-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+7GbbpbCeojaYMRzvUw9RbCEDQHy3aLVgvXQWY3j9ke4bK9Inst9oMp+fHq0iEq ybRaL9XBiv2P37MIvMdtJg== /in/edgar/work/20000816/0001116502-00-000026/0001116502-00-000026.txt : 20000922 0001116502-00-000026.hdr.sgml : 20000922 ACCESSION NUMBER: 0001116502-00-000026 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000531 ITEM INFORMATION: FILED AS OF DATE: 20000816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIZAR ENERGY CO CENTRAL INDEX KEY: 0001042463 STANDARD INDUSTRIAL CLASSIFICATION: [1382 ] IRS NUMBER: 841365443 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-24977 FILM NUMBER: 703697 BUSINESS ADDRESS: STREET 1: 2400 E COMMERCIAL BLVD STREET 2: SUITE 1100 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 3039329998 MAIL ADDRESS: STREET 1: 2400 E COMMERCIAL BLVD STREET 2: SUITE 1100 CITY: FT LAUDERDALE STATE: FL ZIP: 33308 8-K/A 1 0001.txt AMENDMENT TO FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2000 Date of Report (Date of Earliest Event Reported) Mizar Energy Company - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) 33-0231238 Colorado 84-1365443 -------------- ------------ --------------- (Commission (State or Other (IRS Employer File Number) Jurisdiction of Indentification Incorporation) Number) 2400 E. Commercial Blvd., St. 211 Ft. Lauderdale, FL 33308 - ------------------ --------------- (Address of principal executive offices) (Zip Code) (954) 938-0810 Registrant's telephone number, including area code ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. 1. HBOA, COM, Inc. The audited and unaudited financial sttements of HBOA.COM, Inc. are attached hereto as pages F-1 through F-30 and is incorporated herein by this reference. Audited Financial Statements for the Fiscal Year Ended December 31, 1999 F-1 Independent Auditor's Report F-2 Balance Sheet as of December 31, 1999 F-3 Statement of Operations F-5 Statement of Cash Flows F-6 Statement of Changes in Stockholder's Deficit F-7 Notes to Financial Statements F-10 Unaudited Financial Statements for the Three Months Ended March 31, 2000 F-17 Balance Sheet as of March 31, 2000 (Unaudited) and December 31, 1999 (Audited) F-18 Statment of Operations - for the Three Months Ended March 31, 2000 and 1999 (Unaudited) F-20 Statement of Changes in Stockholder's Equity for the Three Months Ended March 31, 2000 (Unaudited) F-21 Statement of Cash Flows for the Three Months Ended March 31, 2000 and 1999 (Unaudited) F-25 Notes to Financial Statements F-26 b. PRO FORMA FINANCIAL INFORMATION The pro forma financial information is attached hereto as pages F-31 through F-37 and is incorporated by this reference. Introductory Paragraph F-31 Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2000 F-32 Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2000 F-33 Unaudited Pro Forma Condensed Combined Statements of Income for the fiscal year ended December 31, 1999, the three months ended March 31, 2000 and the six months ended June 30, 2000 F-34 Note to Unaudited Pro Forma Condensed Consolidated Financial Statements F-37
c. EXHIBITS. 2.1 Plan and Agreement of Merger dated as of May 24, 2000 by and between HBOA.Com, Inc. and Ingenue, Incorporated.* 2.2 Articles of Merger filed with the Florida Secretary of State on May 2000.* 2.3 Articles of Merger filed with the District of Columbia on May 31, 2000.* * All exhibits were previously filed as part of the Current Report on Form 8-K filed with the SEC on May 31, 2000. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. MIZAR ENERGY COMPANY. Date: August 14, 2000 By: /s/ Edward Saludes --------------------------------- Chief Executive Officer and President (a) HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. DECEMBER 31, 1999 CONTENTS Page ---- Independent Auditors' Report F-2 Balance Sheet F-3 Statement of Operations F-5 Statement of Cash Flows F-6 Statement of Changes in Stockholders' Deficit F-9 Notes to Financial Statements F-10 F-1 INDEPENDENT AUDITORS' REPORT ---------------------------- To the Stockholders HBOA.COM, Inc. (A Development Stage Company) Fort Lauderdale, Florida We have audited the accompanying balance sheet of HBOA.COM, Inc. (a development stage company) as of December 31, 1999, and the related statements of operations, changes in stockholders' deficit, and cash flows for the year ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HBOA.COM, Inc. (a development stage company) as of December 31, 1999, and the results of its operations, and its cash flows for the year ended December 31, 1999, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 11 to the financial statements, the Company has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 11. The financial statements do not include any adjustments that might results from the outcome of this uncertainty. SEWELL AND COMPANY, PA Hollywood, Florida July 31, 2000 F-2 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. BALANCE SHEET DECEMBER 31, 1999 Assets Current assets Cash $ 3,332 Due from related parties 3,000 ------- Total current assets $ 6,332 Fixed assets (net of accumulated depreciation of $ 1,191) 5,290 Intangible assets (net of accumulated amortization of $ 126) 2102 Other assets Deposits 470 Investments 75,000 ------- 75,470 -------- $ 89,194 ======== F-3 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. BALANCE SHEET DECEMBER 31, 1999 Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 22,417 Payroll liability 11,773 Due to related parties 25,892 -------- Total current liabilities $ 60,082 Shareholders' equity Common stock, $0.01 par value, 20,000,000 shares authorized; 10,000,000 shares issued and outstanding 100,000 Additional Paid in Capital 309,290 Deficit accumulation during the development stage (380,178) --------- 29,112 -------- $ 89,194 ========= F-4 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA INC. STATEMENT OF OPERATIONS
