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 [Fee Required]
For the Fiscal Year Ended March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from ______________ to _______________.
Commission File No. 0-22236
Stanford Capital Corporation
(Formerly Ecological Services, Inc.)
---------------------------------------------
(Name of small business issuer in its charter)
Delaware 33-0565710
-------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11637 Orpington Street, Orlando, Florida 32817
------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Include Area Code: (407) 207-0400
Securities Registered Pursuant to Section 13 of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None None
Securities Registered Pursuant to Section 15(d) of the Act:
Common Stock, $0.001 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (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 ninety (90)
days. Yes xT No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to the
best of registrant's 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 issuer's revenues for its most recent fiscal year were $0.00.
State the aggregate market value of the voting stock held by nonaffiliates
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 the past 60
days: The Company's common stock does not have a trading market.
As of May 27, 2004, the Registrant had 3,996,925 shares of Common Stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
part of the form 10-KSB (e.g. part I, part II, etc.) Into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424(b) or
(c) under the Securities Act of 1933: None.
TABLE OF CONTENTS
Page
------
PART I
ITEM 1. DESCRIPTION OF BUSINESS 3
ITEM 2. DESCRIPTION OF PROPERTY 3
ITEM 3. LEGAL PROCEEDINGS 3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 4
PART II
ITEM 5. MARKET FOR COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES 4
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION 4
ITEM 7. FINANCIAL STATEMENTS 5
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 15
ITEM 8A. CONTROLS AND PROCEDURES 16
ITEM 8B. OTHER INFORMATION 16
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 17
ITEM 10. EXECUTIVE COMPENSATION 18
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS 19
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K 20
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 20
SIGNATURES 21
CERTIFICATIONS 22-25
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This periodic report contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby indentified as
"forward-looking statements".
Business
The Company was incorporated in Delaware on June 11, 1992. On May 28, 1998,
the Company changed its name from Plasmatic Technologies, Inc. to Ecological
Services, Inc. and on January 3, 2003 changed its name to Stanford Capital
Corporation. In December 2002, the Company acquired all the issued and
outstanding shares of Stanford Capital International, Ltd. a Hong Kong based
public relations firm for 10,000 shares of its common stock. This transaction
was subsequently revoked. On January 31, 2004, the Company aquired all of the
shares of Skreem Entertainment Corporation in exchange for 22,000,000 shares of
its one for five post reverse split common shares. Skreem Entertainment
Corporation promotes finances and manages artists in the entertainment industry.
The Company has had no operations and is currently seeking an acquisition
or merger to bring an operating entity into the Company. The Company does not
propose to restrict its search for a business opportunity to any particular
industry or geographical are and may, therefore, engage in essentially any
business in any industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions, and other factors.
The selection of a business opportunity in which to participate is complex
and risky. Additionally, as the Company has only limited resources, it may be
difficult to find good opportunities. There can be no assurance that the Company
will be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to the Company and its shareholders. The
Company will select any potential business opportunity based on management's
business judgement.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote, or
approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
ITEM 2.DESCRIPTION OF PROPERTIES
The Company's administrative offices are located in a leased office
facility located at 11637 Orpington Street, Orlando, Florida 32817. The facility
contains approximately 2,000 square feet of office space. There is no lease on
the facility nor is there a rental fee as the property is owned by the principal
shareholder of the Company (post merger).
ITEM 3.LEGAL PROCEEDINGS
None
3
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders through
the solicitation of proxies, during the fourth quarter of the Company's fiscal
year ended March 31, 2003.
PART II
ITEM 5.MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASER OF EQUITY SECURITIES
The Company's Common Stock is not listed for trading. Since its inception,
the Company has not paid any dividends on its Common Stock, and the Company does
not anticipate that it will pay dividends in the forseeable future. At March 31,
2003, the Company had approximately 108 shareholders.
The Company issued 10,000 shares of its common stock for the acquisition of
Stanford Capital Corporation. When this transaction was recinded, the shares
were cancelled. However, pursuant to the terms of the Termination Agreement with
the shareholders of Stanford Capital Corporation, the shareholders were to be
issued 10,000 post reverse split common shares.
ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Since its organization, the Company has not produced any revenue and
currently has no material operations.
For the year ended March 31, 2003, the Company incurred general and
administrative expenses of 39,597 of which all were legal and accounting fees
expended to bring the Company's SEC reports current and for the costs associated
with the acquisition of Stanford Capital International Ltd. For the year ended
March 31, 2002, the Company's general and administrative expenses totalled
$6,416.
