UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For Fiscal Year Ended December 31, 2004
Commission file number 000-50590
CORPORATE ROAD SHOW.COM INC.
(Name of small business issuer in its charter)
New York 1-3516358
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
80 Orville Drive - Suite 100, Bohemia, New York 11716
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (631) 244-1555
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.0001 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 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the issuer'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]
Revenues for the fiscal year ended December 31, 2004 was: $59,877
Aggregate market value of the voting common stock held by non-affiliates of the
issuer as of March 28, 2005, was: $119,125.
Number of shares of the issuer's common stock outstanding as of March 28, 2005
was: 289,780,000
PART I
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ITEM 1. DESCRIPTION OF BUSINESS
HISTORY AND DEVELOPMENT
We were incorporated pursuant to the laws of the State of New York on
November 1, 1999 under the name Corporate Road Show.Com Inc. On July 1, 2000 we
launched our website on the Internet and began a limited marketing campaign for
our Internet based presentations. From inception through December of 2004, our
basic business model was to help the corporate executive get their story out to
a vast but targeted audience over the Internet or television, as well as
complement their marketing plans.
For the past several years, we sought unsuccessfully to raise capital
to fund our operations or maintain a steady client base to guarantee an income
stream. To satisfy the administrative needs of operating a public corporation,
we obtained accounting, marketing, computer and information management, website
design and legal services at a cost that outweighed the benefits we derived. Our
board of directors and management concluded that the lack of success in growing
our business warranted exploring other strategic alternatives. Because of our
public, but relatively dormant status, we had received inquiries regarding
whether we would be interested in effecting a reverse merger with a private
operating company.
MERGER WITH REXAHN
In December 2004, our board of directors decided to explore a reverse
merger transaction, which culminated in our entering into an Agreement and Plan
of Merger dated as of January 20, 2005 (the "Merger Agreement") with Rexahn
Corp., a Maryland corporation ("Rexahn"), whereby a wholly owned subsidiary of
ours will be merged with and into Rexahn (the "Merger").
In the Merger, we will issue five shares of our common stock for every
share of Rexahn common stock outstanding, or an aggregate of 38,140,830 of our
shares, and the former Rexahn shareholders will own approximately 91.8% of our
outstanding common stock. Immediately prior to the Merger, we will effect a
1-for-100 reverse stock split and reincorporate our company in Delaware under
the name "Rexahn Pharmaceuticals, Inc." These transactions are conditions to the
completion of Merger and are subject to the approval of our stockholders at a
meeting to be held in the near future.
In connection with the transactions contemplated by the Merger
Agreement, we expect to enter into a Settlement Agreement with Frank Ferraro,
our sole director and
2
officer, pursuant to which we will (i) transfer substantially all the assets and
related liabilities of our former business operations to Mr. Ferraro in
consideration for the cancellation of outstanding indebtedness owed by us to Mr.
Ferraro and, (ii) following the consummation of the Merger, issue 500,000 shares
of our common stock to Mr. Ferraro.
OUR FORMER OPERATIONS
As noted above, we effectively ceased our operations as a Web portal
and as a provider of multimedia production services to corporations in January
2005. However, because we earned revenue from such services during the 2004
reporting period, we are including this description of our operations in this
report. Until December 2004, we were a business to business service firm. Our
basic service was to host and digitize corporate videos already produced by our
clients. We also offered an upgraded service where we actually videotaped and
produced a corporate presentation for dissemination on our website. During
fiscal 2004, over 90% of our revenues were generated through our video hosting
and production business. The remaining 10% consisted of advertisements by third
parties on our website.
VIDEO PRODUCTION
A client's first experience with us resulted from the following
scenarios: (i) in response to our advertising campaign; (ii) as a recipient of a
marketing campaign on behalf of a client; or (iii) after production of our
planned financial television programs, in response to such. After the initial
discussion, we then determined which format is preferred (i.e. interview, Power
Point presentation). We then filmed the interview, edited it with sound and
digitized it in either Real Player or the Microsoft Media platform. Lastly, we
would broadcast the presentation on the Internet where interested parties could
log on and watch the show.
Our fees varied on each production. For example, for web hosting we had
to determine the length of the video in digitized megabytes and the time period
such video would be hosted by us. The fee for producing a corporate video could
vary depending on location, scripting, editing, talent and other factors. In
order to arrive at a fee for a particular project we analyzed the time,
equipment and bandwidth required to place that particular video on the web.
HOSTING A VIDEO WITHOUT PRODUCTION
Unless requested otherwise, when we hosted a video we did not "produce"
it. The first step was the receipt of the video from the client. Generally,
productions provided to us by a company were either in an MPEG, AVI or VHS
format. We converted such into a Real Media format for web-based applications.
Once converted,
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the video was "streamed" at various speeds for viewing on our website. The
faster the speed, the more bandwidth the video needed. Bandwidth cost us one
dollar per megabyte per month. We charged a hosting and marketing fee equal to
an additional 50% of the cost to the customer. Thus, our fees for merely hosting
videos generally ranged from $2,500 to $5,000.
BASIC VIDEO PRODUCTION
Any video we produced was also hosted by us, so in addition to the
hosting expenses incurred and fees charged a basic production involved
additional fees for, among other things:
o additional equipment rental;
o additional production consultants, interviewers or production
assistants if necessary;
o additional travel expenses for outside locations;
o Frank Ferraro's services for scriptwriting and directing the
production process; and
o post-production editing for conversion to final format for hosting.
For a basic 7 to 9 minute interview in a location of our choice without
any music or graphics such as pictures or charts (including basic editing and
hosting), we would charge between $5,000 and $7,500.
ADVANCED VIDEO PRODUCTION
An advanced video production integrated multiple cameras,
lighting, video with graphics such as pictures or charts in coordination with a
specific presentation with music and advanced editing and up to 30 minutes of
video presentation. In addition to the costs and expenses associated with the
hosting of a video and a basic video production, advanced video production would
also require more involved production techniques and equipment. We charged
between $10,000 and $20,000 to produce a 10 to 30 minute advanced video.
REVENUE BREAKDOWN
We recognize revenue at the time that all services have been
substantially completed. We have received equity securities in certain entities
as payments for services provided for these entities. Some of these entities are
privately owned, newly
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formed and have no operating history. Since there is no assurance that these
securities are marketable, we do not recognize any revenue upon receipt. Revenue
is recorded at the time the securities are determined to have a monetary value.
