From 12/17 10K filing: 19.5M OS and about 5M float
The Company has been considering whether, and if so how, to reorganize its telecommunications and software development businesses, while remaining open to entering into a business combination. In December 2003, the Company sold all of its interest in Platinum Telecommunications, which was its only source of revenue, as well as all of its shares of CyberStation. In connection with the sale of such shares, the purchaser assumed approximately $384,000 in liabilities and received a minimal amount of assets from the Company. Included in the liabilities assumed by the purchaser was a loan of $120,000 made by such purchaser to the Company. This will result in a gain on the divestitures. The impact of the divestiture has been reflected in the financial statements for the year ending August 31, 2003. The sale of the Platinum shares and the Cyberstation shares was made to Joseph J. Alves, our Chief Executive Officer. Mr. Alves agreed to sell all of his shares of common stock of the Company on December 9, 2003 to an unaffiliated third party, Michael J. Xirinachs.
Effective December 9, 2003, Michael J. Xirinachs acquired an aggregate of 10,115,000 shares of the Company’s common stock, representing approximately 51.8% of the Company’s issued and outstanding common stock, from Joseph J. Alves (9,615,000 shares), the Company’s Chief Executive Officer and from Atlantica Marine (500,000 shares). Mr. Xirinachs paid an aggregate of $100,000 from his personal funds to acquire such shares.
Mr. Alves has agreed to remain as the Company’s Chief Executive Officer and acting Chief Financial Officer. As a result of the sale of Platinum and CyberStation, we have no revenue and intend to aggressively seek a prospective business acquisition.
As a result of the Company’s divestiture of Platinum and CyberStation, the Company reported a net income of $201,458 for the year ended August 31, 2003, which consists of an operating loss of $237,447, an income tax benefit of $54,122 and a gain on the settlement of debt in the amount of $384,783, as compared to a net loss of $299,247 for the year ended August 31, 2002.
Name and Address of Beneficial Owner (1)
Number of Common Shares Beneficially Owned (2)
Percentage of Common Shares Beneficially Owned
Michael J. Xirinachs(3)
10,115,000
51.8%
Joseph Alves
-0-
-0-
Mahmoud Hashmi(4)
1,900,000
9.7%
Zeeshan Saeed
1,800,000
9.2%