<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[ ] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended March 31, 1996
[ ] Transition report under Section 13 or 15(d)of the Securities Exchange Act of
1934
For the transition period from __________ to __________
Commission file number 33-36670
Savin Electronics Inc.
(Name of Small Business Issuer in Its Charter)
New Jersey 22-3061278
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
c/o Gary B. Wolff, P.C., 747 Third Avenue, New York, NY 10017
- --------------------------------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
New York 212-644-6446 Israel 011 972 3 9211091
- -----------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
None
Securities registered under Section 12(g) of the Exchange Act:
None
(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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes xx No
1
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All financial information contained herein (with the exception
of Note 9 to the Company's financial statements entitled "Subsequent Events")
relates to the Company as of the close of its March 31, 1996 fiscal year. As
hereinafter indicated (see Part I, Item 1 - Description of Business) the Company
from inception in August 1990 until closing of an acquisition in April of 1996
was an inactive public "shell". To the extent practicable certain information
appearing hereinafter has been updated past the close of the Company's fiscal
year so as to report information relating to the aforesaid acquisition. A
considerable portion of such information has already been reported by virtue of
the Company having filed Form 8-Ks with dates of report of September 28, 1995
and March 21, 1996 (as indicated in Item 13 hereof).
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 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 - $-0-
The aggregate market value for the 2,000,000 shares of voting
stock (all of one class of $.0001 par value Common Stock) held by
non-affiliates* of Registrant as of July 11, 1996 is $6,500,000 based upon an
average of the bid ($2.75) and asked ($3.75) prices for such stock on the date
heretofore indicated. See Item 5 (a) which indicates the limited, if any,
trading activity in the Registrant's securities for the periods indicated. By
virtue hereof, it is difficult if not impossible to accurately arrive at a
completely realistic "aggregate market value" of Registrant shares held by
non-affiliates as called for herein especially in view of the fact that the
existence of limited or sporadic quotations should not of itself be deemed to
constitute an "established public trading market". The above statements
regarding "aggregate market value" and "established public trading market"
should be taken into careful consideration when considering the information
contained herein regarding the indicated "aggregate market value" of shares of
voting stock held by non-affiliates.
*Affiliates for the purpose of this item refers to the
Registrant's officers and directors and/or any persons or
firms (excluding those brokerage firms and/or clearing houses
and/or depository companies holding Registrant's securities as
record holders only for their respective clienteles'
beneficial interest) owning 5% or more of the Registrant's
Common Stock, both of record and beneficially - all as of July
11, 1996.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____ No ____
Not Applicable
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APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 8,150,000 shares as
of July 11, 1996.
Transitional Small Business Disclosure Format: Yes x No
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual report to
security-holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act").
None
3
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
Number
<S> <C> <C>
PART I
Item 1. Description of Business 5
Item 2. Description of Property 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of
Security Holders 5
PART II
Item 5. Market For Common Equity and Related
Stockholder Matters 6
Item 6. Management's Plan of Operation 7
Item 7. Financial Statements 9
F1 - F10
Item 8. Changes in and Disagreements With
Accountants on Accounting and
Financial Disclosure 10
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance With
Section 16(a) of the Exchange Act 10
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial
Owners and Management 13
Item 12. Certain Relationships and Related
Transactions 15
Item 13. Exhibits, List and Reports on Form 8-K 15
</TABLE>
4
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ITEM 1. DESCRIPTION OF BUSINESS
Savin Electronics Inc. (hereinafter "SVPS" or the "Company")
is a development stage company incorporated in the State of New Jersey in
August, 1990. The Company filed a Self- Underwritten Registration Statement on
Form S-18, which Registration Statement was declared effective on November 1,
1991 and closed in January of 1992. Since conclusion of its aforesaid public
offering of securities the Company had been pursuing its stated business
activities seeking to acquire business(es); its public offering having been a
"blind pool/blank check" offering. The Company had basically been inactive since
"going public" until closing in April 1996 of its initial acquisition.
The Company has not had any revenues from operations from
inception through March 31, 1996.
Reference is herewith made to Item 6 hereof regarding
Management's Plan of Operations with respect to proposed future Company
activities taking into consideration its aforesaid April 1996 acquisition..
EMPLOYEES
Throughout fiscal year ended March 31, 1996 the Company had no
employees other than its President. See Plan of Operations regarding Company
employees subsequent to and commencing upon closing of April 1996 acquisition.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently maintains an office, rent free, at the
offices of its counsel (Gary B. Wolff, P.C.) at 747 Third Avenue, New York, New
York 10017. Its business activities are principally conducted out of its wholly
owned subsidiary's executive offices located at Savin House, 68 Amal Street,
Petah Tikva 49130, Israel, whereat such subsidiary occupies approximately 35,000
square feet of space pursuant to operating lease(s) entered into in July 1992,
commencing effective January 1, 1993 and expiring December 31, 1997 with such
subsidiary having the option to renew through November 30, 2002. Rent thereat is
currently approximately $172,500 per annum with annual increases approximating
6% per annum.