To the extent that we received equity securities in a company which has no
trading market at the time of receipt, we did not recognize any revenue until
such securities were sold by us, if ever. We also received restricted securities
in publicly traded entities in which a market existed. In such instances,
revenue was recorded with a discount of 75% from the market value at the time of
receipt. At the time that such securities were sold in the public market, we
recognized any resulting gain and/or loss.
MARKETING APPROACH
To date, our marketing plan has included "key word" marketing on major
Internet search engines like Lycos, Alta Vista, MSN and Yahoo!
We also had a contract with Dynamic Distribution Corp. whereby we were
to pay Dynamic a five (5%) percent fee for any new business introduced to us as
a result of Dynamic's efforts. This contract expired on February 11, 2004, and
no business was generated from this relationship.
TRADEMARKS AND PATENTS
We do not have any trademarks or patents or any applications pending
for trademarks or patents.
GOVERNMENTAL REGULATIONS
The following discussion is based on our business operation during
2004.
In order to avoid and potential securities law matters, all visitors to
our website are required to view our General Disclaimer section where we state
that we are not soliciting to purchase or sell securities and that any
interested party should perform its own independent research into the companies
featured on our website and acknowledge that they have read such section by
clicking the button opting in. We further disclose all equity holdings that we
have in such companies.
In order to ensure that our clients are not presently offering
securities and will not contemplate the offering of securities at any time the
video is available for viewing on our website, we require each client to
acknowledge in writing that: (i) they are not presently offering securities and
will not contemplate offering securities while their video is available for
viewing on our website; and (ii) they will not distribute a hardcopy of their
video to any potential investor at any time during which they are engaged in an
offering of securities. We will not take any further steps to verify whether our
clients are
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in fact conducting an offering concurrent with their video's availability on our
website. In order to protect ourselves against the restrictions on
communications by Section 5 of the Securities Act of 1933, as amended (the
"Securities Act"), we will further require any client to covenant to us in
writing, that prior to commencing any offering, we will be instructed to remove
their video and other materials from our website.
We do not meet the classification as an "Investment Company" as that
term is defined in the Investment Company Act of 1940 because the securities we
hold in our featured companies do not comprise 40 percent of our total assets
nor do we primarily engage in the business of investing, reinvesting or trading
in securities. We will continue to monitor that "securities component" level of
forty (40%) percent very carefully to ensure that we never fall under that
classification. Some of the securities we have received as partial payment for
our services are restricted and therefore must be held for a period of time. Our
intent is not to hold such securities for the long term but rather sell any
available securities as soon as we are no longer restricted pursuant to the
securities laws and such securities have a value equal to or exceeding the value
of services rendered by us at the time they were received. In the event that we
ever approach the "Investment Company" threshold, we will re-evaluate our policy
of accepting securities as partial payment for services rendered.
We have been advised by the Securities and Exchange Commission that it
considers us an "Investment Adviser" as such term is defined in Section
202(a)(11) of the Investment Adviser's Act of 1940. We are exempt from
registration as such with the Securities and Exchange Commission as we do not
have assets under management of more than $25,000,000 nor are we an adviser to
an investment company registered with the Securities and Exchange Commission. In
light of the fact that we are a New York corporation, our only place of business
is in New York, all of our videos are made in New York and any television
production will occur in New York, we have concluded that New York would be the
proper jurisdiction in the event that we decide to register as an investment
adviser. Our review of the New York General Business Law reveals that any entity
providing investment advisory services to less than 6 persons in New York in the
past 12 months is exempt from the registration requirements of the State of New
York. However, we have been advised by New York State that visitors to our
website are not considered clients to whom we are selling our services as they
are not compensating us for their access to the content of our website. We have
further been advised by New York State that it is unclear whether we are
providing investment advisory services at all. Although New York will not give
us a definitive opinion on the matter, as a result of the aforementioned
discussions, we do not intend on filing a registration statement as an
investment adviser with the State of New York. However, we will continue to
monitor our business as it develops as well as communicate with the State of New
York to ensure that we are in compliance with all New York State laws. At this
time we do not intend on registering as an investment adviser with any other
states.
6
However, mindful of the Securities and Exchange Commission's position
that we are performing investment advisory services and that certain visitors to
our website are "clients", we concede that we may have a fiduciary obligation to
such visitors and will continue to make an effort to perform due diligence on
the companies for which we are producing videos in an attempt to ensure that the
statements they make in their videos are accurate and not misleading. Such due
diligence efforts are generally limited to confirming that the featured company
is a legitimate operating business. We do not review financial statements or
other material documents of our featured companies and are therefore not
expressly providing any guidance as to whether such companies might be suitable
investments.
Our sole employee, Mr. Frank Ferraro is responsible for ensuring that
we comply with all state and federal laws. In the event that we ever register as
an investment adviser with the State of New York or other jurisdiction, Mr.
Ferraro will continue to be the person responsible for such filings and
subsequent compliance matters.
EMPLOYEES
Currently, we have one full-time employee who is expected to resign
upon the consummation of the Merger and he is not represented by a labor union.
We consider our relationship with our sole employee to be satisfactory.
SEASONALITY
We have not found our former business to be seasonal in nature.
ITEM 2. DESCRIPTION OF PROPERTY
We do not own or lease any real property.
ITEM 3. LEGAL PROCEEDINGS
We are not subject to any pending legal proceedings, nor are we aware
of any threatened claims against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On September 25, 2004, we amended our Certificate of Incorporation to
increase our authorized number of shares of common stock from 20,000,000 to
500,000,000. Further, we undertook a 50-for-1 forward split of our common stock
thus resulting in 289,780,000 shares outstanding.
As of March 28, 2005, we were authorized to issue one class of capital
stock, which is Company common stock, and our total authorized shares Company
common stock was 500,000,000 shares, par value $0.0001 per share, of which
289,780,000 shares of Company common stock were outstanding. As of March 16,
2005, we had approximately 30 shareholders of record of our common stock.