4
Liquidity and Capital Resources
As of March 31, 2003 the Company had no cash, no current assets and no
current liabilities. This compares with cash of $11,816 as of March 31, 2002 and
current liabilities of $357.
Net cash used by operating activities for the year ended March 31, 2003
totalled $11,816 compared to $6,059 for the year-ended March 31, 2002. The
increase in the cash used in operating activities resulted from an increase in
the net loss of $33,181 and a decrease in accounts payable of $357 which was
partially offset by $28,138 of expenses paid by the principal shareholder.
There were no investing activities during either the year ended March 31,
2003 or 2002.
The Company had no financing activities for the year ended March 31, 2003.
For the year ended March 31, 2002, the Company received $17,875 of cash from
financing activities, $17, 825 of which was from the issuance of common stock
and $50 from capital contributions.
Because the Company has no cash or current assets, it will be unable to
continue as a going concern without the sale of its shares, receiving proceeds
from loans or finding a company with which to merge or acquire. On January 31,
2004, the Company acquired all of the issued and outstanding shares of Skreem
Entertainment Corporation ("Skreem") for 22,000,000 post reverse split common
shares. Skreem however, is also in need of cash to execute its business plan and
is currently conducting a private placement of its shares. Unless this private
placement is successful or the principal shareholder is willing to continue to
contribute funds to the Company, the Company will be unable to continue as a
going concern.
ITEM 7.FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
Independent Auditor's Report 6
Balance Sheets as of March 31, 2003 and 2002 7
Statements of Loss for the years ended March 31, 2003 and 2002
and for the Period from Inception (June 11, 1992) to March 31, 2003 8
Statements of Changes in Stockholders' Equity for the years ended
March 31, 2003 and 2002 and for the Period from Inception
(June 11, 1992) to March 31, 2003 9-10
Statements of Cash Flows for the years ended
March 31, 2003 and 2002 and for the Period from Inception
(June 11, 1992) to March 31, 2003 11
Notes to the Financial Statements 12-14
5
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Stockholders
Stanford Capital Corporation
(formerly Ecological Services, Inc.)
We have audited the accompanying balance sheet of Stanford Capital Corporation
(formerly Ecological Services, Inc.), (a development stage company), as of March
31, 2003 and the related statements of loss, stockholders' equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The Company's financial statements as
of and for the period June 11, 1992 (date of inception) through March 31, 2002
were audited by other auditors whose reports, dated June 21, 2001, May 26, 1994,
and April 18, 2002, expressed unqualified opinions of those statements. The
financial statements for the period June 11, 1992 (date of inception) through
March 31, 2002, reflect no revenues and a net loss of $12,851 of the related
totals. Our opinion, insofar as it relates to the amounts included for such
prior period, is based solely on the reports of such other auditors.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit and the reports of
other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit and the reports of other auditors, such
financial statements present fairly, in all material respects, the financial
position of Stanford Capital Corporation (formerly Ecological Services, Inc.) as
of March 31, 2003 and the results of its operations and its cash flows for the
year then ended and for the period from June 11, 1992 (date of inception) to
March 31, 2003, in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company does not have assets or sources of revenue,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Thomas Leger & Co. L.L.P.
May 23, 2004
Houston, Texas
6
Stanford Capital Corporation
(formerly Ecological Services, Inc.)
(A Development Stage Company)
Balance Sheets
ASSETS
As of March 31,
2003 2002
------ ------
Current Assets
Cash $ - $ 11,816
--------- -----------
Total Current Assets - 11,816
--------- -----------
Total Assets $ - $ 11,816
========= ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities $ - $ 357
--------- -----------
Total Liabilities - 357
--------- -----------
Stockholders' Equity
Preferred Stock, $.001 par value, 1,000,000 shares authorized;
no shares issued and outstanding - -
Common Stock, $.001 par value, 50,000,000 shares authorized,
3,996,925 shares issued and outstanding 3,997 3,997
Additional paid-in capital 48,451 20,313
Deficit accumulated during development stage (52,448) (12,851)
--------- -----------
Total Stockholders' Equity - 11,459
--------- -----------
Total Liabilities and Stockholders' Equity $ - $ 11,816
========= ===========
7
Stanford Capital Corporation
(formerly Ecological Services, Inc.)