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently a part to any material litigation
nor, to the knowledge of management, is any material litigation threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has not held an annual meeting of stockholders for
fiscal year ended March 31, 1996. While the Company does currently intend to
hold an annual meeting of stockholders for its fiscal year ended March 31, 1996
it has not, as yet, formalized any specific plans as to any proposed date for
such meeting.
5
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) Marketing Information. The following table sets forth, for
the periods indicated, the range of high and low bid prices on the dates
indicated for the Company's securities indicated below for each full quarterly
period within the two most recent fiscal years (if applicable) and any
subsequent interim period for which financial statements are included and/or
required to be included.
<TABLE>
<CAPTION>
Fiscal Year Ended March 31, 1995 Quarterly Common Stock Price
By Quarter Ranges
Quarter Date High Low
<S> <C> <C> <C>
1st June 30, 1994 (1) (1)
2nd September 30, 1994 (1) (1)
3rd December 31, 1994 (1) (1)
4th March 31, 1995 (1) (1)
Fiscal Year Ended March 31, 1996 Quarterly Common Stock Price
By Quarter Ranges
Quarter Date High Low
1st June 30, 1995 (1) (1)
2nd September 30, 1995 (1) (1)
3rd December 31, 1995 (1) (1)
4th March 31, 1996 (1) (1)
Fiscal Year Ended March 31, 1997 Quarterly Common Stock Price
By Quarter Ranges (2)
Quarter Date High Low
1st June 30, 1996 $3.75 $2.75
</TABLE>
(1) Notwithstanding closing of the Company's public offering of securities in
November 1991 its securities did not commence trading until subsequent to
application for trading being submitted to the National Association of
Securities Dealers, Inc. ("NASD") in accordance with Schedule H of such
Association's by-laws and Rule 15c2- 11 under the Securities Exchange Act
of 1934. On May 16, 1996 and acting in reliance upon information filed, the
NASD cleared the Company's common stock for quotation on the Electronic
Over-the-Counter Bulletin Board. The opening prices of the Company's common
stock on June 3, 1996 was $2.75 bid and $3.50 asked.
(2) The existence of limited or sporadic quotations should not of itself be
deemed to constitute an "established public trading market". To the extent
that limited trading in the Company's Common Stock has taken place, such
transactions have been limited to the over-the-counter market. All prices
indicated herein are as reported to the Company by broker-dealer(s) making
a market in its securities in the National Quotation Data Service ("pink
sheets") and/or in the Electronic Over-the-Counter Bulletin Board (the
latter under the symbol SVPS). The aforesaid securities were not traded or
quoted on any automated quotation system (other than as may be indicated
herein). The over-the-counter market quotes indicated above reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and
may not necessarily represent actual transactions.
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(b) Holders. As of July 11, 1996 the approximate number of
stockholders of the Company's Common Stock (as indicated on its transfer agent's
July 11, 1996 certified list of stockholders) amounted to 38 persons and/or
firms (inclusive of those brokerage firms and/or clearing houses and/or
depository companies holding the Company's securities for their respective
clientele - each such brokerage house, clearing house and/or depository firm
being considered as one record holder). The exact number of beneficial owners of
the Company's securities is not known but would necessarily exceed the number of
record owners indicated above in that brokerage firms and/or clearing house
and/or depository companies are normally record owners for presumably any number
of unidentified beneficial owners.
(c) Dividends. The payment by the Company of dividends, if any, in
the future rests within the discretion of its Board of Directors and will
depend, among other things, upon the Company's earnings, its capital
requirements and its financial condition, as well as other relevant factors. The
Company has not paid or declared any dividends upon its Common Stock since its
inception and, by reason of its present financial status and its contemplated
financial requirements , does not currently contemplate or anticipate paying any
dividends upon its Common Stock in the foreseeable future.
ITEM 6. MANAGEMENT'S PLAN OF OPERATION
As heretofore indicated the Company had not had any revenues from
operations from inception through fiscal year ended March 31, 1996 and was
basically an inactive public "shell".
Events leading up to and cumulating in the aforementioned April
1996 acquisition may briefly be summarized as follows.
On September 28, 1995 a change in the control of the Company
occurred when pursuant to written agreement the Company's then principal
stockholder and sole officer and director (Philip Abramo) resigned as both an
officer and director and sold all 400,000 shares of Company common stock then
owned by him to certain otherwise then wholly unaffiliated individuals and/or
firms. At the time Mr. Abramo sold his aforesaid 400,000 shares of Company
common stock there were a total of 455,000 shares issued and outstanding; such
shares of common stock being the only voting securities (and the only securities
of any nature) of the Company.