The our common stock has been listed on the Over-the-Counter Bulletin
Board (the "OTC-BB") under the ticker symbol "CPRD" since November 2004. The
reported high and low bid and asked prices for the Company common stock are
shown below for the periods from November 30, 2004 through March 28, 2005. The
prices presented are bid and ask prices, which represent prices between
broker-dealers and do not include retail mark-ups and mark-downs or any
commission to the broker-dealer. The prices may not necessarily reflect actual
transactions.
Period High Low
------ ---- ---
Fourth Quarter Fiscal 2004* $ 0.38 $ 0.04
First Quarter Fiscal 2005** $ 0.15 $ 0.02
------------------------
* From November 30, 2004
** Through March 28, 2005
DIVIDENDS
The Company has not paid any cash dividends on Company common stock and
does not expect to do so in the foreseeable future. The Company anticipates that
any earnings generated from future operations will be used to finance its
operations. No restrictions exist upon the Company's ability to pay dividends.
STOCK REPURCHASES
During the quarter ended December 31, 2004, there were no purchases by
us or on our behalf or by or on behalf of any "affiliated purchasers" of any
shares of our common stock.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion and analysis of our results of
operations, financial condition and liquidity in conjunction with our financial
statements and the related notes included in this annual report. Some of the
information contained in this discussion and analysis or set forth elsewhere in
this annual report, including information with respect to our plans and
strategies for our business, statements regarding the industry outlook, our
expectations regarding the future performance of our business, and other
non-historical statements contained herein are forward-looking statements. See
"Special Note Regarding Forward-Looking Statements."
OVERVIEW
We commenced operations on July 1, 2000 through the launching of our
website, which serves as our platform for our internet based "live and on
demand" audio and video productions of financial road shows, conferences and
presentations.
CRITICAL ACCOUNTING POLICIES
Our financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements, the disclosure
of contingent assets and liabilities, and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.
The critical accounting policies that affect our more significant estimates and
assumptions used in the preparation of our financial statements are reviewed and
any required adjustments are recorded on a monthly basis.
GOING CONCERN
As a result of our incurring continuing losses since inception,
our deficiency in working capital at December 31, 2004 and other factors, our
independent certified public accountants have included an explanatory paragraph
in their report on our financial statements regarding having substantial doubt
about our ability to continue as a going concern. In the event that we are
unable to raise additional capital or generate sufficient revenue to meet our
obligations, we may have to shut down our business operations.
9
RESULTS OF OPERATIONS
Substantial positive and negative fluctuations can occur in our
business due to a variety of factors, including variations in the economy, and
the abilities to raise capital. As a result, net income and revenues in a
particular period may not be representative of full year results and may vary
significantly in this early stage of our operations. In addition results of
operations, which have fluctuated in the past and may vary in the future,
continue to be materially affected by many factors of a national and
international nature, including economic and market conditions, currency values,
inflation, the availability of capital, the level of volatility of interest
rates, the valuation of security positions and investments and legislative and
regulatory developments. Our results of operations also may be materially
affected by competitive factors and our ability to attract and retain highly
skilled individuals.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 2004 AND THE YEAR ENDED
DECEMBER 31, 2003
We recognize revenues at the time that all services have been
substantially completed. We have received equity securities in certain entities
as payments for services provided for these entities. Some of these entities are
privately owned, newly formed and have no operating history. Since there is no
assurance that these securities are marketable and collectibility is not
assured, we do not recognize any revenue upon receipt. Revenue will be recorded
at the time the securities are determined to have a monetary value. We also
receive restricted securities in publicly traded entities. In such instances,
revenue is recorded with a discount of 75% from the market value at the time of
receipt since (i) the securities are restricted and (ii) there is no assurance
that the value of these securities will be realized. At the time that such
securities are able to be sold, we will recognize any resulting gain and/or
loss. The amount of shares we will accept in lieu of a portion of a client's
cash payment is situation specific. Such amount is never contingent on the
success or failure of our efforts.
Revenues for the twelve month period ended December 31, 2004 was
$59,877 as compared to $84,595 for the same period of the previous year. This
decrease of $24,718 or 29.2% is a direct result of losses of $11,623 realized
upon the sale in fiscal 2004 of equity securities received as payment for
services, compared to a gain on the sale of equity securities of $5,906 in
fiscal 2003. Fees earned for services rendered in fiscal 2004 were $71,500 as
compared to $78,689 in fiscal 2003, a decrease of $7,189 or 9.1%. Revenues
earned in fiscal 2003 include $64,000 received in cash for services rendered and
approximately $20,000 in cash proceeds from the sale of investments received in
earlier periods for services rendered. We also received restricted securities
during fiscal 2003 and recorded such securities using a 75% discount from the
market value at the time of receipt in the amount of $0.
10
Costs and expenses increased by $86,328 from $253,316 for the twelve
months ended December 31, 2003 to $339,644 for the 2004 period. The 2003
expenses include the value of 20,000 shares of our common stock (valued at
$20,000 based upon the price of shares sold in our private placement of
securities) issued to Mr. Benjamin Lapin. Mr. Lapin introduced us to Dynamic
Distribution Corp., a potential client, although no revenue was ultimately
realized from such introduction. In fiscal 2004, payroll decreased by $43,220 as
a result of the termination of an employee in December 2003 and professional
fees increased by $134,386 as a result of fees paid to consultants in connection
with our offering of shares of common stock and our 50-for-1 forward stock split
during 2004. In 2003, we produced a marketing brochure and incurred advertising
expenses in the aggregate amount of $28,659 compared to minimal advertising
expenses of $8,208 in 2004. As of December 31, 2004, the unrealized loss of all
securities received as compensation and held for sale aggregated $13,045. This
loss was determined to be other than temporary and was included as a charge to
2004 operations.
As a result of the above, the net loss in fiscal 2004 was $279,767 or
$0.001 per share, compared to a net loss of $168,721 or $0.0006 per share in
fiscal 2003 (after giving effect to the 50-for-1 forward stock split effected in
September 2004).
