<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 calendar year ended December 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 5445541
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
<TABLE>
<CAPTION>
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
<S> <C> <C>
</TABLE>
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 No xx (1)
(1) This Form 10-KSB for calendar year ended December 31, 1996 being filed
in November 1997 should have been filed on or about April 15, 1997 in
accordance with Form 12b-25 filed March 27, 1997.
-1-
<PAGE> 2
All financial information contained herein (unless otherwise
specifically indicated) relates to the Company as of the close of its December
31, 1996 calendar year. The Company previously operated under a March 31 fiscal
year which was changed to a calendar year ending December 31, 1996 at a
September 1996 Board meeting. 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". Information
with respect to such acquisition is contained in Company filings under Forms 8-K
with dates of report of March 21, 1996 and Amendment No. 1 thereto. See Part I,
Item 1 regarding the fact that the company acquired, which became a wholly owned
subsidiary of the Company, was subsequently placed in receivership in August
1997.
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 calendar year - $-0-
The aggregate market value for the 4,800,000 shares of voting stock
(all of one class of $.0001 par value Common Stock) held by non-affiliates * of
Registrant as of November 5, 1997 is $2,400,000 based upon an average of the bid
($.375) and asked ($.625) 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
October 31, 1997. See also Item 1 (a) and footnote 1 thereto.
-2-
<PAGE> 3
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 - See, however, Part I, Item 1 and Note 1 to the Company's
audited financial statements with respect to its wholly owned subsidiary being
placed in receivership in August 1997.
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
October 31, 1997.
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-
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
------
PART I
<S> <C> <C>
Item 1. Description of Business 5
Item 2. Description of Property 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of
Security Holders 6
PART II
Item 5. Market For Common Equity and Related
Stockholder Matters 7
Item 6. Management's Plan of Operation 8
Item 7. Financial Statements 10
F1 - F8
Item 8. Changes in and Disagreements With
Accountants on Accounting and
Financial Disclosure 11
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance With
Section 16(a) of the Exchange Act 11
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial
Owners and Management 13
Item 12. Certain Relationships and Related
Transactions 14
Item 13. Exhibits, List and Reports on Form 8-K 14
</TABLE>
-4-
<PAGE> 5
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. From conclusion of its aforesaid public offering of
securities through April of 1996 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. Information with respect to such acquisition is contained in
Company filings under Forms 8-K with date of report of March 21, 1996 and
Amendment No. 1 thereto as filed April 4, 1996 and June 21, 1996 respectively.
Further information regarding such acquisition may be found in Item 6 of the
Company's Form 10-KSB for its then fiscal year ended March 31, 1996. The company
acquired as a result of such acquisition, Savin Electronics, Ltd., an Israeli
corporation, was engaged (as reported in aforesaid Forms 8-K) in the
development, manufacture and marketing of electronic power supply products for
computers and other electronic systems. As indicated in Note 1 to the Company's
audited financial statements, such wholly owned subsidiary incurred losses in
excess of $1,200,000 as at December 31, 1996. Additionally, as at December 31,
1996 such wholly owned subsidiary's current liabilities exceeded its current
assets by approximately $2,100,000 and it had a shareholders' deficiency of
approximately $1,300,000. Such wholly owned subsidiary was placed in
receivership in August 1997 and remains in the process of being liquidated for
the benefit of creditors.
Based upon the above, the Company is once again in a position whereby
it is seeking to acquire business(es).
The Company has not had any revenues from operations from inception
through December 31, 1996.
Reference is herewith made to Item 6 hereof regarding Management's Plan
of Operations with respect to proposed future Company activities.
EMPLOYEES
As of calendar year ended December 31, 1996 the Company had only two
employees consisting solely of its two officers. The foregoing does not include
such persons as were employed by Savin Electronics, Ltd., the Company's wholly
owned subsidiary currently in receivership.
-5-
<PAGE> 6
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
for purposes of receipt of mail domestically and inquiries which in turn are
forwarded to Company personnel located in Israel. Its limited business
activities are conducted by its current management in the State of Israel,
whereat the Company maintains a business address at 10 Bavli Street, Tel Aviv
62331, Israel and its telephone number is 011 972 3 5445541. Such offices are
maintained rent free.
