 31, 2002.
14
25
AMERICAN STELLAR ENERGY, INC. AND SUBSIDIARIES
(Formerly Merchantpark Communications, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2002
NOTE 6 - SIGNIFICANT EVENTS
Effective June 30, 2002, all shares of Caged Iron Technologies, Inc. (CIT)
were transferred to a former officer and director of the Company at no cost.
This inactive wholly owned subsidiary had no material operations.
On October 1, 2002, the Company entered into an agreement with CIT, whereby
the Company assigned all interest in the proprietary software and all related
technology that it had developed. The Company transferred all property and
equipment associated with the software and the development of the software per
the terms of the agreement. As consideration for the transfer of these
assets, CIT agreed to accept full responsibility for settlement of any past,
present or future liabilities related to these assets. It is the intention of
CIT to complete the beta testing of the software then license the completed
program and systems to worldwide users.
The parties also entered into a revenue split agreement, that for a 24 month
period, CIT will pay the Company 15% of all revenue earned by the usage of the
technology assigned. Such payment will be made on a quarterly basis and will
be paid on gross revenue produced by the application of the software
technology produced. As of December 31, 2002 no revenue had been earned.
15
26