Pursuant to the terms of an Acquisition Agreement (heretofore
filed with the Securities and Exchange Commission on April 4, 1996 as Exhibit A
to the Company's Form 8-K with date of report of March 21, 1996) the Company
issued an aggregate of 6,150,000 shares of its common stock to two individuals -
Messrs. Meir Portnoy and Avi Pines - in exchange for all of the issued and
outstanding securities of an Israeli corporation known as Savin Electronics Ltd.
thereby acquiring a wholly owned and operating subsidiary. Additionally, the
Company sold 1,545,000 shares of its common stock in accordance with Private
Placement Memorandum and forwarded net proceeds approximating $883,000 to such
wholly owned subsidiary for working capital purposes. Based upon the above and
as of July 11, 1996 a total of 8,150,000 shares of the Company's common stock
are issued and outstanding with Messrs. Portnoy and Pines each
7
<PAGE> 8
owning approximately 38% of all issued and outstanding common stock of the
Company.
Based upon the above, current Company Plan of Operations (all of
which may be considered to be plans and events subsequent to the close of its
March 31, 1996 fiscal year) relate to activities and operations of its now
wholly owned Israeli operating subsidiary - Savin Electronics Ltd. hereinafter
referred to as "SEL".
The following summarized information regarding SEL is included
herein solely so as to provide a brief description of SEL's business activities.
as follows:
SEL is an Israeli based manufacturer engaged in the power
electronics field with products oriented towards supplying quality power to
sensitive computer and electronics systems, utilized in large offices and
industry. These include Uninterrupted Power Supplies ("UPS"), Line Voltage
Regulators, Power Conditioners and Power Inverting and Converting equipment. SEL
was established in 1977 by a group of professionals specializing in the power
electronics field and is now one of the largest manufacturers of power
electronics systems in the State of Israel. Product portfolio includes UPS which
accounts for approximately 80% of the production, thyristor power supplies,
frequency converters, inverters, telecom power supplies and inverters, power
conditioners and power conversion equipment. SEL international marketing
supports in excess of 22, exclusive (11) and non-exclusive (11), distributors
carrying its product range. Approximately 60% of its production (in unit
numbers) is exported. Customers include business, government,
telecommunications, utilities and medical facilities with the most frequent use
of UPS equipment being for protection of data processing equipment. During SEL's
calendar year ended December 31, 1995 its single largest customer accounted for
approximately 8.85% of total gross sales (with the next 3 largest customers
accounting for 7.48%, 7.31% and 6.77% of gross sales). Management considers its
relationship with each of its above referenced four largest customers to be
satisfactory. SEL's offices and production facilities located in Kiryat Arie
industrial zone on the outskirts of Tel Aviv, Israel, encompassing over 35,000
square feet of air-conditioned space and housing modern production facilities,
testing and research laboratories, training center for distributors and
customers, a communications center and executive and/or administrative offices.
Transformer manufacture, wiring, assembly and testing are all carried out at its
factory. The transformer facility manufactures to class H insulation. All
magnetics are vacuum impregnated and individually tested. SEL's currently held
approvals include ISO-9001 standard (under supervision of the Israeli Standards
Institute) and MIL-1-45208 (supervised by the Israeli M.O.D.) SEL transformer
manufacturing facility is approved by UL (Underwriters Laboratories - USA
standards organization). SEL UPS 900 systems are listed by UL to UL standard
1778 and Canadian standard C22.2. All systems supplied to the European Union are
CE marked. Product construction complies with all major international standards.
SEL currently employs approximately 80 people in Israel, including 15 engineers
and technical staff, 40 skilled production workers and 5 service staff.
In essence, the Company's plan of operations for the next 12
months revolve around the activities of its wholly owned subsidiary as
heretofore discussed and management currently feels that the Company can satisfy
its current cash requirements without the need to raise substantial
8
<PAGE> 9
additional funds, if any, during the next 12 months. However, management may
decide to raise additional capital during the next 12 months if deemed necessary
for Company growth. Management does not currently intend or expect to make any
significant or material purchase (other than possibly purchasing certain
computer systems 12 months nor does it currently expect any significant change
to occur in the number of its employees (as heretofore indicated directly
above.).
ITEM 7. FINANCIAL STATEMENTS
The following financial statements have been prepared in
accordance with the requirements of Regulation S-X and supplementary financial
information included herein, if any, has been prepared in accordance with Item
302 of Regulation S-K, such information appears on pages F-1 through F-9
inclusive of this Form 10-KSB, which pages follow this page.
<TABLE>
<CAPTION>
SAVIN ELECTRONICS INC.
MARCH 31, 1995 AND 1994
CONTENTS
Page
<S> <C>
Independent Auditor's Reports F-1 - F-4
Balance Sheet F-5
Statement of Income and Expenses F-6
Statement of Stockholders' Equity (Deficit) F-7
Statement of Cash Flows F-8
Notes to the Financial Statement F-9 - F-10
</TABLE>
9
<PAGE> 10
[N. BLUMENFRUCHT LETTERHEAD]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
Savin Electronics Inc.
New York, New York
I have audited the accompanying balance sheet of Savin Electronics Inc.