(A Development Stage Company)
Statements of Loss
Cumulative During the
For the Year Ended March 31, Development
2003 2002 Stage
------ ------- ---------------
REVENUES $ - $ - $ -
---------- ---------- ---------
EXPENSES
General and Administrative 39,597 6,416 52,185
Amortization-Organizational Costs - - 263
---------- ---------- ---------
Total expenses 39,597 6,416 52,448
---------- ---------- ---------
NET INCOME (LOSS) $ (39,597) $ (6,416) $ (52,448)
========== ========== =========
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.00)
========== ==========
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING 3,996,925 3,699,648
=========== ===========
8
Stanford Capital Corporation
(formerly Ecological Services, Inc.)
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
Period from June 11, 1992 (Date of Inception) to March 31, 2003
COMMON STOCK
Accumulated
Shares Amount Paid in Capital Deficit
------- ------ --------------- ------------
Balance, June 11, 1992 (date of Inception) - $ - $ - $ -
Issuance of common stock for cash 1,500,000 1,500 (1,000) -
Net loss from operations from June 11, 1992
(date of inception) to March 31, 1993 - - - (269)
Balance, March 31, 1993 1,500,000 1,500 (1,000) (269)
Sale of shares in a private
placement, September 92,250 92 154 -
Contribution to capital - - 500 -
Net Loss from operations for the year
ended March 31, 1994 - - - (221)
Balance, March 31, 1994 1,592,250 1,592 (346) (490)
Net Loss from operations for the year
ended March 31, 1995 - - - (1,596)
Balance, March 31, 1995 1,592,250 1,592 (346) (2,086)
Net Loss from operations for the year
ended March 31, 1996 - - - (164)
Balance, March 31, 1996 1,592,250 1,592 (346) (2,250)
Net Loss from operations for the year
ended March 31, 1997 - - - (163)
Balance, March 31, 1997 1,592,250 1,592 (346) (2,413)
Net Loss from operations for the year
ended March 31, 1998 - - - (110)
Balance, March 31, 1998 1,592,250 1,592 (346) (2,523)
Conversion of note payable, July 1, 1998 567,750 568 709 -
Contribution to capital, forgiveness of debt,
March 31, 1998 - - 3,912 -
Net Loss from operations for the year
ended March 31, 1999 - - - (3,912)
9
Balance, March 31, 1999 2,160,000 2,160 4,275 (6,435)
Net Loss from operations for the years
ended March 31, 2000 and 2001 - - - -
Balance, March 31, 2001 2,160,000 2,160 4,275 (6,435)
Contribution to capital - - 50 -
Issuance of common stock for cash,
at par value of $.001 per share,
May 2001 17,824,625 17,825 - -
Effect of 1:5 reverse stock split (15,987,700) (15,988) 15,988 -
Net Loss from operations for the year
ended March 31, 2002 - - - (6,416)
Balance, March 31, 2002 3,996,925 3,997 20,313 (12,851)
Contribution to capital 28,138
Net Loss from operations for the year
ended March 31, 2003 - - - (39,597)
----------- ---------- ---------- ---------
Balance, March 31, 2003 3,996,925 $ 3,997 $ 48,451 $ (52,448)
=========== ========== ========== =========
10
Stanford Capital Corporation
(formerly Ecological Services, Inc.)
(A Development Stage Company)
Statements of Cash Flows
For the Year Ended March 31, Development
2003 2002 Stage
-------- -------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (39,597) $ (6,416) $ (52,448)
Adjustments to reconcile net loss to cash
used in operating activities:
Expenses paid by a shareholder 28,138 - 28,138
Amortization expense - - 263
Changes in assets and liabilities:
Accounts payable (357) 357 -
---------- --------- ----------
Net cash used by operating activities (11,816) (6,059) (24,047)
---------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational costs - - (263)
---------- --------- ----------
Net cash used by investing activities - - (263)
---------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - 17,825 19,985
Contribution capital - 50 4,325
---------- --------- ----------
Net cash provided by financing activities - 17,875 24,310
---------- --------- ----------
Net increase (decrease) in cash (11,816) 11,816 -
Cash at beginning of year 11,816 - -
---------- --------- ----------
Cash at end of year $ - $ 11,816 $ -
========== ========= ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Noncash transations
Conversion of note payable to stock $ - $ - $ 1,277
11
STANFORD CAPITAL CORPORATION
(formerly Ecological Services, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION
Stanford Capital Corporation (formerly Ecological Services, Inc.) (the Company)
was incorporated under the laws of the State of Delaware on June 11, 1992, for
the purpose of seeking out business opportunities, including acquisitions. The
Company is in the development stage and will be very dependent on the skills,
talents, and abilities of management to successfully implement its business
plan. Due to the Company's lack of capital, it is likely that the Company will
not be able to compete with larger and more experienced entities for business
opportunities, which are lower risk and are more attractive for such entities.