Since Inception July 7, 1998 - December 31, 1999 December 31, 1999 (Unaudited) ----------------- ----------------- Income Sales net of returns $ 8,542 $ 9,101 Management fees 11,778 11,778 Cost of sales (3,570) (4,044) ---------- ---------- Gross profit 16,750 16,835 Expenses General and administrative expenses 91,592 107,305 Salaries 95,331 106,871 Consulting 73,716 81,567 Professional fees 27,665 29,590 Marketing and advertising 26,189 38,331 Loss Web site design 25,189 25,189 Rent 4,034 6,843 Depreciation and amortization 955 1,317 ---------- ---------- 344,671 397,013 ---------- ---------- Net loss $ (327,921) $ (380,178) ---------- ---------- Earnings per share Net loss per common share $ (0.03) $ (0.01) ---------- ----------
F-5 HBOA.COM INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS ASSOCIATION OF AMERICA, INC. STATEMENT OF CASH FLOWS
Since Inception July 7, 1998 - December 31,1999 December 31, 1999 (Unadited) ----------------- ---------------- Cash flows from operating activities Net Loss $ (327,921) $ (380,178) ---------- ---------- Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 955 1,317 (Increase) decrease in loans to/from affiliates 19,280 22,892 (Increase) decrease in deposits and advances 1,500 (470) (Increase) decrease in other receivables - - Increase (decrease) in accounts payable 31,312 22,417 Increase (decrease) in accrued liabilities 6,203 11,773 ---------- ---------- Total adjustments 59,250 57,929 ---------- ---------- Net cash provided (used) by operating activities (268,671) (322,249) ---------- ---------- Cash flow from investing activities: Cash payments for the purchase of investment (75,000) (75,000) Cash payments for the purchase of property 5,389 (8,709) ---------- ---------- Net cash provided (used) by investing activities (69,611) (83,709) Cash flow from financing activities: Proceeds from additional paid in capital 75,000 75,000 Proceeds from issuance of common stock 259,290 334,290 ---------- ---------- Net cash provided (used) by financing activities 334,290 409,290 ---------- ---------- Net increase (decrease) in cash and cash equivalents (3,992) 3,332 Cash and cash equivalents, beginnig of the period 7,324 - ---------- ---------- Cash and cash equivalents, end of the period $ 3,332 $ 3,332 ========== ==========
F-6 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEAR ENDED DECEMBER 31, 1999
Deficit accumalated Common Stock Paid in Through the Shares Amount Capital Development stage Total ------------------------------------------------------------------------ Balance December 31, 1998 7,500,000 $ 75,000 $ - $ (52,257) $ 22,743 Issuance of common stock for cash to Jerry Hatfield at $0.01 per share 2,500,000 25,000 25,000 ---------- --------- ------ --------- -------- 10,000,000 $ 100,000 $ - $ (52,257) $ 47,743 Merger of Home Based Business Owner Association of America, Inc. and HBOA. Com, Inc. 990 990 Issuance of common stock for cash to James Luger at $1 per share, on April 20, 1999 10,000 10,000 10,000 Issuance of common stock for cash on April 22, 1999 to Communications Group at $1 per share 2,000 2,000 2,000 Issuance of common stock for cash on April 30, 1999 to Kim Samuels at $1 per share 100 100 100 Issuance of common stock for cash on May 11, 1999 to Niki Morin at $1 per share 2,000 2,000 2,000 ---------- --------- ------ --------- -------- Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $ 62,833
F-7 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1999
Deficit accumalated Common Stock Paid in Through the Shares Amount Capital Development stage Total ------------------------------------------------------------------------ Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $62,833 257) Issuance of common stock for cash on May 11, 1999 to Ed Neabauer at $1 per share 1,000 1,000 1,000 Issuance of common stock for cash on May 28, 1999 to William Tuel at $1 per share 1,500 1,500 1,500 Issuance of common stock for cash on June 7, 1999 to Communications Group at $1 per share 2800 2800 2800 Issuance of common stock for cash on June 7, 1999 to Marilyn St. John at $1 per share 500 500 500 Issuance of common stock for cash on July 12, 1999 to Carlene Simpson at $1 per share 500 500 500 ----------- --------- ------- ---------- ----------- 10,020,400 $ 121,390 $ - $ (52,257) $ 69,133 Issuance of common stock in exchange for services per contract to Communications Group 1,000 1,000 - 1,000 Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133
F-8 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED) FOR THE YEAR ENDED DECEMBER 31, 1999
Deficit accumalated Common Stock Paid in Through the Shares Amount Capital Development stage Total ------------------------------------------------------------------------ Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133 Issuance of common stock in exchange for loan payable to Dundas. 211,900 211,900 - 211,900 Acquisition of 59% of Mizar Energy Company on December 23, 1999 75,000 75,000 Return of shares from Gary Verdier and Jerry Hatfield to the company (233,300) - To reflect $0.01 par value (234,290) 234,290 - Net loss December 31, 1999 (327,921) (327,921) Balance December 31, 1999 10,000,000 $ 100,000 $ 309,290 $(380,178) $ 29,112