(formerly American Acquisition Corporation) as of March 31, 1996, and the
related Statements of Income and Expenses, Cash Flows and Stockholders' Equity
for the years ended March 31, 1996 and 1994. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit. The financial
statements of Savin Electronics Inc. (formerly American Acquisition
Corporation) as of March 31, 1995 were audited by another auditor whose reports
was dated June 22, 1995 expressed a qualified opinion on those statements.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 statements
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Savin Electronics
Inc. (formerly American Acquisition Corporation) as of March 31, 1996 and the
results of its Operations and its Cash Flows and Stockholders' Equity for the
years ended March 31, 1996 and 1994 in conformity with generally accepted
accounting principles.
F-1
<PAGE> 11
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company is a development
stage company, and has had losses since inception which raises substantial
doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Nachum Blumenfrucht
---------------------------
Nachum Blumenfrucht
Certified Public Accountant
Brooklyn New York
July 9, 1996
F-2
<PAGE> 12
MARVIN KIRSCHENBAUM LETTERHEAD
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors
American Acquisition Corporation
New York New York
I have audited the accompanying balance sheet of American
Acquisition Corporation as of March 31, 1995, and the related Statements of
Income and Expenses, Cash Flows and Stockholders' Equity for the year ended
March 31, 1995. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit. The financial statements of American
Acquisition Corporation as of March 31, 1994 and 1993 were audited by another
auditor whose reports were dated July 22, 1994 and August 9, 1993, respectively,
expressed an qualified opinion on those statements.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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 statements
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American
Acquisitions Corporation as of March 31, 1995 and the results of its Operations
and its Cash Flows and Stockholders' Equity for the year ended March 31, 1995 in
conformity with generally accepted accounting principles.
F-3
<PAGE> 13
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (continued)
American Acquisition Corporation
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is a development
stage company, and has had losses since inception which raises substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Marvin Kirschenbaum
Marvin Kirschenbaum
Certified Public Accountant
West Lawrence New York
June 22, 1995
F-4
<PAGE> 14
SAVIN ELECTRONICS INC.
(FORMERLY AMERICAN ACQUISITION CORPORATION)
(A development stage company)
BALANCE SHEET
March 31,
ASSETS
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash $ 0 $ 218
-------- --------
TOTAL CURRENT ASSETS 0 218
FIXED AND OTHER ASSETS
Organization costs - net of
accumulated amortization - Note 2 0 39
-------- --------
TOTAL ASSETS $ 0 $ 257
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable - Note 3 $ 600 $ 6,423
LONG TERM LIABILITIES
Due to Shareholder - Note 4 5,000 0
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, $.0001 par value; authorized
15,000,000 shares as of March 31, 1996
and $.004 par value; 10,000,000 shares
as of March 31, 1995, issued & outstanding
455,000 shares - Note 7 1,820 1,820
Additional paid-in capital 50,857 41,857
Accumulated Deficit (58,277) (49,843)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (5,600) (6,166)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 0 $ 257
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 15
SAVIN ELECTRONICS INC.
(FORMERLY AMERICAN ACQUISITION CORPORATION)
(A development stage company)
STATEMENT OF INCOME AND EXPENSES
<TABLE>
<CAPTION>
Cumulative
From
(Inception)
Aug. 23, 1990 to
Years Ended March 31, March 31, 1996
--------------------- ----------------------------------
1996 1995 1994
---- ---- ------------
<S> <C> <C> <C> <C>
REVENUE
Income......................................... $ 0 $ 0 $ 0 $ 0
GENERAL EXPENSES
Professional fees -- Note 6.................. (473) 350 2,450 5,677
Officer Salary -- Note 5..................... 7,800 7,800 7,800 44,190
Rent -- Note 5............................... 1,200 1,200 1,200 6,740
Amortization of Organization Expense......... 39 100 100 500
Miscellaneous................................ (132) 231 470 1,170
-------- ------- ------- --------
Total General and administrative expenses...... 8,434 9,681 12,020 58,277
-------- ------- ------- --------
Net Loss....................................... $ (8,434) $ (9,681) $(12,020) $(58,277)
======== ======== ======== ========
LOSS PER SHARE................................. $( .02) $( .02) $( .03)
======== ======== ========
Weighted Average number of
shares outstanding......................... 455,000 455,000 455,000
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
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SAVIN ELECTRONICS INC.
(FORMERLY AMERICAN ACQUISITION CORPORATION)
(A development stage company)
<TABLE>
<CAPTION>
Additional Retained Total
Common Paid-In Earnings Stockholders
Stock Capital (Deficit) Equity
--------------------------------------------------
<S> <C> <C> <C> <C>
Balance
April 1, 1993 $1,820 $23,857 $(28,142) $ (2,465)
Additional Paid-In
Capital Acquired Through
Services Provided Without
Cost for Year ended-
March 31, 1994 9,000 9,000
Net Loss for the Year
ended March 31, 1994 (12,020) (12,000)
------ ------- -------- --------
Balance-
March 31, 1994 1,820 32,857 (40,162) (5,485)
Additional Paid-In
Capital Acquired Through
Services Provided Without
Cost for Year ended-
March 31, 1995 9,000 9,000
Net Loss for Year
ended March 31, 1995 (9,681) (9,681)
------ ------- -------- --------
Balance-
March 31, 1995 1,820 41,857 (49,843) (6,166)
------ ------- -------- --------
Additional Paid-In
Capital Acquired Through
Services Provided Without
Cost for Year ended-
March 31, 1996 9,000 9,000
Net Loss for the Year
ended March 31, 1996 (8,434) (8,434)
-------------------------------------------------
Balance-
March 31, 1996 $1,820 $50,857 $(58,277) $ (5,600)
====== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE> 17
SAVIN ELECTRONICS INC.
