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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934 (Fee Required)
For the fiscal year ended June 30, 1996
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 (No Fee Required)
For the transition period from ___________ to ___________
Commission File Number 0-27344
HIGHTEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-0894692
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
4190 Bonita Rd., Suite 105
Bonita, CA 91902
(Address of principal executive offices)
(619) 297-2717
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 per share
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirement for the past 90 days. YES _X_ NO___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S- K(229.405 of this chapter) is not contained herein,
and will not be contained, the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. ( )
State issuer's revenues for its most recent fiscal year. $61,373
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which stock was sold, or
the average bid and asked prices of such stock, as of a specific date within the
past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act).
September 23, 1996.
399,205 shares at $0.50 = $199,603
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FORM 10-KSB
INDEX
PART I
Item 1. DESCRIPTION OF BUSINESS........................ 3
Background of the Company............... 3
Business Description.................... 3
Competition............................. 7
Manufacturing practices/source of supply 7
Method of Sales and Distribution........ 8
Research and Development 8
Employees............................... 8
Item 2. DESCRIPTION OF PROPERTY........................ 9
Item 3. LEGAL PROCEEDINGS.............................. 9
Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITIES STOCKHOLDERS..................... 9
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS................ 9
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS.......................... 9
Introduction............................ 9
Liquidity and Capital Resources......... 10
Results of Operations................... 10
Item 7. FINANCIAL STATEMENTS........................... 11
Item 8. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE....................... 11
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; REGISTRANT COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT......... 11
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Item 10. EXECUTIVE COMPENSATION......................... 15
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.......................... 15
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. 16
Item 13. EXHIBITS AND REPORTS ON FORM 8-K............... 16
Exhibits................................ 16
Reports on Form 8-K..................... 16
SIGNATURES.................................................... 28
LIST OF SUBSIDIARIES.......................................... 29
INDEX TO EXHIBITS............................................. 30
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND OF THE COMPANY
By an action of Shareholders effective on the 31st day of March, 1995,
the Company's name was changed to Hightec, Inc.
The Company was originally organized on October 22, 1968 to act as a
registered investment company. This plan was abandoned in 1970.
On May 1, 1995, the Company acquired its wholly-owned subsidiary,
Navmatic Corporation, a Nevada corporation in a tax-free exchange of stock. The
Company, which previously had 799,205 shares outstanding, exchanged 7,192,845
shares of its common stock for all of the outstanding stock of Navmatic
Corporation (2000 shares of common stock).
BUSINESS DESCRIPTION
The Company manufactures and sells the NAVIGATOR 360 (the "Navigator")
Computer Numerical Control ("CNC") system to be retrofitted to hydraulically
indexed machine tools. The unpatented Navigator technology is wholly owned
subject to a 5% royalty to Exten Industries, Inc., payable on sales through
January, 1997, and a 5% royalty to E.T.C., Inc., payable on all future sales.
The sales price of a typical system is between $40,000 and $60,000.
The Navigator system is the only system in production capable of
accurately controlling three-dimensional contours on hydraulic machines. Cost
considerations make it especially applicable to the very large hydraulic mills
manufactured from the turn of the century through the 1950's. Customers have
reported recapture of the entire cost of a Navigator-equipped machine in as
little as three months.
The NAVIGATOR 360 technology was developed in 1985 by Electronic
Technology Corporation (E.T.C.) to fill the need within the machine tool
industry for simultaneous multiple-axis computer control of very large
hydraulically-driven machines. This successful development followed a decade of
attempts by others to reduce the high cost and improve the output quality of
manual operation of these machines. The first prototype was put in operation in
1985 and the first optimized system was sold in 1987.
Since acquiring the Navigator technology in May of 1992, the Company's
wholly-owned subsidiary, Navmatic Corporation, has reorganized manufacturing,
installation and services procedures to minimize cost and maximize response to
the
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customer's needs. Navmatic currently handles sales and customer support in-house
while sub-contracting system design, fabrication and installation. To stimulate
sales, the company has embarked on a program to lower the retail system sales
price by lowering the cost of the hydraulic control components supplied with the
Navigator 360 package. A new servo valve and manifold configuration, which will
reduce the total system cost by 15 - 20%, are currently under development.
No single supplier is critical to the Company's operation.