Business opportunities in which the Company may participate will likely be
highly risky and speculative. Since inception, the Company's activities have
been limited to organizational matters. Organizational costs have been fully
amortized.
On May 28, 1998, the Company changed its name from Plasmatronic Technologies,
Inc. to Ecological Services, Inc. On January 3, 2003, the Company changed its
name to Stanford Capital Corporation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Taxes - Due to no income or limited operations from inception to March
31, 2003, no provisions for income taxes have been recorded. There are no
deferred income taxes resulting from income and expense items being reported for
financial accounting and tax reporting purposes in different periods.
Earnings (Loss) per Share - The computation of earnings (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the periods presented.
Cash and Cash Equivalents - The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.
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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 3 - GOING CONCERN
The Company's 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. However, the Company does not have significant cash or other material
assets, nor does it have an established source of
12
NOTE 3 - GOING CONCERN (Continued)
revenues sufficient to cover its operating costs and to allow it to continue as
a going concern. It is the intent of the Company to seek a merger with an
existing, operating company.
NOTE 4 - COMMON STOCK AND EQUITY TRANSACTIONS
During May of 2001, the Company sold 17,824,625 shares of its common stock
valued at $.001 par value for cash of $17,825 to an officer of the Company.
A shareholder of the Company paid on behalf of the Company the Delaware State
Franchise tax and filing fee owed at March 31, 2001 in the amount of $50. This
has been treated as contributed capital in these financial statements.
During the year ended March 31, 2003, a shareholder of the Company contributed
$28,138 to pay outstanding invoices of the Company. This has been recorded as
additional paid-in capital.
During January 2003, the Board of Directors approved an increase in the number
of authorized shares to 50,000,000 and reauthorized the par value at $0.001 per
share. The amendment to the Company's Certificate of Incorporation was filed
with the State of Delaware Secretary of State on January 2, 2003, which
amendment, reflects the number of shares authorized by the Board of Directors.
NOTE 5 - RELATED PARTY TRANSACTIONS
An officer is providing free office space to the Company; the free rent has been
determined to have only nominal value.
The Company has no employees. As of March 31, 2003 and 2002 no compensation has
been paid or accrued to any officers or directors of the Corporation due to the
fact that any amount owed, if any, is of only nominal value.
NOTE 6 - INCOME TAXES
Due to losses at March 31, 2003 and 2002 and operating losses every year since
inception, no provision for income taxes has been provided for in these
financial statements. There are no deferred income taxes resulting from income
and expense items being reported for financial accounting and tax reporting
purposes in different periods. It is current management's belief that the
Company has not filed its Federal Tax Returns since its inception. If this is
the case, then the Company has no operating loss carryforwards because losses it
has had since inception have not been established for tax purposes by the filing
of applicable tax returns. However, if the required tax returns had been filed,
the Company would have a net operating loss carryforward of $52,448.
13
NOTE 7 - SUBSEQUENT EVENTS
On December 31, 2002, the Company entered into an Exchange Agreement with
Stanford Capital International Limited, a Hong Kong company, whereby the Company
acquired all of the issued and outstanding shares of Stanford Capital
International Limited for 10,000 shares of its common stock. During December
2003, the Exchange Agreement was terminated by both parties and all shares
tendered to the Company were returned by the Company to the original
shareholders of the Company and all assets held were returned to each party. As
consideration for the Termination Agreement, the shareholders of Stanford
Capital International Limited shall be issued 50,000 pre-reverse split
restricted shares of the Company.
During January 2004, as disclosed in a Form 8-K Securities and Exchange
Commission filing, the Company entered into an Exchange Agreement with Skreem
Entertainment Corporation (Skreem), whereby the Company will acquire 100% of the
issued and outstanding shares of Skreem in exchange for the issuance of
22,000,000 post reverse split common shares of the Company. As a result of the
acquisition of Skreem, control of the Company changed to the former shareholder
of Skreem. In addition, during January 2004, the Board of Directors authorized
the Company to sell up to 3,000,000 post reverse split common shares for $.50
per share.