(FORMERLY AMERICAN ACQUISITION CORPORATION)
(A development stage company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
From (Incept)
FOR THE YEARS ENDED Aug. 23, 1990
--------------------- To March 31,
1996 1995 1994 1996
---- ---- ----- --------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(8,434) $(9,681) $(12,020) $(58,277)
Adjustments to reconcile
net loss to net cash used
by operating activities
Non-cash items included in loss:
Amortization 39 100 100 500
Expenses incurred without cost
credited to add. paid in capital 9,000 9,000 9,000 50,930
Change in assets and liabilities:
Other Assets 0 (500)
Due to Shareholders 5,000 5,000
Accounts payable and accruals (5,823) 350 2,450 600
------- ------- -------- --------
Cash Used by Operations (218) (231) (470) (1,747)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock-
Net of Deferred Offering Costs 0 1,747
------- ------- -------- --------
NET INCREASE (DECREASE) IN CASH (218) (231) (470) 0
CASH AT BEGINNING OF PERIOD 218 449 919 0
------- ------- -------- --------
CASH AT END OF PERIOD $ 0 $ 218 $ 449 $ 0
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-8
<PAGE> 18
SAVIN ELECTRONICS INC.
(FORMERLY AMERICAN ACQUISITION CORPORATION)
(A development stage company)
NOTES TO THE FINANCIAL STATEMENT
March 31, 1996
NOTE 1 -- BASIS OF PRESENTATION
The Company was organized under the laws of the State of New Jersey on
August 16, 1990 under the name American Acquisition Corporation. On March 18,
1996 the Company changed its name to Savin Electronics Inc. Its activities to
date have basically been limited to the preparation of data in connection with
the sale of securities and seeking a merger partner.
NOTE 2 -- ORGANIZATION COSTS
Expenses incurred in connection with the formation of the Company have
been capitalized and were amortized over a period of five years on the straight
line method. As of March 31, 1996 the asset has been fully amortized.
NOTE 3 -- ACCOUNTS PAYABLE
Accounts payable represents accounting fees.
NOTE 4 -- LOAN PAYABLE SHAREHOLDER
A shareholder advanced $5,000 to the Company to pay professional fees.
The loan bears no interest and has no set maturity date.
NOTE 5 -- EXPENSES INCURRED WITHOUT COST
Certain expenses were incurred without cost. Management's estimate of
the annual value of these costs for the periods shown are:
Officer Salary $7,800
Rent 1,200
The corresponding expense was charged on the Statement of Income and Expenses
and credited to additional paid in capital.
NOTE 6 -- GENERAL EXPENSES
Professional fees -- As of March 31, 1995 the Company owed its auditor
$6,423. During the current period the Company negotiated a settlement on the
outstanding balance resulting in a net negative charge to professional fees for
the current period.
F-9
<PAGE> 19
SAVIN ELECTRONICS INC.
(FORMERLY AMERICAN ACQUISITION CORPORATION)
(A development stage company)
NOTES TO THE FINANCIAL STATEMENT
March 31, 1996
NOTE 7 - CAPITALIZATION
(1) The Company, upon incorporation was authorized to issue 10,000,000
common shares with a par value of $.004, 450,000 restricted shares were issued
to the Company's sole officer and director and its attorney for $.004 per share
for a total consideration of $1,800. Subsequently on March 18, 1996 the Company
increased its authorized shares to 15,000,000 and changed its par value to
$.0001.
(2) On August 23, 1990, the Board of Directors authorized the sale
through a self underwriting of 100 Units at $1,500 per unit on a "best efforts,
minimum 1 unit, maximum 100 units" basis of its authorized but unissued common
stock.
(3) The offering terms were revised so that each unit consisted of 500
Common shares at $150 per unit.
(4) On January 29, 1992, the Company closed on 10 units.
(5) On September 28, 1995 the Company's sole officer and
director - Philip Abramo - sold all of his shares (400,000) to then otherwise
unrelated individuals. Simultaneously Mr. Abramo resigned as officer and
director.
NOTE 8 - FISCAL YEAR END
The Company's fiscal year end is March 31.
NOTE 9 - SUBSEQUENT EVENTS
(1) In April 1996 the Company acquired all of the issued and
outstanding shares of Savin Electronics Ltd. (an Israeli corporation) in
exchange for the issuance of 6,150,000 shares of the Company's common stock.