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2004 and 2003, we had negative working capital of
$120,423 and $27,013, respectively. Our current ratio at December 31, 2004 and
2003 was .10 and .42, respectively. During fiscal 2004, we utilized cash for
operations of $48,639, primarily as a result of our net loss of $279,767, offset
principally by compensatory shares valued at $53,425, offering costs related to
our 2004 stock offering of $66,513 that were expensed and amounts (primarily
payroll) not paid to our officer of $76,020. During fiscal 2003, we utilized
$117,450 of cash for operations, primarily as a result of our net loss of
$168,721, offset principally by compensatory shares valued at $20,000 and
amounts (primarily payroll) not paid to our officer of $42,026. During fiscal
2004, we received $33,114 from investing activities related to the sale of
certain investment securities. During fiscal 2003, we used $53,504 of cash for
investing activities, primarily reflecting the available for sale securities in
the amount of $65,391 and the purchase of office equipment, including a
computer, which was offset by the proceeds from the sale of marketable
securities. During fiscal 2004, we received $4,600 from financing activities
related to the sale of equity units, and during fiscal 2003, we used $46,315 of
cash for financing activities, principally for the offering costs of our 2004
offering which started in fiscal 2003. As a result, we ended 2004 with cash of
$6,600.
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We have a limited operating history. Some of our clients to date are
also in the early stages of their operations with not much available cash on
hand. As a result, as previously discussed, we occasionally receive restricted
equity securities issued by our clients. Of the public companies which issue
securities to us, we initially record the receipt of such securities at a
significant (75%) discount due to the restrictions and since the values of these
securities fluctuate and are not readily convertible to cash. Based on the
above, the securities are reflected as investments available for sale on our
balance sheet. At the balance sheet date, we compare the then market price or
fair value of such securities, using the same benchmark of a 75% discount, to
the amount initially recorded and any resulting unrealized gain or loss is
recorded as other comprehensive income or loss in the equity section of our
balance sheet. At the time the restriction is lifted (usually within one year of
receipt) and we are able to sell the securities, the resulting gain or loss
realized will be recognized in our statement of operations. The increase or
decrease in these investment securities is shown in investing activities on the
statement of cash flows.
We are currently operating with insufficient working capital, which,
among other things has constrained our ability to market our services. As a
result, in December 2004, we decided to explore the possibility of effecting a
merger with a private operating company, which culminated in our entering into
the Merger Agreement with Rexahn.
IMPACT OF INFLATION
To date inflationary factors have not had a significant effect on our
operations. We are not aware of any material trend, event or capital commitment,
which would potentially adversely affect liquidity.
INCREASE OF AUTHORIZED AND FORWARD SPLIT
On September 25, 2004, we amended our Certificate of Incorporation to
increase our authorized number of shares of common stock from 20,000,000 to
500,000,000. Further, we undertook a 50-for-1 forward split of our common stock
thus resulting in 289,780,000 shares outstanding.
OTHER
Except for historical information contained herein, the matters set
forth above are forward-looking statements that involve certain risks and
uncertainties that could cause actual results to differ from those in the
forward-looking statements. Potential risks and uncertainties include such
factors as the level of business and consumer spending, the amount of sales of
our products, the competitive environment within our industry, the ability to
continue to expand our operations, the level of costs incurred in connection
with our expansion efforts, economic conditions and the financial strength of
our customers and suppliers.
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OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
ITEM 7. FINANCIAL STATEMENTS
See Independent Auditor's Report, Financial Statements and Notes to
Financial Statements beginning on page F-1 of this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 8A. CONTROLS AND PROCEDURES
As of December 31, 2004, our management carried out an evaluation,
under the supervision of the Company's chief executive officer and chief
financial officer of the effectiveness of the design and operation of our system
of disclosure controls and procedures pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), Rule 13a-15(e) and Rule 15d-15(e)
under the Exchange Act. Based upon that evaluation, the chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures were effective, as of the date of this evaluation, for the purposes
of recording, processing, summarizing and timely reporting material information
required to be disclosed in reports filed by the Company under the Exchange Act.
There were no changes in internal controls over financial reporting,
known to the chief executive officer and chief financial officer that occurred
during the period covered by this report that has materially affected, or is
likely to materially affect, our internal control over financial reporting.
ITEM 8B. OTHER INFORMATION
Not applicable.
PART III
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Presently, Mr. Frank Ferraro is our only executive officer and the only
member of our Board of Directors and was appointed to the Board in 1999. We
believe
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that during fiscal 2004, our executive officer and director and more than 10%
beneficial owner timely filed all forms required to be filed under Section 16(a)
of the Exchange Act.
The following table sets forth the name and, as of December 31, 2004,
age and position of each director and executive officer of our company.
Name Age Position
------------------ --------- ------------------------------------------------
Frank Ferraro 41 Chairman, President, Chief Executive Officer,
Secretary and Treasurer
BACKGROUND OF EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES
Frank Ferraro has been the Chief Executive Officer and President of the
Company since inception. Mr. Ferraro has spent the last sixteen years in the
financial field. From April 1996 to April 2003, Mr. Ferraro was dually licensed
with both Castle Securities Corp. and Citadel Securities Corp. as a registered
representative. Both Castle and Citadel were registered broker-dealers. With
both Castle and Citadel, Mr. Ferraro helped develop and manage an electronic
Internet-based proprietary trading system as well as a manager of a trading
desk. Mr. Ferraro graduated from Hofstra University with a B.B.A. in Accounting
in 1986. On April 28, 2003, Mr. Ferraro resigned from both Castle and Citadel.
COMPENSATION OF DIRECTORS
For the fiscal year ended December 31, 2004, Mr. Ferraro received
$17,000 for services rendered to the Company as a director.
EMPLOYMENT AGREEMENTS
On January 1, 2003 we entered into an employment agreement with Mr.
Ferraro for a term of two (2) years commencing on such date (which has been
automatically extended for an additional 12 months pursuant to its terms),
providing for an annual salary of $90,000. In addition to his annual salary, Mr.
Ferraro has the right to participate in any share option plan, share purchase
plan, retirement plan or similar plan offer by our company, to the extent
authorized by our Board. Mr. Ferraro also has the right to have us pay for a car
of our choosing including all expenses associated therewith.
SETTLEMENT AGREEMENT
In connection with the transactions contemplated by the Merger
Agreement, we expect to enter into a Settlement Agreement with Mr. Ferraro, our
sole director and officer, pursuant to which we will (i) transfer substantially
all the assets and related
14
liabilities of our former business operations to Mr. Ferraro in consideration
for the cancellation of outstanding indebtedness owed by us to Mr. Ferraro and,
(ii) following the consummation of the Merger, issue 500,000 post-reverse stock
split shares of our common stock to Mr. Ferraro.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer of the Company
has appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.