F-9 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description HBOA.COM, Inc. (the Company) is a multi-faceted company specializing in providing products and services to the owners of home based businesses and those individuals who wish to start a home based business. Most of the companies' products and services are provided through the Internet. Organization Home Based Business Owners Association of America, Inc. (a development stage company) was incorporated under the laws of the state of Florida on July 7, 1998. On February 23, 1999, the Home Based Business Owners Association of America, Inc. merged into HBOA.COM, Inc., a company incorporated on February 8, 1999 under the laws of the District of Columbia. The surviving corporation retained the name HBOA.COM, Inc. On May 24, 2000 the Company entered into a merger with Ingenue Corporation, a Florida corporation, and a wholly owned subsidiary of Mizar Energy Company. The surviving corporation changed its name to HBOA.COM, Inc. The Company is considered to be in the development stage and the accompanying financials represent those of a development stage company. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company treats all short-term investments with maturities of three months or less at acquisition 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. Revenue Recognition Revenues of HBOA.COM, Inc. are recognized at the time the services are rendered to customers. Services are rendered when the Company's representatives receive the customer's requests and completes the customer's orders. F-10 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Property and Equipment Property and equipment are stated at cost. Depreciation of depreciable assets is computed using the straight-line method of depreciation over the estimated useful lives of the assets. The estimated useful life is 5-10 years. Amortization Amortization of trademarks and copyrights is determined utilizing the straight-line method based generally on the estimated useful lives of the intangibles as follows: Trademarks 15 years Advertising Cost Advertising and marketing costs are expensed as incurred. During the year ended December 31, 1999, a total of $26,189 was expensed. Basic Loss per Share and Diluted Loss per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128), which specifies the computation, presentation and disclosure requirements for earnings per share. SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15 entitled Earnings Per Share. Basic earnings per share are computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. The numerator in calculating basic earnings per share is reported net loss. The denominator is based on the following weighted-average number of common shares: 1999 Basic 9,781,340 F-11 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk include cash on deposit with one financial institution amounting to $3,332 at December 31, 1999, which was insured for up to $100,000 by the U.S. Federal Deposit Insurance Corporation. NOTE 2 CAPITAL STOCK TRANSACTIONS The Articles of Incorporation provide for the authorization of 20,000,000 shares of common stock at $0.01 par value. On April 20, 1999, 10,000 shares of common stock valued at $1.00 per share were issued for cash. On April 22, 1999, 2,000 shares of common stock valued at $1.00 per share were issued for cash. On April 30, 1999, 100 shares of common stock valued at $1.00 per share were issued for cash. On May 11, 1999, 2,000 shares of common stock valued at $1.00 per share were issued for cash. On May 11, 1999, 1,000 shares of common stock valued at $1.00 per share were issued for cash. On May 28, 1999, 1,500 shares of common stock valued at $1.00 per share were issued for cash. On June 7, 1999, 2,800 shares of common stock valued at $1.00 per share were issued for cash. On June 7, 1999, 500 shares of common stock valued at $1.00 per share were issued for cash. On June 7, 1999, 2,800 shares of common stock valued at $1.00 per share were issued for cash. On June 7, 1999, 500 shares of common stock valued at $1.00 per share were issued for cash. F-12 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 2 CAPITAL STOCK TRANSACTIONS (continued) On July 12, 1999, 500 shares of common stock valued at $1.00 per share were issued for cash. On July 12, 1999, 500 shares of common stock valued at $1.00 per share were issued for cash. On December 31, 1999, 1000 shares of common stock valued at $1.00 per share were issued for cash. On December 31, 1999, 211,000 shares of common stock valued at $1.00 per share were exchanged for loans payable. NOTE 3 PROPERTY AND EQUIPMENT AND DEPRECIATION Property and equipment at December 31, 1999 consisted of the following: Furniture and fixtures $ 5,900 Computer equipment and software 581 6,481 Less: accumulated depreciation (1,191) $ 5,290 Depreciation expense for the year ended December 31, 1999 was $829. NOTE 4 INTANGIBLE ASSETS At December 31, 1999, intangible assets were summarized by major classification as follows: Trademarks $ 2,228 Less: Accumulated amortization (126) $ 2,102 Amortization expense for the year ended December 31, 1999 was $126. F-13 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 5 OTHER FINANCING ARRANGEMENTS The Company, with the approval of the board of directors, and under their current contract with Communications Group dated April 19, 1999, granted the option to convert up to 50% of their total current payables for shares of common stock at a price of $1.00 per share with an expiration date on December 31, 1999. Five thousand eight hundred shares have been exchanged. On November 10, 1999, the Company, with the approval of the board of directors, granted the option to convert 100% of the current loan payable to Dundas Systems, Inc. for shares of common stock at a price of $1.00 per share. At December 31, 1999, 211,900 shares have been exchanged for $211,900 in loans payable. NOTE 6 COMMITMENTS, CONTINGENIES AND OTHER MATTERS Marketing Consultants During the year ended December 31, 1999, the Company entered into a number of marketing consultant agreements to assist in the creation of marketing, business, and sales plans. The agreements are effective for various terms, and may be extended