On March 16, 2004, the Company filed a Certificate of Amendment with the
Delaware Secretary of State changing the Company's name to Skreem Entertainment
Corporation and reverse splitting the Company's shares on a one (1) for five (5)
basis. The financial statements herein reflect the effect of the reverse stock
split on a retroactive basis as of March 31, 2003 and 2002 and for the years
then ended.
14
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public accoutants
with respect to accounting practices or procedures or financial disclosure. The
Company did however change its certifying accountants from David T. Thomsom P.C.
to Thomas Leger & Co. LLP.
(i) On March 3, 2004, the Registrant dismissed David T. Thomson, PC from its
position as the Company's independent accountants.
(ii) The audit report of David T. Thomson, PC, on April 10, 2003, for the year
ended March 31, 2002 contained no adverse opinion, disclaimer of opinion or
modification of the opinion.
(iii)The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audit for the most recent fiscal year and the
interim period until the date of dismissal , there have been no
disagreements with David T. Thomson, PC on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure, which disagreement if not resolved to the satisfaction of David
T. Thomson, PC would have caused them to make reference thereto in their
report on the financial statements.
(v) During the most recent fiscal year and the interim period until the date of
dismissal , there have been no reportable events (as defined in Regulation
S-K Item 304 (a)(1)(v)).
(vi) The Registrant requested that David T. Thomson, PC furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above
statements.
(b) New independent accountants
On May 3, 2004, the Registrant engaged Thomas Leger & Co. LLP to
audit its financial statements for the year ended March 31, 2003. During the two
most recent fiscal years and through March31, 2003, the Registrant has not
consulted with Thomas Leger & Co. LLP regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed
or the type of audit opinion that might be rendered on the Registrant's
financial statements, and no written report or oral advise was provided to the
Registrant by concluding there was an important factor to be considered by the
Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in item 304 (a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304 (a)(1)(v) of Regulation S-K.
15
Item 8A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securiteis
Exchange Act of 1934 Rule 13a-14(c) and 15-d-14(c) as of a date (the "Evaluation
Date") within 90 days before the filling date of this quarterly report, have
concluded that as of the Evaluation Date, our disclosure controls and procedures
were adequate and designed to ensure that material information relating to us
and our consolidated subsidiaries would be made known to them by others within
those entities.
(c) Changes in internal controls. There were no significant changes in our
internal controls or to our knowlege, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.
Item 8B. Other Information
None
16
PART III
ITEM 9.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information Regarding Present Directors and Executive Officers
The following table sets forth as of March 30, 2003, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company.
Name Age Title Director or Officer Since
------ ----- ------- -------------------------
Charles Camorata 50 President, Chief Executive
Officer and Director 01-31-04
Tony Harrison 41 Vice President and Director 01-31-04
Karen Polino 52 Secretary / Treasurer
and Director 01-31-04
The following is the business background of each officer and director.
Charles Camorata. Mr. Camorata was a founder of and has been employed by
Skreem Entertainment Corporation since August 1999 and was appointed Chief
Executive Officer and director of the Company on January 31, 2004. From
1980-1999 he was the owner and president of Camorata Productions, Inc. an entity
which composed, arranged and produced music as well as designed audio and visual
systems for theme parks and recording studios. He has composed and published 35
musical arrangements.
Tony Harrison. Mr. Harrison joined Skreem Entertainment Corporation in
August 2003 and was appointed Vice President and director of the Company on
January 31, 2004. Since 1996 he has operated a recording studio just outside
Cologne Germany and produces records in Europe under the Captain Hollywood
label.
Karen Pollino. Ms. Pollino joined Skreem Entertainment Corporation in
August 1999 and was appointed Secretary/Treasurer and director of the Company
January 31, 2004. From 1997 to1999, Ms. Pollino was employed by Martin
Consultants, Inc. as Secretary/Treasurer. From 1990 to 1997 she was employed by
Sorex Medical of Salt Lake City where she had oversight responsibility of
purchasing and customer service.