CODE OF ETHICS/AUDIT COMMITTEE FINANCIAL EXPERT
Because of the limited scope of our operations and our limited
resources, we currently operate with a sole director and sole officer and have
not adopted a code of ethics. For the same reasons, we do not have an
independent audit committee, compensation committee or nominating committee and
do not have an audit committee financial expert.
ITEM 10. EXECUTIVE COMPENSATION
The following information relates to compensation received by our
executive officer in 2002, 2003 and 2004.
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION LONG-TERM COMPENSATION
AWARDS AWARDS
---------------- -------------------------
SECURITIES
UNDERLYING ALL OTHER
Name and Principal Position Year SALARY BONUS OPTIONS (#) COMPENSATION
----------------------------- ---- --------- ----- ----------- ------------
Frank Ferraro 2004 90,000(1) None None None
Chairman, President and Chief 2003 90,000(1) None None None
Executive Officer 2002 45,000 None None None
---------------------------------
(1) During fiscal 2004 and 2003, the Company deferred payments of Mr. Ferraro's
salary under his employment agreement in the amount of $76,020 and $42,026,
respectively.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth as of March 28, 2005, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to own beneficially 5% or more of such stock, (ii)
each Director of the
15
Company who owns any Common Stock, and (iii) all Directors and Officers as a
group, together with their percentage of beneficial holdings of the outstanding
shares.
AMOUNT AND NATURE
NAME OF BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
----------------------------- ------------------------- --------------------
Frank Ferraro 26,000,000 shares of 9.0%
Director and President Company common stock
80 Orville Drive, Suite 100
Bohemia, NY 11716
(sole director and executive
officer)
----------------------------- ------------------------- --------------------
Sung Kee Chung 163,800,000 shares of 56.5%
Pohang University of Company common stock
Science & Technology
(POSTECH)
Pohang 790-784, Korea
----------------------------- ------------------------- --------------------
Sung Sook Park 70,200,000 shares of 24.2%
6 State Park Road Unit 9 Company common stock
Hull, MA 02045
----------------------------- ------------------------- --------------------
Eli Weinstein 25,000,000 shares of 8.6%
596 Setun Circle Company common stock
Lakewood, New Jersey 08701
----------------------------- -------------------------- --------------------
Pursuant to a Stock Purchase Agreement dated as January 11, 2005 among
Frank Ferraro, Kim Ferraro, Sung Kee Chung and Sung Sook Park, Dr. Chung and
Mrs. Park (the "Purchasers") purchased from Frank Ferraro and Kim Ferraro (the
"Sellers") 163,800,000 shares and 70,200,000 shares, respectively, of our common
stock, representing approximately 56.5% and 24.2%, respectively, of our issued
and outstanding common stock, based on 289,780,000 outstanding shares. Following
the Merger, the Purchasers will hold approximately 5.6% of our issued and
outstanding common stock.
Mr. Ferraro and the Purchasers, collectively holding an aggregate of
260,000,000 shares of our common stock, representing approximately 89.7% of our
issued and outstanding common stock, have executed agreements requiring them to
vote their shares of Company common stock in favor of the transactions
contemplated by the Merger Agreement.
16
In the Merger, we will issue five shares of our common stock for every
share of Rexahn common stock outstanding, or an aggregate of 38,140,830 of our
shares, and the former Rexahn shareholders will own approximately 91.8% of our
outstanding common stock. Immediately prior to the Merger, we will effect a
1-for-100 reverse stock split and reincorporate our company in Delaware under
the name "Rexahn Pharmaceuticals, Inc." These transactions are conditions to the
completion of Merger and are subject to the approval of our shareholders at a
meeting to be held in the near future.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Frank Ferraro, our sole director and executive officer, holds
approximately 9.0% percent of our outstanding common stock as of March 28, 2005.
Mr. Ferraro is our Chairman, President and Chief Executive Officer.
Dr. Chung, the holder of approximately 56.5% of the outstanding shares
of the Company common stock, has been a member of the Scientific Advisory Board
of Rexahn since October 2004 and in connection with that capacity, received a
grant of options to purchase 10,000 shares of Rexahn common stock at an exercise
price of $1.20 per share in January 2005. In the Merger, Dr. Chung's options
will be converted into options to purchase 50,000 shares of Rexahn
Pharmaceuticals common stock at an exercise price of $0.24 per share.
For a description of Mr. Ferraro's proposed Settlement Agreement, see
"ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT".
For a description of the voting arrangements between Rexahn and each of
Mr. Ferraro, Dr. Chung and Mrs. Park, see "ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS".
PART IV
-------
ITEM 13. EXHIBITS
(a) Exhibits.
Exhibit Number Exhibit Description
-------------- -------------------
2.1 Agreement and Plan of Merger dated as of January 20, 2005 by
and among Corporate Road Show.Com Inc., CRS Merger Sub, Inc.,
CRS Delaware, Inc. and Rexahn, Corp., filed as Exhibit 2.1 to
the Issuer's
17
Current Report on Form 8-K, filed with the Securities and
Exchange Commission on January 21, 2005, and incorporated
herein by this reference.
4.1 Agreement and Plan of Merger dated as of January 20, 2005
between Corporate Road Show.Com Inc. and CRS Delaware, Inc.
filed as Exhibit 2.2 to the Issuer's Current Report on Form
8-K, filed with the Securities and Exchange Commission on
January 21, 2005, and incorporated herein by this reference.
3.1.1 Articles of Incorporation of the Issuer, filed as Exhibit 3.1
to the Issuer's Registration Statement on Form SB-2, filed with
the Securities and Exchange Commission on April 29, 2003, and
incorporated herein by this reference.
3.1.2 Amendment to Articles of Incorporation of the Issuer.
3.2 By-Laws of the Issuer, as amended, filed as Exhibit 3.2 to the
Issuer's Registration Statement on Form SB-2, filed with the
Securities and Exchange Commission on April 29, 2003, and
incorporated herein by this reference.
*10.1 Employment Agreement between the Issuer and Frank Ferraro,
filed as Exhibit 10.6 to the Issuer's Registration Statement on
Form SB-2, filed with the Securities and Exchange Commission on
June 24, 2003, and incorporated herein by this reference.