The Company primarily markets, designs, quotes, sells and services
Navigator 360 systems. The needs of a potential customer are analyzed, a system
is designed, costs are compiled and quotes are generated in-house. If the sale
is made, purchase orders are placed for off-the-shelf and custom-fabricated
components, and a contract is awarded to a sub-contractor for assembly and
check-out of the system which the Company oversees. On approval by the Company,
the assembler, packages and ships the system. This contractor also supplies
complete as-built drawings for each system while the Company generates and
updates installation and service manuals. If installation is to be provided by
the Company, a contract is awarded to an installer. The recent upswing in
commercial aircraft and automotive sales, which has stimulated the machine tool
industry, is expected to also result in an increase in Navigator sales.
Exploration of overseas markets have recently begun.
Installations of the Navigator 360 system have been successful on a wide
variety of machines employed to produce products from military and commercial
aircraft structural components to automotive production, sheet metal dies to
industrial air conditioning compressors. Of the twenty-one systems listed below,
six were installed between 1992 and 1996.
Installations of record include:
Acro Tech PF Industries
Kirkland, WA
Openside planer conv. 48x148, 1-spindle, 20HP
Acro Tech PF Industries
Kirkland, WA
Planer profiler 53x168, 1-spindle, 20HP
Damar Machine Co.
Monroe, WA
Box planner, 14'
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Damar Machine Co.
Monroe, WA
Cincinnati planer profiler 60x168, 20HP closed column
Demmer Tool and Die Corp.
Lansing, MI
Cincinnati Hydrotel 48x168, 1-spindle, 50HP
Frakes Aviation
Cleburne, TX
Cincinnati Hydrotel 30x120
Freemont Plastic Mold
Freemont, OH
Cincinnati Hydrotel 16x30, 1-spindle, 5HP
GEA Rainey
Catoosa, OK
P&W profiler, multi-spindle
GEA Rainey
Catoosa, OK
P&W Wilson bridge profiler, 6-spindle (2)
Kaamen Die Sinking
North Vernon, IN
Cincinnati Hydrotel 28x120, 1-spindle, 20HP
Le Gobel Co.
Brea, CA
Arrow airframe profiler 52x148, 1-spindle, 15HP
MART
Montreal, QB
Cincinnati Hydrotel 28x120, 3-spindle
Marvin Engineering
Inglewood, CA
Cincinnati 30x120 Hydrotel, 3-spindle, 20HP
Marvin Engineering
Inglewood, CA
Frost profiler 36x168 ram type, 2-spindle, 20HP
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Marvin Engineering
Inglewood, CA
P&W Wilson profiler, 36x144, 4-spindle, 40HP
Matrix Tool & Die
Bryan, OH
Rambaudi RAMCOP 1000 profiler, 40x16x20, 8 spindle
Mikol Missel Air
Gardena, CA
Gray planer profiler, 48x264, 1 spindle, 15HP
Paragon Precision Products
Valencia, CA
Cincinnati Hydrotel, 3-spindle
Park Engineering Co.
Buena Park, CA
Cincinnati 30x120 Hydrotel, 3-spindle, 20HP
Park Engineering Co.
Buena Park, CA
Cincinnati Hydrotel 3-spindle, 20HP
The 21 installations listed above represent 14 customers, 7 of
which re on the west coast. Most of these are primarily involved
in the production of parts for the aviation industry which is
concentrated in the West. Those in the Mid-West are primarily
producers of automotive dies and parts.
COMPETITION
The Company's NAVIGATOR 360 control system is the only system known to
be on the market with which a hydraulically- driven machine can produce low-
tolerance, three-dimensional computer controlled contours. The alternative is to
convert the hydraulic machine to electric motor and ball screw drive. However, a
typical conversion costs two to three times the cost of a Navigator installation
and requires a machine down time of several months compared to the two to three
weeks required for a Navigator installation. In addition, removal of the
hydraulic drives severely reduces the output capacity of many machines.
MANUFACTURING PRACTICES/SOURCE OF SUPPLY
Each Navigator system is custom-designed to meet the customer's
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requirements. All necessary system components are then purchased from
manufacturers, either as off-the-shelf or built-to-spec items. The system is
then assembled and tested by a subcontractor who also supplies as-built
drawings. Following acceptance of the test results by the Company, the
subcontractor packages and ships the system directly to the customer.
The Company does no installation. Depending on the customer's situation,
the Company may arrange for a complete turnkey installation by an experienced
installer or supply the customer with the engineering and technical input
necessary for the customer to successfully accomplish the installation on its
own. In any event, the sales price always includes final checkout and adjustment
of the system by the Company. None of the individual parts are unique and are
available from numerous suppliers.