Except as indicated below, to the knowledge of management, during the past
five years, no present or former director, or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a
court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of
such filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceedinig or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
defenses);
(3) was the subject of any order, judgement or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a future commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as
an investment advisor, underwriter, broker or dealer in securities, or
as an affilate person, director or employee of any investment company
or engaging in or continuing any conduct or practice in connection
with such activity;
17
(ii) engaging in any type of business practice; or
(iii)engaging in any activity in connection with the purchased or sale of
any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;
(4) was the subject of any order, judgement, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or other wise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgement in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgemet in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
ITEM 10. EXECUTIVE COMPENSATION
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at March 31, 2003, the end
of the Company's last completed fiscal year):
Name Year Compensation
------- ------- --------------
Kevin Monson 2001 None
Kevin Monson 2002 None
Kevin Monson * 2003 None
* Resigned on January 31, 2004
Cash Compensation
There was no cash compensation paid to any director or executive officer of
the Company during the fiscal years ended March 31, 2003, 2002, and 2001.
18
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans.
None.
Pension Table
None.
Other Compensation
None.
Compensation of Directors.
None.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which in any way result in payments to any such person because of
his resignation, retirement, or other terminatioon of such person's employment
with the Company or its subsidiaries, or any change in control of the Company,
or change in the person's responsibilities following a changing in control of
the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 27, 2004, the name and the
number of shares of the Company's Common Stock, par value $.001 per share, held
of record or beneficially by each person who held of record, or was known by the
Company to own beneficially , more than 5% of the 3,996,925 issued and
outstanding shares of the Company's Common Stock, and the name and shareholdings
of each director and of all officers and directors as a group.
Title of Name of Amount and Nature Percentage
Class Beneficial Owner of Beneficial Ownership (1) of Class
--------- ------------------ ---------------------------- ----------
Common Kevin Monson (1)
1464 E. Vineyard Ct.
Salt Lake City, UT
84106 3,505,925 87.72%
OFFICERS, DIRECTORS AND NOMINEES:
Common Kevin Monson (1) ----See Above----
All Officers 3,505,925 87.72%
and Directors as
a group (1 person)
19
Subsequent to May 27, 2004, the Company issued 15,000,000 shares to Jeff
Martin and 7,000,000 shares to Martin Consultants, Inc. for the acquisition of
Skreem Entertainment Corporation and 4,000 shares to Metrolink Holdings Ltd.,
3,000 shares to Wong Ka Ming and 3,000 shares to Hung Kwok Wing pursuant to
the Termination Agreement with the shareholders of Stanford Capital
International Ltd.
(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively. All shares owned directly are owned beneficially and of
record and such shareholder has sole voting, investment, and dispositive
power, unless otherwise noted.
ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended March 31, 2003, there were no material
transactions, or series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own or record or
beneficially more than 5% of any class of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, has an interest.
The principal shareholders of the Company does furnish the Company office space
at no charge.
TRANSACTIONS WITH PROMOTERS
There have been no transactions between the Company and promoters during
the last fiscal year.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
None
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
STANFORD CAPTIAL CORPORATION
Date: June 2, 2004 By /s/ Charles Camorata
----------------------------------
Charles Camorata, Principal Executive Officer
Date: June 2, 2004 By /s/ Karen Pollino
----------------------------------
Karen Pollino, Chief Financial Officer
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.
Name Title Date
------- -------- --------
/s/ Charles Camorata
Charles Camorata Principal Executive Officer June 2, 2004
/s/ Karen Pollino
Karen Pollino Chief Financial Officer June 2, 2004
/s/ Tony Harrison
Tony Harrison Vice President & Director June 2, 2004
21
CERTIFICATIONS
I, Charles Camorata, certify that:
1. I have reviewed this annual report on Form 10-KSB of Stanford Capital
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
1. The registrant's other certifying officers and I are responsible for
establishing and maintaining
2. disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: June 2, 2004
By: /s/ Charles Camorata
------------------------
Charles Camorata
Chief Executive Officer
22
I, Karen Pollino , certify that:
1. I have reviewed this annual report on Form 10-KSB of Stanford Capital
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: June 2, 2004
By: /s/ Karen Pollino
-----------------------
Karen Pollino
Chief Financial Officer
23
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002
--------------------------------------------------------------------------------
I, Charles Camorata, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Stanford Capital Corporation; on Form 10-KSB for the fiscal year ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and that information contained in such
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Stanford Capital Corporation.
By: /s/ Charles Camorata
----------------------------
Name: Charles Camorata
Title: Chief Executive Officer
June 2, 2004
24
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002
--------------------------------------------------------------------------------
I, Karen Polino, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Stanford Capital Corporation; on Form 10-KSB for the fiscal year ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and that information contained in such
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Stanford Capital Corporation.
By: /s/ Karen Pollino
------------------------------
Name: Karen Pollino
Title: Chief Financial Officer
June 2, 2004
25