12.1 Subsidiaries
31.1 Certification of Chief Executive Officer and Chief Financial
Officer of Periodic Report Pursuant to Rule 13a-15(e) or Rule
15d-15(e).
32.1 Certification of Chief Executive Officer and Chief Financial
Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.
---------------
*Management contract or compensatory plan or arrangement.
18
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
For the Company's fiscal years ended December 31, 2004 and 2003, we
were billed approximately $20,000 and $15,000, respectively, for professional
services rendered for the audit of our financial statements. We also were billed
approximately $13,000 and $9,000 for the review of financial statements included
in our periodic and other reports filed with the Securities and Exchange
Commission for the fiscal years ended December 31, 2004 and 2003, respectively.
AUDIT-RELATED FEES
The Company did not incur any other audit-related fees rendered by our
principal accountant for the fiscal years ended December 31, 2004 and 2003.
TAX FEES
For the Company's fiscal years ended December 31, 2004 and 2003, we
were not billed for professional services rendered for tax compliance, tax
advice, and tax planning.
ALL OTHER FEES
The Company did not incur any other fees related to services rendered
by our principal accountant for the fiscal years ended December 31, 2004 and
2003.
19
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
INDEX
Page(s)
Independent Auditors' Report F - 2
Financial Statements:
Balance Sheets as of December 31, 2004 and 2003 F - 3
Statements of Operations for the Years Ended December 31, 2004 and 2003 F - 4
Statement of Shareholders' Equity for the Two Years Ended December 31, 2004 F - 5
Statements of Cash Flows for the Years Ended December 31, 2004 and 2003 F - 6
Notes to Financial Statements F - 7
F - 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Shareholders
Corporate Road Show.com, Inc.
Bohemia, New York
We have audited the accompanying balance sheets of Corporate Road Show.com,
Inc., as of December 31, 2004 and 2003, and the related statements of
operations, shareholders' equity and cash flows for the years 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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (U.S.). Those standards require that we plan and
perform the audits 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 audits provide 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 Corporate Road Show.com, Inc.
and the results of its operations and its cash flows for the periods mentioned
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 1, the Company
has incurred net losses since its inception and has negative working capital.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are described
in Note 4. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ LAZAR LEVINE & FELIX LLP
----------------------------
LAZAR LEVINE & FELIX LLP
New York, New York
February 25, 2005
F - 2
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
BALANCE SHEETS
--------------
DECEMBER 31, 2004 AND 2003
--------------------------
2004 2003
---------- ----------
- ASSETS -
CURRENT ASSETS:
Cash $ 6,600 $ 16,775
Accounts receivable 5,000 --
Prepaid expenses 1,586 3,061
---------- ----------
TOTAL CURRENT ASSETS 13,186 19,836
---------- ----------
EQUIPMENT, at cost less accumulated depreciation of $7,115 and $3,828
for 2004 and 2003, respectively 9,311 12,598
---------- ----------
OTHER ASSETS:
Deferred offering costs -- 61,120
Other assets 1,050 1,800
Investments - available-for-sale securities -- 24,625
---------- ----------
1,050 87,545
---------- ----------
$ 23,547 $ 119,979
========== ==========
- LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) -
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 6,304 $ 1,080
Payroll taxes withheld 9,259 3,743
Due to officer 118,046 42,026
---------- ----------
TOTAL CURRENT LIABILITIES 133,609 46,849
---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT):
Common stock, $.0001 par value; 500,000,000 shares authorized,
289,780,000 and 286,500,000 shares issued and outstanding in
2004 and 2003, respectively 28,978 28,650
Additional paid-in capital 515,067 457,370
Accumulated deficit (654,107) (374,340)
Accumulated other comprehensive income (loss) -- (38,550)
---------- ----------
(110,062) 73,130
---------- ----------
$ 23,547 $ 119,979
========== ==========
See accompanying notes.
F - 3
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
STATEMENTS OF OPERATIONS
------------------------
YEARS ENDED DECEMBER 31, 2004 AND 2003
--------------------------------------
2004 2003
----------- -----------
REVENUES:
Fees for services $ 71,500 $ 78,689
(Loss) gain on sale of securities (11,623) 5,906
----------- -----------
59,877 84,595
----------- -----------
COSTS AND EXPENSES:
Production costs 10,765 4,715
Computer expenses 6,173 2,894
Compensation expense 90,000 133,220
Payroll taxes 7,311 11,405
Advertising and promotion 8,208 28,659
Professional fees 152,901 18,515
Depreciation 3,287 3,128
Insurance 11,962 16,538
Rent 17,107 21,338
Other expenses 18,885 12,904
Impairment loss on marketable securities 13,045 --
----------- -----------
339,644 253,316
----------- -----------
NET (LOSS) $ (279,767) $ (168,721)
=========== ===========
(LOSS) PER SHARE:
Basic and diluted $ -- $ --
=========== ===========
Weighted average number of common shares outstanding 287,320,000 286,415,050
=========== ===========
See accompanying notes.
F - 4
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
STATEMENT OF SHAREHOLDERS' EQUITY
---------------------------------
FOR THE TWO YEARS ENDED DECEMBER 31, 2004
-----------------------------------------
Accumulated
Common Stock Additional Other Total
--------------------------- Paid-In Accumulated Comprehensive Shareholders'
Number Amount Capital Deficit Income (Loss) Equity (Deficit)
------------ ------------ ------------ ------------ ------------- ---------------
BALANCE AT
DECEMBER 31, 2002 285,500,000 $ 28,550 $ 437,470 $ (205,619) $ 23,092 $ 283,493
Compensatory shares 1,000,000 100 19,900 -- -- 20,000
Unrealized loss on equity securities -- -- -- -- (61,642) (61,642)
Net loss for the year ended
December 31, 2003 -- -- -- (168,721) -- (168,721)
------------ ------------ ------------ ------------ ------------- ---------------
BALANCE AT
DECEMBER 31, 2003 286,500,000 28,650 457,370 (374,340) (38,550) 73,130
Gain on equity securities -- -- -- -- 25,505 25,505
Issuance of shares for cash 30,000 3 4,577 -- -- 4,600
Compensatory shares - legal fees 3,050,000 305 53,120 -- -- 53,425
Other than temporary decline in
fair value -- -- -- -- 13,045 13,045
Net loss for the year ended
December 31, 2004 -- -- -- (279,767) -- (279,767)
------------ ------------ ------------ ------------ ------------- ---------------
BALANCE AT
DECEMBER 31, 2004 289,780,000 $ 28,978 $ 515,067 $ (654,107) $ -- $ (110,062)
=========== =========== =========== =========== ============ ==============
See accompanying notes.