METHOD OF SALES AND DISTRIBUTION
Sales are handled directly by the Company. Leads are generated through
advertisements in National industry publications and contacts with the
retrofitting community.
No distribution network is involved, although some sales are made to
installers who then resell the system with installation as a package to the end
user.
RESEARCH AND DEVELOPMENT
The Company currently spends no funds for research and development. To
date, expenses for evaluation of a new hydraulic valve design have been borne by
the potential vendor. The Company plans to incur no significant expense in the
development of a lower-cost valve. It is expected that a vendor's stock valve
can be modified to meet the Company's requirements and that the cost of
engineering and testing will be borne by the vendor. The reduced cost will be
the result of using a valve which is a modified production unit rather than a
custom unit built totally to the Company's specifications as is now the case.
The Company is not actively considering the acquisition of other
products at this time.
EMPLOYEES
The Company has no paid or commissioned sales staff. The cost of
marketing is solely in the cost of advertising. Mr. Campbell's profit-based
consulting fee is the only regular compensation paid to officers.
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ITEM 2. DESCRIPTION OF PROPERTY
The Company owns no real property. It maintains an address rent free
from EFM Venture Group, Inc. at 4190 Bonita Road, #105, Bonita, California
91902. This office is primarily for the delivery of mail.
The Company's subsidiary, Navmatic Corporation rents office space for
its administrative operation for $50 per month, on a month to month basis, from
Mr. Malcolm Campbell at 3756 Pioneer Place, San Diego, California 92103.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings involving the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
STOCKHOLDERS
There were no matters submitted to the shareholders during the fourth
quarter.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
The Company's common stock was approved for listing on the NNOTC on
September 20, 1996 under the symbol "HTEH". As of September 27, 1996 there were
no known trades. The stock was quoted $0.25 bid and $0.75 asked. On September
27, 1996 there were 23 stockholders of record.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
INTRODUCTION
Hightec, Inc. ceased operations in 1973 and, according, had no revenues
from operations until it's merger with Navmatic Corporation and has had limited
working capital reserves. The following discussion should be read while keeping
in mind that on May 1, 1995, Hightec, Inc. recommenced operations with the
reverse acquisition of Navmatic Corporation, a company which produces and sells
numerical control systems for use with hydraulic machinery. Since the Company
has accounted for the acquisition as a recapitalization, the consolidated
financial statements include the
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activity of Navmatic, which is a wholly owned subsidiary of Hightec , Inc., for
all periods. Also, one should keep in mind that there was a corresponding change
in control on May 1, 1995.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has principally relied upon the cash flow
generated from its operations for working capital. Additional capital has been
provided by the original investors and, more currently, from the shareholders of
the wholly owned subsidiary, Navmatic Corporation.
Net income of $13,000 was generated by the Company for the year ended
June 30, 1995, and $2,645 in cash was absorbed by operations. The Company can
continue to finance operating activities at the present time in this manner.
Down payments from orders are sufficient to provide the necessary working
capital to deliver the product.
RESULTS OF OPERATIONS
For the Year Ended June 30, 1996 as Compared to the Year Ended June 30,
1995
Revenues increased by $29,891 (94.5%) from $31,562 for the year ended
June 30, 1995 (FY 1995) to $61,373 for the year ended June 30, 1996 (FY 1996).
This increase was due to the fact that the Company had substantially larger
contracts during FY 1996 versus FY 1995.
As discussed above under "BUSINESS DESCRIPTION", revenues may be
expected to increase through ongoing operations and increases as the machine
tool industry continues to expand. In addition, the Company expects increases in
its service and maintenance contracts. The Company is expecting to capitalize on
its newer low cost system of machining for smaller machine shops.
Cost of goods sold increased by $17,766 (67.0%) from $26,505 in FY 1995
to $44,271 in FY 1996 due to increased sales. As a percentage of revenues, cost
of goods sold decreased from 83.9% in FY 1995 to 72.1% in FY 1996 due to lower
negotiated costs of hardware increased system sales prices.
Operating expenses increased from $1,169 in FY 1995 to $2,320 in FY
1996. However, operating expenses as a percentage of revenues remained
essentially constant, equalling 3.7% in FY 1995 and 3.8% in FY 1996.