Consequently, Savin Electronics Ltd. became a wholly owned subsidiary of the
Company.
(2) In accordance with the terms and conditions of a private placement
memorandum, the Company sold 1,545,000 shares of its common stock and forwarded
net proceeds of $883,000 to Savin Electronics Ltd. for working capital
purposes. Accordingly, upon conclusion of the private placement an aggregate of
8,150,000 common shares of the Company were issued and outstanding.
F-10
<PAGE> 20
ITEM 8. CHANGES IN THE AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
No disagreements with accountants on accounting and financial
disclosure matters existed during the Company's fiscal year ended March 31,
1996.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Executive Officers of the Company, as of July
11, 1996 unless otherwise indicated, were as follows:
<TABLE>
<CAPTION>
Name and Address Position(s) Held Age
<S> <C> <C>
Meir Portnoy President and Chairman 58
Haseifan 35
Ramat Hasharon
Israel
Avi Pines Secretary-Treasurer 46
Yakov Kahan 15 and Director
Ramat Hasharon
Israel
Sol Goodelman Director 72
P.O. Box 33432
Tel-Aviv 81333
Israel
Avrum Savran Director 53
2 Habroshim Street
Ramat Efal
Tel Aviv 52960
Israel
Yechiel Nussbaum Director 50
Achad Haam 61
Raanana
Israel
Philip Abramo (1) President, Secretary-
176 Saddle River Road Treasurer and Director
Building H
So. Hackensack, NJ 07606
</TABLE>
(1) Reference is herewith made to Form 10-K for fiscal year ended March 31, 1995
with respect to information regarding Philip Abramo who served as the
Company's sole officer and director until his resignation from all positions
in March of 1996.
10
<PAGE> 21
<TABLE>
<CAPTION>
Name and Address Position(s) Held Age
<S> <C> <C>
Ron Fussman (2) President, Secretary- 35
52A Hanassl St. Treasurer and Director
Herzllya Pituach 46448
Israel
</TABLE>
(2) Replaced Mr. Abramo as officer and director (as indicated) upon Mr. Abramo's
resignation and until Mr. Fussman's resigning from all positions effective
upon closing of the Acquisition Agreement in April, 1996.
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and have qualified.
MEIR PORTNOY has served as President and Chairman of the Board of Directors of
the Company since April, 1996 and has served as President and Chairman of the
Board of Directors of the Company's wholly owned operating subsidiary, Savin
Electronics Ltd. ("SEL") since 1977 when he co-founded SEL with Avi Pines (see
below). Prior to co-founding SEL, Mr. Portnoy served (from 1965-77) as R&D
engineer, chief engineer and subsequently the head of the electronics division
of Elco Ltd., a large Israeli based company engaged in the design and
manufacture of electronic products. Mr. Portnoy has in excess of 30 years of
experience in the fields of power electronics and UPS systems. Mr. Portnoy
received his Bachelor of Science degree in Electronic Engineering from Technion
Haifa in 1963 and received his Master of Science degree in Electronic
Engineering from the same institution in 1971.
See Item 11 hereof with respect to security ownership, if any, of
management.
AVI PINES has served as Secretary-Treasurer and a Director of the Company since
April, 1996 and has served as Vice President and a Director of the Company's
wholly owned subsidiary, SEL since 1978 when he co-founded SEL with Meir
Portnoy. Prior to co-founding SEL Mr. Pines served (from 1972-1978) in the R&D
Division of the Intelligence Corps of the Israel Defense Forces, responsible for
the development of certain hi-tech systems. Mr. Pines has in excess of 18 years
of experience in the fields of power electronics and UPS systems. Mr. Pines
received his Bachelor of Science degree in Electronic Engineering from Technion
Haifa in 1973 (having graduated with honors) and received his Master of Science
degree in Electronic Engineering from the same institution in 1979.
See Item 11 hereof with respect to security ownership, if any, of
management.
THE FOLLOWING INDIVIDUALS HAVE AGREED (IN WRITING IN JULY 1996) TO
SERVE ON THE COMPANY'S BOARD OF DIRECTORS - ALL SUBSEQUENT TO CONCLUSION OF THE
COMPANY'S ACQUISITION OF SEL IN APRIL 1996.
11
<PAGE> 22
SOL GOODELMAN was a founder (in 1957), majority shareholder and general manager
of Electronic Corporation of Israel Ltd. ("ECI"), currently listed on the New
York Stock Exchange. ECI was acquired by a major industrial conglomerate in
1970. Mr. Goodelman subsequently founded and currently manages Solgood Ltd., an
electronics and aviation marketing firm offering technical and marketing
consulting services to various foreign companies. Mr. Goodelman received his
Bachelor of Science degree from City College in New York in 1943 and received
his Master of Science degree from the University of Illinois in 1948 and
thereafter (and until 1957) served in the Israeli Air Force ("IAF") rising to
the position of Lt. Colonel in the post of Chief of Electronics Officer of the
IAF.