F - 5
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
STATEMENTS OF CASH FLOWS
------------------------
YEARS ENDED DECEMBER 31, 2004 AND 2003
--------------------------------------
2004 2003
---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (279,767) $ (168,721)
Adjustments to reconcile net loss to net cash (used) by operating activities:
Depreciation 3,287 3,128
Loss (gain) on sale of investments 11,623 (5,906)
Impairment loss on marketable securities 13,045 --
Compensatory shares 53,425 20,000
Offering costs expensed 66,513 --
Changes in assets and liabilities:
Accounts receivable (5,000) --
Prepaid expenses 1,475 (2,571)
Accounts payable and accrued expenses 5,224 (5,500)
Payroll taxes payable 5,516 94
Due to officer 76,020 42,026
---------- ----------
Net cash (used) by operating activities (48,639) (117,450)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment -- (7,868)
Investments held for sale -- (65,391)
Proceeds from sale of investments 33,114 19,755
Security deposits 750 --
---------- ----------
Net cash provided (used) by investing activities 33,864 (53,504)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment of officer's loans -- (195)
Offering costs -- (46,120)
Sale of equity units 4,600 --
---------- ----------
Net cash provided (used) by financing activities 4,600 (46,315)
---------- ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (10,175) (217,269)
Cash and cash equivalents - beginning of period 16,775 234,044
---------- ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 6,600 $ 16,775
========= ==========
See accompanying notes.
F - 6
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2004 AND 2003
--------------------------
NOTE 1 - DESCRIPTION OF COMPANY / GOING CONCERN:
Corporate Road Show.Com Inc. (the "Company") was organized in the
state of New York on November 1, 1999. The Company is an
internet-based marketing operation which produces corporate videos
available on both the worldwide web via its website or in a hardcopy
format. The website serves as a portal for companies to showcase their
products and market their goods and services to the business and
financial communities. The Company has the capabilities to offer
clients custom-made "live" and "on demand" video and audio productions
as well as compact disk and DVD copies by writing, shooting, editing
and prepping in-house as well as hosting such presentations on its
website.
The Company, since its inception, has incurred net losses of $654,107
and at December 31, 2004, current liabilities exceeded current assets
by $120,423. During 2004, the Company attempted to sell its common
stock on a self-underwritten basis by using Company officers,
directors, participating licensed broker-dealers or in private
transactions and was unsuccessful. See also Note 4.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Company's accounting policies are in accordance with accounting
principles generally accepted in the United States of America.
Outlined below are those policies considered particularly significant.
(a) Use of Estimates:
In preparing financial statements in accordance with accounting
principles generally accepted in the United States of America,
management makes certain estimates and assumptions, where applicable,
that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. While actual results could
differ from those estimates, management does not expect such
variances, if any, to have a material effect on the financial
statements.
(b) Statements of Cash Flows:
For purposes of the statements of cash flows the Company considers all
highly liquid investments purchased/acquired with a remaining maturity
of three months or less to be cash equivalents.
(c) Fair value:
The Company's financial instruments consist primarily of cash and cash
equivalents and accounts payable. The recorded values of cash and cash
equivalents and accounts payable approximate their fair values based
on their short-term nature.
(d) Fixed Assets:
Fixed assets are recorded at cost. Depreciation and amortization are
provided on a straight-line basis over 5 years.
F - 7
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2004 AND 2003
--------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(e) Deferred Offering Costs:
The Company, in connection with its proposed offering ("the Offering")
of its securities, incurred certain costs which were deferred. The
Offering was not completed and as a result $61,120 of deferred
expenses were charged to operations (included in professional fees) in
2004.
(f) Revenue Recognition:
The Company recognizes revenue at the time that all services have been
substantially completed. The Company has received equity securities in
certain entities as payments for services provided to these entities.
Some of these entities are privately owned, newly formed and have no
operating history. Since there is no assurance that these securities
are marketable, the Company has not recognized any revenue upon
receipt. Revenue will be recorded at the time the securities are
determined to have a monetary value. The Company also receives
restricted securities in publicly traded entities. In such instances,
revenue is recorded with a discount of 75% from the market value at
the time of receipt. At the time that such securities are sold in the
public market, the Company recognizes any resulting gain and/or loss.
(g) Income Taxes:
The asset and liability method is used in accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized
for operating loss and tax credit carry forwards and for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of
operations in the period that includes the enactment date. A valuation
allowance is recorded to reduce the carrying amounts of deferred tax
assets unless it is more likely than not, that such assets will be
realized.
(h) Loss Per Common Share:
Loss per common share was calculated by dividing the net loss by the
weighted average number of shares outstanding for each period
presented.
(i) Investments/Statement of Comprehensive Income:
Investments in debt and equity securities are classified as
available-for-sale, held-to-maturity or as part of a trading
portfolio. Our investment in equity securities, all which are
classified as available-for-sale, are carried at fair value and their
unrealized gains and losses, net of tax, are reported as accumulated
other comprehensive income (loss) as a separate component of
shareholders' equity until realized. Unrealized losses considered to
be "other than temporary" are recognized currently in operations. The
cost of securities sold is based on the specific identification
method.
Other comprehensive income items under SFAS 130 are transactions
recorded in shareholders' equity during the year, excluding net income
and transactions with shareholders.
F - 8
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2004 AND 2003
--------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(j) Reclassifications:
Certain reclassifications have been made to the 2003 financial
statements to be in conformity with the presentation used in 2004.
NOTE 3 - DUE TO OFFICER:
As of December 31, 2004 and 2003, the Company was indebted to an
officer for unpaid payroll, in the amount of $118,046 and $42,026,
respectively.
NOTE 4 - SHAREHOLDERS' EQUITY / SUBSEQUENT EVENT:
On September 25, 2004, the Company amended its Certificate of
Incorporation to increase the authorized number of shares of common
stock from 20,000,000 to 500,000,000. In addition, the Company
effected a 50 for 1 forward split of its common stock. All shares and
per share amounts have been retroactively restated to reflect this
forward split.