The Company's business is sensitive to the manufacturing cycle in the
United States, especially to the military and aircraft segment. The Company is
also affected
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by the general long-term decrease in heavy manufacturing in the United States.
However, the Company believes that its increase in the sale of services is an
indication that work in the shops for which the Navigator system is appropriate
is on an up cycle.
The Company expects an increase in sales when work is completed on a new
valve which could be the basis for a lower-cost system more attractive to the
smaller machine shops.
The Company continues to generate sufficient cash for the current and
foreseeable future needs from profits.
ITEM 7. FINANCIAL STATEMENTS
The full text of the Company's audited financial statements for the
fiscal year ended June 30, 1996 begins on page 17 of this Report.
ITEM 8. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were none.
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; REGISTRANT COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT
The directors and Officers of the Company, all of those whose terms will
expire one year from there election, or at such a time as their successors shall
be elected and qualified are as follows:
NAME AND ADDRESS AGE TITLE
---------------- --- -----
Malcolm D. Campbell 61 President/CFO/Director
3756 Pioneer Place
San Diego, CA 92103
Barry D. Russell 62 Director
1234 W. 7th Ave., #3
Vancouver, BC V6H1B6
Arlen O. Barksdale, Ph.D. 51 Director/Secretary
1136 Lime Place
Vista, CA 92083
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Resumes of the Directors and Officers of the Company are:
MR. MALCOLM D. CAMPBELL was elected President, CFO and
Director of Hightec, Inc. on May 30, 1995 and currently serves
in those capacities. He is also an Officer and Director of the
Company's wholly-owned subsidiary, Navmatic Corporation,
having been President from September, 1982 to May, 1992,
Director from September, 1982 to present, and Secretary and
Vice President from May, 1992 to present.
He served as Director of Exten Industries from December, 1990
to May, 1994, as President and CEO from November 1992 to
February 1994, as CFO from February, 1994 to May, 1994 and as
Secretary from February, 1994 to October, 1994. Exten
Industries is a publicly-held holding corporation. He also
served as Director, Secretary and Vice President of Technology
of Exten's bio-tech subsidiary, Xenogenex, from April, 1992 to
October, 1994, from April, 1994 to October, 1994 and December,
1992 to October, 1994, respectively. Xenogenex's business is
the development of a synthetic bio-liver.
Mr. Campbell has held management positions in numerous
start-up and turn-around small businesses including:
Operations Manager of XXSYS, a publicly-traded composite
material application developer; President and Director of PDI
International, which markets U.S. technology overseas;
President, CEO and Director of Composites Technology, Inc., an
instrument manufacturer; CEO, Director and Operations Manager
of Syscor, Inc., a security systems provider; and President
and Director of Twentieth Century Investments, Inc., a blind
pool/blank check company.
From 1957 to 1981, Mr. Campbell was employed by the Convair-
Astronautics Division of General Dynamics Corporation as a
Research Scientist and Group Engineer, where he managed
research laboratories employing up to 20 persons with an
annual budget in excess of $2,500,000. He is recognized
throughout the aerospace industry as an expert on materials
testing and the design of cryogenic instrumentation. He was
first to successfully measure the thermal expansion
coefficients of "zero expansion" pseudo-isotropic graphite-
epoxy laminates for optical structure applications in space
and operated the industry's first indoor liquid hydrogen
research facility.
Mr. Campbell received a Bachelor of Science degree from
Bethany College, Bethany, West Virginia, in physics and
mathematics in 1957.
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He is the author of approximately 300 technical articles,
books, and papers.
MR. BARRY D. RUSSELL was elected a Director and Secretary of
Hightec, Inc. on September 5, 1995, and currently serves in
that capacity.
From 1988 to 1991, he was President and Chief Executive
Officer of Bowne of Vancouver, Inc. and a Director of Bowne of
Canada, Inc. Both companies are wholly-owned subsidiaries of
Bowne and Co., the leading international financial printing
company. Bowne and Co. is listed on the American Stock
Exchange.
Mr. Russell was the owner and Manager of Pola Graphics Ltd., a
premier typesetting company from 1975 to 1988; the controlling
shareholder of Infocorp Financial and Security Printing Corp.
from 1984 to 1988, and the controlling shareholder of Wesmin
Graphics, Inc., a commercial printing company from 1983 to
1988. All three companies were acquired by Bowne of Canada,
Inc., in 1988.