for longer periods as both contractor and the Company may agree, unless terminated by mutual agreement of the parties or as permitted by the agreement. As of December 31, 1999, the monthly commitment under these agreements aggregated approximately $14,700. NOTE 7 LEASES The Company rents office space in Washington, DC on a month to month basis. There is no lease in force. The monthly rent is currently $150. plus additional expenses on a monthly basis. The Company utilizes office space for their office in Fort Lauderdale, Florida in the office of its shareholder's related company. There is no lease in force, and no rental payment is required. Rental expense for the year ended December 31, 1999 was $4,034. F-14 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 8 RELATED PARTY TRANSACTIONS The Company has receivables/payables from related third party companies at December 31, 1999 as follows: Due from Mizar Energy Company $ 3,000 Due to Dundas Systems, Inc. (Note 5) $25,892 Such loans occurred during the ordinary course of business, bearing no interest, and due on demand. These loans, in the opinion of management, do not involve more than normal credit risk or other unfavorable areas of concern. NOTE 9 MERGER On February 23, 1999, Home Based Business Owners Association of America, Inc. entered into a merger with HBOA.COM, Inc. The name of the combined foundation is HBOA.COM, Inc. The combination was accounted for as a pooling of interest under which net assets of both foundations were combined at book value and neither entity recognized a gain or loss. The merger shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended ("the Securities Act"), and under applicable state securities law, and the merger shall qualify as a tax-free reorganization under Section 386(a)(1)(A) of the Internal Revenue Code of 1986, as amended ("the code"). NOTE 10 INVESTMENT On November 19, 1999, the Company acquired 69.9% of the outstanding stock (1,000,000 shares) of Mizer Energy Company for a total price of $75,000. On December 23, 1999, the Company amended the contract with Mizer Energy Company to reflect the purchase of 850,000 shares of common stock of Mizer Energy Company for $10 in cash plus 850,000 shares of common stock of the Company. The transaction will reflect 59% ownership of Mizar Energy Company by HBOA.COM, Inc. Mizer Energy Company is currently an inactive corporation, previously in the business of operating a natural gas well. F-15 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 11 GOING CONCERN The Company's financial statements are prepared using the 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 has no current source of revenue. Without realization of additional capital it would be unlikely for the Company to continue as a going concern. It is Management" plan to seek additional capital through a merger with an existing operating company. NOTE 12 SUBSEQUENT EVENT On May 24, 2000 the Company entered into a merger with Ingenue Corporation, a Florida corporation, and a wholly owned subsidiary of Mizar Energy Company. HBOA's shareholders received 8,569,300 shares of Mizar Energy Company common stock in exchange for 100% shares of the Company. HBOA's operations will be consolidated into Mizar Energy Company. Stock Option On July 20, 2000, the board of directors approved an employee stock option plan, authorizing up to 800,000 shares of common stock for employees as part of their overall compensation. As of the date of this report, the plan has not been implemented. F-16 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. QUARTER ENDED MARCH 31, 2000 CONTENTS Page ---- Balance Sheet - March 31, 2000 (Unaudited) and December 31, 1999 (Audited) F-18 Statement of Operations - For the Three Months Ended March 31, 2000 and 1999 (Unaudited) F-20 Statement of Changes in Stockholders' Equity For the Three Months Ended March 31, 2000 (Unaudited) F-21 Statement of Cash Flows - For the Three Months Ended March 31, 2000 and 1999 (Unaudited) F-25 Notes to Financial Statements F-26 F-17 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. BALANCE SHEET MARCH 31, 2000 Assets Current assets Cash $ 968,385 Prepaid expenses 77,549 --------- Total current assets $ 1,045,934 Fixed assets (net of accumulated depreciation of $ 1,651) 31,661 Intangible assets (net of accumulated amortization of $ 190) 6,941 Other assets Deposits 470 Investments 75,000 ---------- 75,470 ----------- $ 1,160,006 =========== F-18 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. BALANCE SHEET MARCH 31, 2000 Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 15,118 Payroll tax liabilities 5,260 Loan from Dundas Systems 6,923 Total current liabilities $ 27,301 Shareholders' equity Common stock $0.01 par value, 20,000,000 shares authorized; 10,000,000 shares issued and outstanding 100,000 Additional paid in capital 1,656,018 Deficit accumulation during the development stage (623,313) 1,132,705 $1,160,006 F-19 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA INC. STATEMENT OF OPERATIONS
Since Inception For the three July 7, 1998 - months ended March 31, 2000 March 31, 2000 (Unaudited) -------------- -------------- Income Sales - net of returns $ 945 $ 10,046 Management fees - 11,778 Interest income 2,324 2,324 Cost of sales (138) (4,182) -------------- -------------- Gross profit 3,131 19,966 Expenses General and administrative expenses 54,178 161,483 Salaries 29,596 136,467 Consulting 109,109 190,676 Professional fees 14,151 43,741 Marketing and advertising 14,580 52,911 Loss Website design 9,518 34,707 Rent 14,610 21,453 Depreciation and amortization 524 1,841 -------------- -------------- 246,266 643,279 -------------- -------------- Net loss $ (243,135) $ (623,313) ============== ============== Earnings per share Net loss per common share $ (0.02) $ (0.01) -------------- --------------