In 2003 the Company issued 1,000,000 shares of common stock in lieu of
payment of consulting fees aggregating $20,000.
On February 12, 2004, the Company's registration statement for an
initial public offering of its common stock was declared effective.
The Company intended to offer 2,500,000 shares of common stock, at
$1.00 per share, which includes 500,000 shares of common stock offered
by a selling stockholder. The shares of Company common stock were to
be offered and sold on a self-underwritten basis by using Company
officers, directors, participating licensed broker-dealers or in
private transactions. The Company was unable to successfully complete
this offering.
On January 20, 2005, subsequent to the balance sheet date, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement")
by and among the Company, CRS Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company ("Merger Sub"), CRS
Delaware, Inc., a Delaware corporation and a wholly owned subsidiary
of the Company ("CRS Delaware"), and Rexahn, Corp, a Maryland
corporation ("Rexahn"), pursuant to which immediately after giving
effect to a 1-for-100 reverse stock split (the "Reverse Stock Split")
and the reincorporation of the Company as a Delaware corporation under
the name "Rexahn Pharmaceuticals, Inc." ("Rexahn Pharmaceuticals"),
Merger Sub will be merged with and into Rexahn (the "Merger") with
Rexahn as the surviving corporation and a wholly owned subsidiary of
the Company.
The Merger Agreement provides that upon the consummation of the
Merger, (i) each share of the issued and outstanding Rexahn common
stock (other than dissenting shares) will be converted into the right
to receive five shares of Rexahn Pharmaceuticals common stock and (ii)
each issued and outstanding option to purchase shares of Rexahn common
stock, whether vested or then exercisable, will be converted into an
option to purchase shares of Rexahn Pharmaceuticals common stock.
After the consummation of the Merger, current stockholders of Rexahn
will hold approximately 91.8% of the issued and outstanding common
stock of Rexahn Pharmaceuticals and current stockholders of the
Company will hold approximately 8.2% of the issued and outstanding
Rexahn Pharmaceuticals common stock.
F - 9
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2004 AND 2003
--------------------------
NOTE 4 - SHAREHOLDERS' EQUITY / SUBSEQUENT EVENT (CONTINUED):
Immediately prior to the Merger, the Company will reincorporate itself
in the State of Delaware by way of a merger of the Company with and
into CRS Delaware (the "Reincorporation") pursuant to an Agreement and
Plan of Merger dated January 20, 2005 between the Company and CRS
Delaware (the "Reincorporation Merger Agreement"), whereby each share
of common stock of the Company will be converted into the right to
receive one share (after giving effect to the Reverse Stock Split), or
in lieu of effecting the Reverse Stock Split, one one-hundredth
(1/100) of a share, of common stock of Rexahn Pharmaceuticals.
The Merger Agreement has been approved by the boards of directors of
each of Rexahn and the Company. The consummation of the Merger is
subject to, among other things, (i) the approval by stockholders of
Rexahn of the Merger and the Merger Agreement, (ii) subject to the
approval of the Company's stockholders, consummation of (A) the
Reverse Stock Split and (B) the Reincorporation, (iii) the execution
and delivery of a Settlement Agreement between Frank Ferraro and the
Company and (iv) other customary conditions.
Rexahn is a biopharmaceutical company focused on the development of
signal inhibitor drug therapies for the treatment of cancer and other
diseases. Rexahn intends to develop and commercialize new signal
inhibitor cancer drugs with greater clinical benefits for cancer
patients. Rexahn's principal corporate offices are located in
Rockville, Maryland in Maryland's I-270 technology corridor.
NOTE 5 - INCOME TAXES:
2004 2003
---------- ----------
Deferred tax assets and liabilities consist of the following:
Deferred tax assets:
Net operating loss carry forwards $ 215,000 $ 127,000
Less valuation allowance (215,000) (127,000)
---------- ----------
$ -- $ --
========== ==========
No provision for Federal and state income taxes has been recorded
since the Company has incurred losses since inception. Deferred tax
assets at December 31, 2004, consist primarily of the tax effect of
net operating losses that expire in years beginning in 2011 and which
amounts to approximately $640,000 at December 31, 2004. The Company
has provided a 100% valuation allowance on the deferred tax assets at
December 31, 2004, to reduce such asset to zero, since there is no
assurance that the Company will generate future taxable income to
utilize such asset. Management will review this valuation allowance
periodically and make adjustments as warranted.
NOTE 6 - COMMITMENTS:
Lease:
Effective December 1, 2002 the Company entered into a lease for office
space and ancillary services. This lease requires monthly payments of
$1,250 and has an initial term of 12 months. This lease was extended
for an additional 12-month period and expired in December 2004.
Effective January 2005, the Company is occupying space in the
residence of its sole officer at no charge.
F - 10
CORPORATE ROAD SHOW.COM, INC.
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2004 AND 2003
--------------------------
NOTE 6 - COMMITMENTS (CONTINUED):
Employment Agreements:
On January 1, 2003, the Company entered into an employment agreement
with its Chief Executive Officer and Chairman of the Board, for a term
of two (2) years commencing on such date, providing for an annual
salary of $90,000. In addition to his annual salary, this officer has
the right to participate in any share option plan, share purchase
plan, retirement plan or similar plan offered by the Company, to the
extent authorized by the Board. See also Note 3.
F - 11
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the issuer has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized on this 29th day of March,
2005.
CORPORATE ROAD SHOW.COM INC.
By: /s/ FRANK FERRARO
---------------------------
FRANK FERRARO
Chairman, President and
Chief Executive Officer
Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed on the 29th day of March, 2005 by the following persons on
behalf of the issuer and in the capacities indicated:
Name Title
---- -----
/s/ Frank Ferraro Chairman, President and Chief Executive
-------------------------------- Officer (principal executive, financial and
Frank Ferraro accounting officer)
EXHIBIT INDEX
Exhibit Number Exhibit Description
-------------- -------------------
3.1.2 Amendment to Articles of Incorporation
21.1 Subsidiaries
31.1 Certification of Chief Executive Officer and Chief Financial
Officer of Periodic Report Pursuant to Rule 13a-15(e) or Rule
15d-15(e).
32.1 Certification of Chief Executive Officer and Chief Financial
Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.