He acquired control of Vancouver's Business Report, a monthly
business magazine published in Vancouver. In 1978 he became a
member of the Washington, D.C. based Typographers
International Association and served as a member of the
Executive Board of the Western Chapter from 1980 to 1985. In
1981, Mr. Russell was elected to the Board of Directors and
appointed Chairman of the Board of First Entertainment
Corporation, a public company newly listed for trading on the
Vancouver Stock Exchange. In 1991, Mr. Russell assumed the
additional duties of President and Chief Executive Officer.
DR. ARLEN O. BARKSDALE was elected a Director of Hightec, Inc.
on September 5, 1995, and currently serves in that capacity.
Since 1991, he has been President and Chief Executive Officer
of Pyramid Graphics and Printing which targets the
institutional and health care sector through supply and
distribution channels. From 1990 to 1991, he was Chief
Operations Officer of AbuKhalaf & Sons, Amman Jordan, a
Maquiledore manufacturer of high-volume OEM computer
assemblies in Mexico with a target export market of $15M.
Dr. Barksdale was Professor and Dean of National University's
School
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of Computer Science and Engineering from 1988 to 1990, serving
at campuses in San Diego, Los Angeles, Orange County, Las
Vegas and Costa Rica. In this position, he developed
advertising and marketing and curriculum for
Telecommunications, Computer and Information Science,
Manufacturing Engineering and Software Engineering Programs.
He also interfaced with health care providers on
telecommunication, networks, analysis and treatment equipment
as well as specialized scheduling software.
From 1985 to 1988 he was President and Chief Executive Officer
of Petrocast, Dallas, Texas, a developer of high-tech
equipment, systems and processes for the health care industry.
He was President and Technical Operations Manager of Skytec
Systems, Dallas, Texas, a manufacturer of TVRO microwave
systems, from 1980 to 1985; President and Chief Operating
Officer, Sales and Marketing, of Cory Enterprises, Ft. Worth,
Texas, a manufacturer of mechanical and electrical assemblies
from 1977 to 1980; and Director of Operations of Texas
Instruments, Dallas, Houston, Lubbock and Sherman, Texas and
Bedford England operations where he supplied marketing,
advertising and technical support for high volume
manufacturing of calculator and computer products.
He was a Postdoctoral Fellow M.D., Anderson Cancer Research
Institute, Materials Science Dep't., Rice University; AEC
Research Fellow, Physics Dep't., Rice University; Engineering
Technician, Bell Helicopter; Production Planner, Ling Temco
Vought; and Machinist/Draftsman, Chicago Pneumatic.
Dr. Barksdale received an A.A. in Biology and Math from
Weatherford College in 1967, a B.S. in Physics, Math and
Chemistry from the University of Texas in 1969, an M.A. in
Physics (Solid State) from Rice University in 1972; and a
Ph.D. in Physics (Solid State) from Rice University in 1973.
He has received numerous honors from academic institutions and
national organizations.
ITEM 10. EXECUTIVE COMPENSATION
Mr. Malcolm D. Campbell, President/Director, receives 20% of gross
profit from sales. His total remuneration in the fiscal year ending June 30,
1996 was $120. No other Officer or Director of the Company receives any
remuneration from the Company.
There is no annuity, pension or retirement benefits proposed to be paid
to
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officers, directors or employees of the Company in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or
contributed to by the Company or any of its subsidiaries, if any.
No remuneration other than that reported in this item is proposed to be
paid in the future directly or indirectly by the Company to any Officer or
Director under any plan which is presently existing. No options have been
granted.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation
-------------------------- ---------------------------------
Name Year Salary Bonus Other Restricted Options/ LTIP All other
and ($) ($) annual Stock SARs payouts compen-
Principle compen- Award(s) (#) ($) sation
Position sation (#) ($)
($)
- --------- ---- ------ ----- ------- ---------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Malcolm 1996 0 0 120. 0 0 0 0
Campbell
(CEO)
</TABLE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of November 15, 1995, the following persons were known by the Company
to own, of record beneficially, 5% or more of the Company's common stock:
<TABLE>
<CAPTION>
Name and Address Title Or Type of Amount Percentage
Class Ownership Owned Owned
---------------- -------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
EFM Venture Group(1) Common Record 3,596,423 45%
505 Camino Elevado
Bonita, CA 91902
Complete Security Common Record 3,996,422 50%
Service Defined
Benefits Pension
Trust(2)
3756 Pioneer Place
San Diego, CA 92103
</TABLE>
-----------------
(1) EFM Venture Group, Inc., a California Corporation, is owned
one-third each by Edward F. Myers III, Shari Myers Sapp and Dr.