See Item 11 hereof with respect to security ownership, if any, of
management.
AVRUM SAVRAN from 1987 to the present has managed Margolin Marketing Ltd., a
finance and economic consulting company as well as serving as manager and owner
of PBA Investment, a relatively large Israeli exporting firm and during such
same period of time helped support Israeli based industrial companies through
the raising of funds from governmental and private sources. From 1981 to 1987
Mr. Savran served as a Financing Manager of Kibbutz Yizreel and from 1982 to
1985 served as manager of Team USA of the United Kibbutz Movement. Mr. Savran
received a Bachelor of Arts degree in Business Administration from Haifa
University in 1973 and currently also serves as a Director of SEL.
See Item 11 hereof with respect to security ownership, if any, of
management.
YECHIEL NUSSBAUM has been, since 1980, partner in C. Dehan & Associates, a
private chartered accounting company, specializing in consulting services on
auditing, taxation and investment matters. Prior thereto, Mr. Nussbaum (a) was
employed as a CPA with Kesary Dehan (1976-1980) and (b) was chief accountant in
a U.S. company (from 1974-1976) and in such position was responsible for the
development of procedures concerning budget and computerized budget processes,
as well as for the accounting department and preparation of annual reports. Mr.
Nussbaum received his Bachelor of Arts degree from the University of Illinois
and his Master of Arts degree from De-Paul University
See Item 11 hereof with respect to security ownership, if any, of
management.
RON FUSSMAN has served as President, Secretary-Treasurer and a Director of the
Company since March, 1996 until his resignation in April, 1996 and currently
serves as an independent business consultant to the Company.
See Item 11 hereof with respect to security ownership, if any, of
management.
ITEM 10. EXECUTIVE COMPENSATION
Remuneration paid (and/or accrued, if applicable and so
specifically indicated) to officers and/or directors of the Company during
fiscal year ended March 31, 1996 is indicated in the chart appearing directly
hereinafter.
12
<PAGE> 23
<TABLE>
<CAPTION>
SECURITIES
SALARIES, FEES, OR PROPERTY, AGGREGATE OF
CAPACITIES DIRECTORS' FEES, INSURANCE BENEFITS CONTINGENT
NAME OF IN WHICH COMMISSIONS OR REIMBURSEMENT, FORMS OF
INDIVIDUAL SERVED AND BONUSES PERSONAL BENEFITS REMUNERATION
<S> <C> <C> <C> <C>
Philip Abramo President, Secretary- $7,800(1) $1,200(1) $9,000
Treasurer & a Director
Ron Fussman President, Secretary- $-0-(2) $-0-(2) $-0-
Treasurer & a Director
</TABLE>
(1) See also Note 5 to audited financial statements which indicates that
remuneration referred to may be classified as "expenses incurred without
cost".
(2) Mr. Fussman served in the positions indicated from the time of Mr. Abramo's
resignation and until closing of the Company's acquisition of its wholly
owned subsidiary, at which time Mr. Fussman resigned from all positions
held.
There were no written employment agreements between the Company
and any of its officers and directors through fiscal year ended March 31, 1996.
During calendar year ended December 31, 1995 Messrs. Portnoy and
Pines received (from what is now the Company's wholly owned subsidiary, SEL)
approximately $124,000 and $122,000 respectively as annual compensation. For the
first quarter of calendar year 1996, Messrs. Portnoy and Pines received
approximately $32,600 and $32,200 respectively. The above referenced salaries
were paid in accordance with employment agreements between SEL and such two
individuals, which employment agreements expire March 31, 1999.
No compensation of any nature was paid to any director for
services rendered to the Company in such capacity excepting for repayment made,
if any, for accountable expenses incurred on the Company's behalf throughout
fiscal year ended March 31, 1996.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners - The
following persons and/or firms are known to the Company to be the beneficial
owners of more than 5% of the 8,150,000 shares of the Company's outstanding
$.0001 par value Common Stock as of July 11, 1996. To the best of the Company's
knowledge each individual and/or firm has beneficial ownership of the shares and
each individual and/or firm has sole voting power and sole investment power with
respect to the number of shares beneficially owned.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
<S> <C> <C>
Meir Portnoy 3,075,000 37.73%
Haseifan 35
Ramat Hasharon
Israel
</TABLE>
13
<PAGE> 24
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
<S> <C> <C>
Avi Pines 3,075,000 37.73%
Yakov Kahan 15
Ramat Hasharon
Israel
</TABLE>
(b) Security Ownership of Management - The number and percentage
of shares of $.0001 par value Common Stock of the Company owned of record and
beneficially, by each current officer and director of the Company (or former
officers and/or directors of the Company if so specifically indicated) and by
all current officers and directors of the Company as a group, is as follows - as
of July 11, 1996. To the best of the Company's knowledge each individual has
beneficial ownership of the shares and each individual has sole voting power and
sole investment power with respect to the number of shares beneficially owned.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
<S> <C> <C>
Philip Abramo -0- (1) -0- %
176 Saddle River Road
Building H
So. Hackensack, NJ 07606
Ron Fussman -0- (2)(3) -0- %
52A Hanassl St.