F-20 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE MONTH ENDED MARCH 31, 2000
Deficit accumulated Common Stock Paid in through the Shares Amount Capital Development stage TOTAL ---------------------------------------------------------------------------- Balance December 31, 1998 7,500,000 $ 75,000 $ - $ (52,257) $ 22,743 Issuance of common stock for cash to Jerry Hatfield at $0.01 per share 2,500,000 25,000 25,000 ----------- --------- ------- --------- -------- 10,000,000 $ 100,000 $ - $ (52,257) $ 47,743 Merge of Home Based Business Owner Association of America, Inc. and HBOA. Com, Inc. 990 990 Issuance of common stock for cash to James Luger at $1 per share, on April 20, 1999 10,000 10,000 10,000 Issuance of common stock for cash on April 22, 1999 to Communications Group at $1 per share 2,000 2,000 2,000 Issuance of common stock for cash on April 30, 1999 to Kim Samuels at $1 per share 100 100 100 Issuance of common stock for cash on May 11, 1999 to Niki Morin at $1 per share 2,000 2,000 2,000 ----------- --------- ------- --------- -------- Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $ 62,833
F-21 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED) FOR THE THREE MONTH ENDED MARCH 31, 2000
Deficit accumulated Common Stock Paid in through the Shares Amount Capital Development stage TOTAL ---------------------------------------------------------------------------- Sub-total 10,014,100 $ 115,090 $ - $ (52,257) $ 62,833 Issuance of common stock for cash on May 11, 1999 to Ed Neabauer at $1 per share 1,000 1,000 1,000 Issuance of common stock for cash on May 28, 1999 to William Tuel at $1 per share 1,500 1,500 1,500 Issuance of common stock for cash on June 7, 1999 to Communications Group at $1 per share 2800 2800 2,800 Issuance of common stock for cash on June 7, 1999 to Marilyn St. John at $1 per share 500 500 500 Issuance of common stock for cash on July 12, 1999 to Carlene Simpson at $1 per share 500 500 500 ----------- --------- ------- --------- -------- 10,020,400 $ 121,390 $ - $ (52,257) $ 69,133 Issuance of common stock in exchange for services per contract to Communications Group 1,000 1,000 - 1,000 ----------- --------- ------- --------- -------- Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133
F-22 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED) FOR THE THREE MONTH ENDED MARCH 31, 2000
Deficit accumulated Common Stock Paid in through the Shares Amount Capital Development stage TOTAL -------------------------------------------------------------------------- Sub-total 10,021,400 $ 122,390 $ - $ (52,257) $ 70,133 Issuance of common stock in exchange for loan payable to Dundas 211,900 211,900 - 211,900 Return of shares from Gary Verdier and Jerry Hatfield to the company (233,300) - To reflect $0.01 par value (234,290) 234,290 - Net loss December 31, 1999 (327,921) (327,921) ----------- --------- --------- ---------- ----------- Balance December 31, 1999 10,000,000 $ 100,000 $ 234,290 $ (380,178) $ (45,888) Acquisition of shares of common stock of Mizar Energy Company 75,000 75,000 Issuance of common stock according to the private offering dated February 7, 2000 net of offering expenses ($1 per share) 1,502,500 15,025 $1,308,354 1,323,379 Issuance of common stock in exchange for loan payable to Dundas 11,249 112 11,137 11,249 ----------- --------- --------- ---------- ----------- Sub-total 11,513,749 $ 115,137 $1,628,781 $ (380,178) $ 1,363,740
F-23 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED) FOR THE THREE MONTH ENDED MARCH 31, 2000
Deficit accumulated Common Stock Paid in through the Shares Amount Capital Development stage TOTAL -------------------------------------------------------------------------- Sub-total 11,513,749 $ 115,137 $ 1,628,781 $ (380,178) $ 1,363,740 Issuance of common stock in exhange for services per contract to Communications Group 6,200 62 6,138 6,200 Issuance of common stock for cash, 1999 to Marilyn St. John at $1 per share 5,900 59 5,841 5,900 Return of shares from Gary Verdier and Jerry Hatfield to the company (1,525,849) (15,258) 15,258 - Net loss for the three months ended March 31, 2000 (243,135) (243,135) ---------- ----------- Balance March 31, 2000 10,000,000 $ 100,000 $ 1,656,018 $ (623,313) $ 1,132,705 =========== ========= =========== ========== ===========
F-24 HBOA.COM INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS ASSOCIATION OF AMERICA, INC. STATEMENT OF CASH FLOWS
Since Inception For the three July 7, 1998 - months ended March 31, 2000 March 31, 2000 (Unadited) -------------- -------------- Cash flows from operating activities Net Loss $ (243,135) $ (623,313) ------------ -------------- Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 524 1,841 (Increase) decrease in loans to/from affiliates (22,892) - (Increase) decrease in deposits and advances - (470) (Increase) decrease in prepaid expenses (77,549) (77,549) Increase (decrease) in accounts payable (7,299) 15,118 Increase (decrease) in accrued liabilities (6,513) 5,260 Increase (decrease) in short term loans payable 6,923 6,923 ------------ -------------- Total adjustments (106,806) (48,877) ------------ -------------- Net cash provided (used) by operating activities (349,941) (672,190) ------------ -------------- Cash flow from investing activities: Cash payments for the purchase of property (31,734) (40,443) ------------ -------------- Net cash provided (used) by investing activities (31,734) (40,443) Cash flow from financing activities: Proceeds from issuance of common stock 1,346,728 1,681,018 ------------ -------------- Net cash provided (used) by financing activities 1,346,728 1,681,018 ------------ -------------- Net increase (decrease) in cash and cash equivalents 965,053 968,385 Cash and cash equivalents, beginning of the period 3,332 - ------------ -------------- Cash and cash equivalents, end of the period $ 968,385 $ 968,385 ============ ==============