and Mrs. Edward F. Myers. Dr. Myers is a Director of Navmatic
Corporation. (2) Malcolm D. Campbell is Trustee of the Trust. He
serves as President, CFO and Director of Hightec and President
and Director of Navmatic Corporation. Mr. Campbell may be deemed
"parent" of the Company as defined by the Securities and Exchange
Commission.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 31, 1995, the Company sold 400,000 shares of common stock to
its president, Malcolm D. Campbell, for $5,500. The sale was made as a
non-public offering in reliance on Section 4(2) of the Securities Act of 1933 as
amended.
On May 1, 1995 the Company issued 7,192,845 shares of its common stock
to the two stockholders of Navmatic Corporation, EFM Venture Group, Inc.
(3,596,423) and Mr. and Mrs. Malcolm Campbell (3,596,422), in exchange for all
of the outstanding shares of Navmatic Corporation (2000 common shares). The
exchange was made as a non public offering in reliance on Section 4(2) of the
Securities Act of 1933 as amended.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
The following exhibit documents are included by reference to the
Company's Form 10-SB Amendment Number 2:
(2) Plan of acquisition.
(3) i Articles of incorporation
(3)ii By-laws
(21) Subsidiaries of the registrant
The following exhibits are included with this filing:
(24) Consent of Auditor.
(27) Financial Data Schedule
REPORTS ON FORM 8-K
There were none.
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HIGHTEC, INC.
FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
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HIGHTEC, INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditor's Report ............................................ F-3
Balance Sheet ........................................................... F-4
Statements of Operations ................................................ F-5
Statement of Changes in Stockholders' Equity ............................ F-6
Statements of Cash Flows ................................................ F-7
Notes to Consolidated Financial Statements .............................. F-8
</TABLE>
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INDEPENDENT AUDITOR'S REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
OF HIGHTEC, INC.:
We have audited the accompanying consolidated balance sheet of Hightec, Inc. as
of June 30, 1996 and 1995 and the related consolidated statements of operations,
changes in stockholders' 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 audit.
We conducted our audits 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 Hightec, Inc. as of June 30,
1996 and 1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
/s/ Harlan & Boettger
Harlan & Boettger, CPA's
August 13, 1996
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HIGHTEC, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
---------------------------
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 897 $ 3,542
Accounts receivable 24,945 --
Interest receivable 513 --
Inventory 3,100 --
----------- -----------
TOTAL CURRENT ASSETS 29,455 3,542
PROPERTY AND EQUIPMENT,
less $21,844 of accum. depreciation (Note B) -- --
----------- -----------
$ 29,455 $ 3,542
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 11,106 $ --
Income tax payable 2,295 488
----------- -----------
TOTAL LIABILITIES 13,401 488
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
50,000,000 shares authorized,
7,992,050 shares issued and outstanding 7,992 7,992
Paid in capital 1,540,051 1,540,051
Less stock subscription receivable (Note C) (5,500) (5,500)
Retained deficit (1,526,489) (1,539,489)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 16,054 3,054
----------- -----------
$ 29,455 $ 3,542
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
20
<PAGE> 21
HIGHTEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the year ended June 30,
----------------------------
1996 1995
---------- ----------
<S> <C> <C>
REVENUES
Sales $ 61,373 $ 31,562
COST OF GOODS SOLD 44,271 26,505
---------- ----------
GROSS PROFIT 17,102 5,057
OPERATING EXPENSES 2,320 1,169
---------- ----------
INCOME FROM OPERATIONS 14,782 3,888
OTHER INCOME (EXPENSES)
Interest income 513 --
---------- ----------
INCOME BEFORE TAXES 15,295 3,888
Income Taxes (Note D) 2,295 488
---------- ----------
NET INCOME $ 13,000 $ 3,400
========== ==========
NET INCOME PER SHARE $ 0.002 $ 0.0004
========== ==========
AVERAGE COMMON SHARES OUTSTANDING 7,992,050 7,326,046
========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
21
<PAGE> 22
HIGHTEC, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Common Stock
Common Stock Subscribed
------------------- ---------------- Paid in Retained
Shares Amount Shares Amount Capital Deficit Total
--------- ------ ------- ------ ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1994 7,592,050 $7,592 -- $ -- $1,534,951 $(1,542,889) $ (346)
Issues 400,000 shares of
Common stock net of
$5,500 in subscriptions
receivable -- -- 400,000 400 5,100 -- 5,500
Net income for year -- -- -- -- -- 3,400 3,400
--------- ------ ------- ---- ---------- ----------- --------
Less subscription receivable -- -- -- -- -- (5,500) --
--------- ------ ------- ---- ---------- ----------- --------
BALANCE, JUNE 30, 1995 7,592,050 7,592 400,000 400 1,540,051 (1,539,489) 3,054
Net income for year -- -- -- -- -- 13,000 13,000
BALANCE, JUNE 30, 1996 7,592,050 $7,592 400,000 $400 $1,540,051 $(1,526,489) $ 16,054
========= ====== ======= ==== ========== =========== ========
</TABLE>
The accompanying notes are an integral part of this statement.