Herzllya Pituach 46448
Israel
Meir Portnoy 3,075,000 37.73%
Haseifan 35
Ramat Hasharon
Israel
Avi Pines 3,075,000 37.73%
Yakov Kahan 15
Ramat Hasharon
Israel
Sol Goodelman -0- -0- %
P.O. Box 33432
Tel-Aviv 81333
Israel
</TABLE>
(1) Resigned effective March 21, 1996. Security ownership indicated, if any, is
as of most practicable date - July 11, 1996.
(2) Resigned effective April 6, 1996. Security ownership indicated, if any, is
as of most practicable date - July 11,
14
<PAGE> 25
1996.
(3) While Mr. Fussman is not the record and beneficial owner of any of the
Company's common stock he has been given options to purchase up to 500,000
shares of Company common stock at $.40 per share in accordance with the
terms and conditions of the Company's Form S-8 Registration Statement as
filed with the Securities and Exchange Commission on June 26, 1996; the
Company having registered 1,500,000 shares in accordance with such Plan. No
other options under this Plan have been granted as of July 11, 1996..
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- --------
<S> <C> <C>
Avrum Savran -0- -0- %
2 Habroshim Street
Ramat Efal
Tel Aviv 52960
Israel
Yechiel Nussbaum -0- -0- %
Achad Haam 61
Raanana
Israel
All offices and directors
as a group (5 person) 6,150,000 75.46%
</TABLE>
The Company does not know of any arrangement or pledge of its
securities by persons now considered in control of the Company that might result
in a change of control.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the fiscal year ended March 31, 1996 there have not been any
material transactions between the Company and any director, executive officer,
security holder or any member of the immediate family of any of the
aforementioned which exceeded $60,000 other than as may be indicated in this
Form 10-KSB and the financial statements and footnotes thereto which are a part
hereof.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
Reference is herewith made to page F-1 through F-9 inclusive of
this 10-KSB with respect to the financial statements and notes thereto included
therein.
No exhibits are being filed with this Form 10-KSB.
During the last quarter of the Company's fiscal year ended March
31, 1996 the following Forms 8-K were filed.
(a) Form 8-K with date of report of September 28, 1995 -
forwarded to the SEC on
15
<PAGE> 26
January 26, 1996.
(b) Form 8-K with date of report of March 21, 1996 - filed with
the SEC on April 4, 1996 and
(c) Amendment No. 1 to Form 8-K with date of report of March 21,
1996 - filed with the SEC on June 21, 1996.
The above mentioned Amendment No. 1 to Form 8-K included as
exhibits annexed thereto both (i) audited consolidated financial statements for
the Company's wholly owned subsidiary for calendar year ended December 31, 1995
and (ii) pro forma financial information in accordance with Item 7(a)(4) of the
general instructions of Form 8-K.
16
<PAGE> 27
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SAVIN ELECTRONICS INC.
/Meir Portnoy/
By _____________________________________
Meir Portnoy, President
Date: July 31, 1996
In accordance with the Exchange act, This report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
/Meir Portnoy/ President and a Director Dated: July 31, 1996
- --------------------------
Meir Portnoy
/Avi Pines/ Secretary-Treasurer and Dated: July 31, 1996
- -------------------------- a Director
Avi Pines
/Sol Goodelman/ Director Dated: July 31, 1996
- --------------------------
Sol Goodelman
/Avrum Savran/ Director Dated: July 31, 1996
- --------------------------
Avrum Savran
/Yechiel Nussbaum/ Director Dated: July 31, 1996
- --------------------------
Yechiel Nussbaum
17
<PAGE> 28
SUPPLEMENTAL INFORMATION
Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act.
The Company has not, as yet, held an annual meeting of
stockholders for fiscal year ended March 31, 1996. While the Company does
currently intend to hold an annual meeting of stockholders for its fiscal year
ended March 31, 1996 it has not, as yet, formalized any specific plans as to any
proposed date for such meeting.
Four copies of all material to be mailed to stockholders with
respect to such Annual Meeting of Stockholders (when scheduled to be held) will
be furnished to the Securities and Exchange Commission but such documents, when
furnished, will not be deemed to be "filed" with the Securities and Exchange
Commission or otherwise subject to liabilities of Section 18 of the Act (except
to the extent that the Registrant specifically incorporates such material by
reference in any subsequent Form 10-KSB); it is expected that such documents
will consist of a Form of Proxy, Notice of Annual Meeting with Information
Statement as well as such schedules and/or exhibits as may be annexed thereto.
18
<PAGE> 29
EXHIBIT INDEX
EXHIBIT No. DESCRIPTION
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 600
<BONDS> 5000
0
0
<COMMON> 1820
<OTHER-SE> (7420)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8434
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8434)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8434)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8434)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