F-25 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS QUARTER ENDED MARCH 31, 2000 NOTE 1 UNAUDITED FINANCIAL STATEMENTS The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 310(b) of Regulation SB. Accordingly, they do not include all of the information and footnote disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles. For further information, such as significant accounting policies followed by the Company, refer to the notes to the Company's audited financial statements. In the opinion of management, the unaudited financial statements include all necessary adjustments (consisting of normal, recurring accruals) for a fair presentation of the financial position, results of operations and cash flow for the interim periods presented. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description HBOA.Com, Inc. (the Company) is a multi-faceted company specializing in providing products and services to the owners of home based businesses and those individuals who wish to start a home based business. Most of the company's products and services are provided through the Internet. Organization Home Based Business Owners Association of America, Inc. (a development stage company) was incorporated under the laws of the state of Florida on July 7, 1998. On February 23, 1999, the Home Based Business Owners Association of America, Inc. merged into HBOA.Com, Inc., a company incorporated on February 8, 1999 under the laws of the District of Columbia. The surviving corporation retained the name HBOA.Com, Inc. On May 24, 2000 the Company entered into a merger with Ingenu Incorporated, a Florida corporation, and a wholly owned subsidiary of Mizar Energy Company. The surviving corporation change its name to HBOA.Com, Inc. The Company is considered to be in the development stage and the accompanying financials represent those of a development stage company. F-26 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS QUARTER ENDED MARCH 31, 2000 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and Cash Equivalents For purposes of the statement of cash flows, the Company treats all short-term investments with maturities of three months or less at acquisition 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. Revenue Recognition Revenues of HBOA.Com, Inc. are recognized at the time the services are rendered to customers. Services are rendered when the Company's representatives receive the customers' requests and completes the customers' orders. Property and Equipment Property and equipment are stated at cost. Depreciation of depreciable assets is computed using the straight-line method of depreciation over the estimated useful lives of the assets. The estimated useful life is 5-10 years. Amortization Amortization of trademarks and copyrights is determined utilizing the straight-line method based generally on the estimated useful lives of the intangibles as follows: Trademarks 15 years Advertising Cost Advertising and marketing costs are expensed as incurred. During the three months ended March 31, 2000, a total of $14,580 was expensed. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk include cash on deposit with two financial institution amounting to $968,385 at March 31, 2000, which was insured for up to $100,000 at each financial institution by the U.S. Federal Deposit Insurance Corporation. F-27 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS QUARTER ENDED MARCH 31, 2000 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Basic Loss per Share and Diluted Loss per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128), which specifies the computation, presentation and disclosure requirements for earnings per share. SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15 entitled Earnings Per Share. Basic earnings per share are computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. The numerator in calculating basic earnings per share is reported net loss. The denominator is based on the following weighted-average number of common shares: 1999 Basic 10,000,000 NOTE 3 CAPITAL STOCK TRANSACTIONS The Articles of Incorporation provide for the authorization of 20,000,000 shares of common stock at $0.01 par value. At March 31, 2000, 1,502,500 shares of common stock were issued according to the private offering dated February 7, 2000, in exchange for $1,335,225, net of offering expenses of $167,275. At March 31, 2000, 11,249 shares of common stock valued at $1.00 per share were exchanged for loans payable. At March 31, 2000, 6,200 shares of common stock valued at $1.00 per share were issued for cash. At March 31, 2000, 5,900 shares of common stock valued at $1.00 per share were issued for cash. F-28 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS QUARTER ENDED MARCH 31, 2000 NOTE 4 OTHER FINANCING ARRANGEMENTS The Company, with the approval of the board of directors, and under their current contract with Communications Group dated April 19, 1999, granted the option to convert up to 50% of their total current payables for shares of common stock at a price of $1.00 per share with an expiration date of March 31, 2000. Twelve thousand shares have been exchanged at March 31, 2000. On November 10, 1999, the Company, with the approval of the board of directors, granted the option to convert 100% of the current loan payable to Dundas Systems, Inc. for shares of common stock at a price of $1.00 per share. At March 31, 2000, a total of 223,149 shares were exchanged for $223,149 in loans payable. NOTE 5 LEASE COMMITMENTS The Company rents office space in Washington, DC on a month