22
<PAGE> 23
HIGHTEC, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the year ended June 30
--------------------------
1996 1995
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 13,000 $ 3,400
Adjustments to reconcile net
income to net cash provided by
operating activities:
Change in accounts receivable (24,945) --
Change in interest receivable (513) --
Change in accounts payable 11,106 --
Change in income tax payable 1,807 (312)
Change in inventory (3,100) --
-------- -------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (2,645) 3,088
-------- -------
NET INCREASE (DECREASE) IN CASH (2,645) 3,088
CASH, BEGINNING OF PERIOD 3,542 454
-------- -------
CASH, END OF PERIOD $ 897 $ 3,542
======== =======
</TABLE>
The accompanying notes are an integral part of this statement.
23
<PAGE> 24
HIGHTEC, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
The financial statements include the accounts of Hightec, Inc. and its
wholly owned subsidiary Navmatic Corporation (together, the "Company").
All intercompany transactions have been eliminated in consolidation.
COMPANY
Hightec Fund, Inc. was incorporated under the laws of the state of
Delaware in October, 1968. During March, 1995 the Board of Directors
changed the name from Hightec Fund, Inc. to Hightec, Inc.
Hightec, Inc. was inactive until May 21, 1995 on which date it acquired
Navmatic Corporation ("Navmatic") in a reverse acquisition. The
historical financial statements of the Company presented include the
financial condition and results of operations of Navmatic for all
reported periods.
ACQUISITION
During May 1995, pursuant to an agreement between Hightec, Inc. and
Navmatic Corporation, Hightec, Inc. acquired Navmatic in a reverse
acquisition. Hightec, Inc. issued 7,192,845 shares of common stock for
all of the outstanding shares of Navmatic. Because Hightec, Inc. was
inactive prior to the acquisition, this acquisition has been accounted
for as a recapitalization of the Company's stockholders' equity rather
than as a business combination.
BUSINESS ACTIVITY
The Company, through its wholly owned subsidiary is in the business of
manufacturing and selling the Navigator 360 Computer Numerical Control
system to be retrofitted to hydraulically indexed machine tools.
BASIS OF ACCOUNTING
The Company's policy is to use the accrual method of accounting and to
prepare and present financial statements which conform to generally
accepted accounting principles. 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 reported
amounts of revenues and expenses
24
<PAGE> 25
HIGHTEC, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(CONTINUED)
during the reporting periods. Actual results could differ from those
estimates.
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
REVENUE AND COST RECOGNITION
The Company recognizes sales revenues in full at the time of shipment.
Cost of sales and general and administrative costs are charged to
expense as incurred.
INVENTORY
Inventory consists of raw materials and is stated at lower of cost
(using the first-in, first-out method) or market.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Major renewal and
improvements are capitalized, while maintenance and repairs are expensed
when incurred. Depreciation is computed over the estimated useful lives
of depreciable assets using the straight-line method. The cost and
accumulated depreciation for fixed assets sold, retired, or otherwise
disposed of are relieved from the accounts and resulting gains or losses
are reflected in income. Depreciation is computed over the following
estimated useful lives:
Furniture 5-7 Years
Equipment 5-7 Years
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of
various assets for financial and income tax reporting. The deferred tax
assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled. Deferred taxes also are
recognized for operating losses that are available to offset future
taxable income and tax credits that are available to offset federal
income taxes.