to month basis. There is no lease in force. The monthly rent is currently $150, plus additional expenses on a monthly basis. The Company utilizes office space for their office in Fort Lauderdale, Florida in the office of its shareholder's related company. There is no lease in force, and no rental payment is required. NOTE 6 RELATED PARTY TRANSACTIONS The Company has receivables/payables from related third party companies at March 31, 2000 as follows: Due from Dundas Systems, Inc. (Note 4) $ 6,923 Such loans occurred during the ordinary course of business, bearing no interest, and due on demand. These loans, in the opinion of management, do not involve more than normal credit risk or other unfavorable areas of concern. F-29 HBOA.COM, INC. (A DEVELOPMENT STAGE COMPANY) Formerly known as HOME BASED BUSINESS OWNERS ASSOCIATION OF AMERICA, INC. NOTES TO FINANCIAL STATEMENTS QUARTER ENDED MARCH 31, 2000 NOTE 7 INVESTMENT On November 19, 1999, the Company acquired 69.9% of the outstanding stock (1,000,000 shares) of Mizer Energy Company for a total price of $75,000. On December 23, 1999, the Company amended the contract with Mizer Energy Company to reflect the purchase of 850,000 shares of common stock of Mizer Energy Company for $10 in cash plus 850,000 shares of common stock of the Company. The transaction reflected 59% ownership of Mizar Energy Company by HBOA.Com, Inc. Mizer Energy Company is currently an inactive corporation, previously in the business of operating a natural gas well. NOTE 8 SUBSEQUENT EVENT On May 24, 2000 the Company entered into a merger with Ingenu Incorporated, a Florida corporation, and a wholly owned subsidiary of Mizar Energy Company. The shareholders of HBOA.Com, Inc. received 8,569,300 shares of Mizar Energy Company common stock in exchange for 100% shares of the Company. After the merger, Mizar Energy Company retained 10,000,000 shares of its common stock. The operations of HBOA.Com, Inc. have been consolidated into Mizar Energy Company. Stock Option On July 20, 2000, the board of directors approved an employee stock option plan, authorizing up to 800,000 shares of common stock for employees as part of their overall compensation. As of the date of this report, the plan has not been implemented. F-30 (b) Mizar Energy Company Pro Forma Condensed Combined Financial Statements (Unaudited) The following pro forma condensed combined balance sheet as of March 31, 2000 and June 30, 2000, and the pro forma condensed consolidated statement of income for the year ended December 31, 1999, three months ended March 31, 2000, and six months ended June 30, 2000 give effect to the merger of HBOA.Com, Inc. (a District of Columbia corporation) with and into Ingenue, Incorporated, a wholly-owned subsidiary of Mizar Energy Company. The merger approved by Mizar was for an exchange of 100% of the outstanding shares of common stock of HBOA.Com for shares of Mizar Energy Company common stock. The pro forma information is based on the historical financial statements of Mizar Energy Company, Ingenue, Incorporated, and HBOA.Com, Inc. giving effect to the transaction under the pooling method of accounting and the assumptions and adjustments in the accompanying notes to the pro forma financial statements. The pro forma statements have been prepared by the management of Mizar Energy Company based on the financial statements of Mizar Energy Company, Ingenue, Incorporated, and HBOA.Com, Inc. These pro forma statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. The pro forma financial statements should be read in conjunction with the audited financial statements and notes of Mizar Energy Company. F-31 MIZAR ENERGY COMPANY PRO FORMA CONDENSED COMBINED BALANCE SHEET JUNE 30, 2000
Historical Ingenue (2) Pro forma Pro forma Mizar HBOA Adjustments Combined --------------------------- ----------------- --------------- ASSETS Current assets Cash 472 1,104,078 -- 1,104,550 Accounts receivable 820 Prepaid expenses 82,756 82,756 ---------- ---------- ---------- ---------- Total current assets 472 1,187,654 1,188,126 Fixed assets net of depreciation 45,661 45,661 Intangibles net of amortization 16,822 16,822 Other assets Deposits 5,470 5,470 Investments 94,500 75,000 169,500 Due to/from HBOA (101,888) 101,888(1) -- Due to/from Mizar 101,888 (101,888)(1) -- Loans to related parties 6,923 6,923 ---------- ---------- ---------- ---------- (7,388) 189,281 181,893 ---------- ---------- ---------- ---------- Total Assets (6,916) 1,439,418 1,432,502 ========== ========== ========== ========== LIABILITIES Liabilities Accounts payable -- 6,748 16,418 Payroll payable -- ---------- ---------- ---------- ---------- Total current liabilities -- 6,748 -- 16,418 Stockholders' Equity Preferred stock no par value; 10 million shares authorized; no shares issued or outstanding Common stock no par value; 25 million shares authorized; 10,050,000 shares issued and outstanding 55,869 100,000 2,136,576(3) 2,292,445 Paid in capital 2,136,576 (2,136,576)(3) -- Retained earnings (62,785) (803,906) (866,691) ---------- ---------- ---------- ---------- (6,916) 1,432,670 -- 1,425,754 ---------- ---------- ---------- ---------- Total Liabilities (6,916) 1,439,418 -- 1,442,172 ========== ========== ========== ==========
See notes to Pro Forma Condensed Combined Financial Statements F-32 MIZAR ENERGY COMPANY PRO FORMA CONDENSED COMBINED BALANCE SHEET MARCH 31, 2000