25
<PAGE> 26
HIGHTEC, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(CONTINUED)
B. PROPERTY AND EQUIPMENT
Property and Equipment consists of:
<TABLE>
<CAPTION>
June 30,
------------------
1996 1995
------- -------
<S> <C> <C>
Furniture $ 8,681 $ 8,681
Equipment 13,163 13,163
------- -------
Total 21,844 21,844
Less Accumulated
Depreciation 21,844 21,844
------- -------
Net Property and
Equipment $ -- $ --
======= =======
</TABLE>
C. SUBSCRIPTION RECEIVABLE
During March, 1995 the Company issued 400,000 shares of its common stock
to Malcolm Campbell, president of the Company, in exchange for a
subscription receivable in the amount of $ 5,500. The subscription
receivable bears interest at 8% and both principal and interest are due
and payable March 31, 1997. Accordingly, the subscribed stock is
reflected in the accompanying financial statements as a separate
component of stockholder's equity, net of any subscriptions receivable.
D. INCOME TAXES
The provision for income taxes for the years ended June 30, 1996 and
1995 is summarized as follows:
<TABLE>
<CAPTION>
Year ended June 30,
-------------------
1996 1995
------ ----
<S> <C> <C>
Current income taxes - federal $2,295 $488
Deferred income taxes -- --
------ ----
Provision for income taxes $2,295 $488
====== ====
</TABLE>
26
<PAGE> 27
HIGHTEC, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(CONTINUED)
The Company has a capital loss carryforward of approximately $ 52,750
which can be used to offset future capital gains.
F. CAPITAL STOCK
In April 1995 the Company amended its Articles of Incorporation and
increased its total number of shares of common stock authorized to
50,000,000 and changed the par value per share to $0.001.
G. LEASE COMMITMENTS
The Company has no lease commitments for offices as of June 30, 1996.
The Company rents its offices under a month to month rental agreement.
H. SUPPLEMENTAL CASH FLOW INFORMATION:
Supplemental disclosures of cash flows for the years ended June 30, 1996
and 1995 are summarized as follows:
<TABLE>
<CAPTION>
June 30,
------------
1996 1995
---- ----
<S> <C> <C>
Cash Paid for income taxes $488 $ --
==== ====
</TABLE>
27
<PAGE> 28
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the resistrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 23rd day of
September, 1996.
HIGHTEC, INC.
By: /s/ Malcolm D. Campbell
-----------------------
Malcolm D. Campbell
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Malcolm D. Campbell President, CFO, Director 09/23/96
- -----------------------
Malcolm D. Campbell
/s/ Barry D. Russell Director 09/23/96
- -----------------------
Barry D. Russell
/s/ Arlen O. Barksdale Secretary, Director 09/23/96
- -----------------------
Arlen O. Barksdale
28
<PAGE> 29
LIST OF SUBSIRIARIES
As of September 23, 1996, registrant had one subsidiary, Navmatic, Inc.
29
<PAGE> 30
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
24 Consent of Harlan & Boettger 31
27 Financial Data Schedule 32
30
<PAGE> 1
EXHIBIT 24
HARLAN & BOETTGER
Certified Public Accountants
12626 High Bluff Drive, Suite 200
San Diego, California 92130
(619) 755-8113
September 5, 1996
Board of Directors
Hightec, Inc.
4190 Bonita Road, #105
Bonita, California 91902
Re: Consent to Use Opinions as Exhibits in 1996 Form 10-KSB
Gentlemen:
Let this letter serve as our consent to use our opinions, dated June 30,
1996 as exhibits in the Company's 1996 form 10-KSB.
Sincerely,
/s/ Harlan & Boettger
31
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 897
<SECURITIES> 0
<RECEIVABLES> 25,458
<ALLOWANCES> 0
<INVENTORY> 3,100
<CURRENT-ASSETS> 29,455
<PP&E> 21,844
<DEPRECIATION> (21,844)
<TOTAL-ASSETS> 29,455
<CURRENT-LIABILITIES> 13,401
<BONDS> 0
0
0
<COMMON> 7,992
<OTHER-SE> 8,062
<TOTAL-LIABILITY-AND-EQUITY> 16,054
<SALES> 61,373
<TOTAL-REVENUES> 61,886
<CGS> 44,271
<TOTAL-COSTS> 2,320
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 15,292
<INCOME-TAX> 2,295
<INCOME-CONTINUING> 13,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,000
<EPS-PRIMARY> .002
<EPS-DILUTED> .002
</TABLE>