Historical Ingenue (2) Pro forma Pro forma Mizar HBOA Adjustments Combined -------------------------- ------------------ ----------------- ASSETS Current assets Cash 490 968,385 -- 968,875 Accounts receivable Prepaid expenses 77,549 77,549 ---------- ---------- ---------- ---------- Total current assets 490 1,045,934 -- 1,046,424 Fixed assets net of depreciation -- 31,661 -- 31,661 Intangibles net of amortization -- 6,941 -- 6,941 Other assets Deposits -- 470 -- 470 Investments -- 75,000 -- 75,000 ---------- ---------- ---------- ---------- -- 75,470 -- 75,470 ---------- ---------- ---------- ---------- Total Assets 490 1,160,006 -- 1,160,496 ========== ========== ========== ========== LIABILITIES Liabilities Accounts payable -- 20,378 -- 20,378 Loans to related parties -- 6,923 -- 6,923 ---------- ---------- ---------- ---------- Total current liabilities -- 27,301 -- 27,301 Stockholders' Equity Preferred stock no par value; 10 million shares authorized; no shares issued or outstanding Common stock no par value; 25 million shares authorized; 10,000,000 issued and outstanding 44,869 100,000 1,656,018(3) 1,800,887 Paid in capital -- 1,656,018 (1,656,018)(3) -- Retained earnings (44,379) (623,313) (667,692) ---------- ---------- ---------- ---------- 490 1,132,705 -- 1,133,195 ---------- ---------- ---------- ---------- Total Liabilities 490 1,160,006 -- 1,160,496 ========== ========== ========== ==========
See notes to Pro Forma Condensed Combined Financial Statements F-33 MIZAR ENERGY COMPANY PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
Year Ended December 31, 1999 ---------------------------------------------------- Historical ---------------------- Ingenue Pro Forma Pro Forma Mizar HBOA Adjustments Combined -------------------------- ------------- ----------- Net Sales $ -- $ 9,101 $ -- $ 9,101 Other Income -- 11,778 -- 11,778 --------- --------- --------- --------- -- 20,879 -- 20,879 --------- --------- --------- --------- Cost of sales -- 4,044 -- 4,044 General and administrative 18,321 107,305 -- 125,626 Lease operating costs Impairment of oil and gas properties 17,876 -- -- 17,876 Depreciation and amortization -- 1,317 -- 1,317 Salary -- 106,871 -- 106,871 Consultant -- 81,567 -- 81,567 Rent -- 6,843 -- 6,843 Advertising/Marketing -- 38,331 -- 38,331 Professional fees -- 29,590 -- 29,590 Loss on website -- 25,189 -- 25,189 --------- --------- --------- --------- 44,359 401,057 -- 445,416 --------- --------- --------- --------- Net Loss $ (44,359) $(380,178) $ -- $(424,537) ========= ========= ========= ========= Net loss per share $ (0.031) $ (0.037)
See notes to Pro Forma Condensed Combined Financial Statements F-34 MIZAR ENERGY COMPANY PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
Three Months Ended March 31, 2000 ------------------------------------------------------- Historical ------------------------- Ingenue Pro Forma Pro Forma Mizar HBOA Adjustments Combined ------------------------- ------------- ----------- Net Sales $ -- $ 945 $ -- $ 945 Other Income -- 2,324 -- 2,324 --------- --------- --------- --------- -- 3,269 -- 3,269 --------- --------- --------- --------- Cost of sales -- 138 -- 138 General and administrative -- 54,178 -- 54,198 Lease operating costs Impairment of oil and gas properties Depreciation and amortization -- 524 -- 524 Salary -- 29,596 -- 29,596 Consultant -- 109,109 -- 109,109 Rent -- 14,610 -- 14,610 Advertising/Marketing -- 14,580 -- 14,580 Professional fees -- 14,151 -- 14,151 Loss on website -- 9,518 -- 9,518 --------- --------- --------- --------- 20 246,404 -- 246,424 --------- --------- --------- --------- Net Loss $ (20) $(243,135) $ -- $(243,155) ========= ========= ========= ========= Net loss per share $(0.00001) $(0.02127)
See notes to Pro Forma Condensed Combined Financial Statements F-35 MIZAR ENERGY COMPANY PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
Six Months Ended June 30, 2000 ------------------------------------------------------ Historical ------------------------ Ingenue Pro Forma Pro Forma Mizar HBOA Adjustments Combined ------------------------ ------------- ----------- Net Sales $ -- $ 2,555 $ -- $ 2,555 Other Income -- 17,122 -- 17,122 --------- --------- --------- --------- -- 19,677 -- 19,677 --------- --------- --------- --------- Cost of sales -- 331 -- 331 General and administrative 7,426 81,617 -- 89,043 Lease operating costs Impairment of oil and gas properties Depreciation and amortization -- 1,722 -- 1,722 Salary 11,000 99,726 -- 110,726 Consultant -- 160,609 -- 160,609 Rent -- 30,582 -- 160,609 Advertising/Marketing -- 17,606 -- 30,582 Professional fees -- 27,084 -- 27,084 Loss on website -- 24,128 -- 24,128 --------- --------- --------- --------- 18,426 443,405 -- 461,831 --------- --------- --------- --------- Net Loss $ (18,426) $(423,728) $ -- $(442,154) ========= ========= ========= ========= Net loss per share $(0.00001) $(0.03868)
See notes to Pro Forma Condensed Combined Financial Statements F-36 Mizar Energy Company Notes to Pro Forma Condensed Combined Financial Statements (Unaudited) On May 24, 2000, Mizar Energy Company approved the merger of HBOA.Com, Inc. (a District of Colombia corporation) with and into its wholly own subsidiary Ingenue Incorporated (a Florida corporation). HBOA.Com, Inc will be the disappearing corporation and Ingenue Incorporated, the surviving corporation. The surviving corporation change its name to HOA. Com, Inc. The acquisition was done with the conversion of 10,000,000 shares of common stock of HBOA.Com, Inc., in exchange for 8,569,300 shares of common stock of Mizar. The 8,569,300 shares of Mizar Energy Company shall be distributed to all of the current shareholders of HBOA.Com, Inc. on a pro-rata basis determined by their percentage ownership at the time of closing of this transaction. (1) Elimination of intercompany transactions. (2) During the 6 months ended June 30, 2000, Mizar Energy Company incorporated its wholly own subsidiary Ingenue Incorporated, a Florida corporation. (3) To reclassify equity of Ingenue Incorporated to conform to the presentation of Mizar Energy Company's Equity. F-37 -----END PRIVACY-ENHANCED MESSAGE-----