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. See,
however, Note 1 to audited financial statements regarding the fact that the
Company's wholly owned subsidiary was placed in receivership in August of 1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company has not held an annual meeting of stockholders for
calendar year ended December 31, 1996. While the Company does currently intend
to hold an annual meeting of stockholders for its calendar year ended December
31, 1996 it has not, as yet, formalized any specific plans as to any proposed
date for such meeting.
(b) As reported in Form 8-K with date of report of March 17, 1997 under
Item 5 Other Events "On March 3, 1997, in accordance with Section 14A:5-6 of the
New Jersey Business Corporation Act (the "New Jersey Act"), the holders of
approximately 51.08% of the outstanding common stock, par value $.0001 per
share, of Savin Electronics Inc. (the "Company"), took action to remove the
existing Board of Directors of the Company, consisting of Meir Portnoy, Yechiel
Nussbaum, Gil Sarig and Avrum Savran, and elected Avrum Savran and Avi Pines to
serve as the sole members of the Company's Board of Directors (the "Corporation
Action")." Such Corporate Action became effective on March 17, 1997.
Aforesaid Item 5 to Form 8-K further indicates "At a meeting
of the new Board of Directors held on March 17, 1997, Meir Portnoy was removed
as President and Chairman of the Board of the Company and Avi Pines and Avrum
Savran were elected to serve as President and Chairman of the Board,
respectively, of the Company."
-6-
<PAGE> 7
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 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, 1996 (A) Quarterly Common Stock Price
By Quarter Ranges
---------- ------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st June 30, 1995 (1) (1)
2nd September 30, 1995 (1) (1)
3rd December 31, 1995 (1) (1)
4th March 31, 1996 (1) (1)
</TABLE>
<TABLE>
<CAPTION>
Calendar Year Ended December 31, 1996 Quarterly Common Stock Price
By Quarter Ranges (2)
---------- ----------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st June 30, 1996 $3.75 $2.75
2nd September 30, 1996 $5.75 $2.125
3rd December 31, 1996 $4.25 $0.8125
</TABLE>
<TABLE>
<CAPTION>
Calendar Year Ended December 31, 1997 Quarterly Common Stock Price
By Quarter Ranges (2)
---------- ----------
Quarter Date High Low
- ------- ---- ---- ---
<S> <C> <C> <C>
1st March 31, 1997 $1.50 $0.2500
2nd June 30, 1997 $1.375 $0.3125
3rd September 30, 1997 $1.46875 $0.0625
</TABLE>
(A) At a Special Meeting of the Board of Directors held in September 1996
it was resolved that commencing subsequent to the close of the
Company's fiscal year ended March 31, 1996 that its year end would be
changed to December 31. A Form 8-K with date of report of September 3,
1996 reporting such change was filed with the SEC.
(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
-7-
<PAGE> 8
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.
(b) Holders. As of October 31, 1997 the approximate number of
stockholders of the Company's Common Stock (as indicated on its transfer agent's
October 31, 1997 certified list of stockholders) amounted to 21 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 calendar year ended December 31, 1996 and was
basically an inactive public "shell" until concluding an acquisition in April
1996.
Events leading up to and cumulating in the aforementioned April 1996
acquisition were briefly summarized in Item 6 to the Company's Form 10-KSB for
its then fiscal year ended March 31, 1996 and reference is herewith made thereto
with respect to such information,
-8-
<PAGE> 9
which information also contains certain summarized information with respect to
Savin Electronics, Ltd.'s business activities; such wholly owned subsidiary
having (as heretofore indicated) been placed in receivership in August of 1997.
The Company remains subject to the reporting requirements under the
Securities Exchange Act of 1934. Notwithstanding such requirements, the last
report filed by the Company (exclusive of Forms 8-K) was a Form 10-QSB for its
quarter ended September 30, 1996. The Company, during the fourth quarter of 1997
embarked upon an effort to bring itself "current" with respect to its reporting
requirements and in that regard has prepared and filed (or is in the process of
filing) the following reports as indicated:
Form 10-KSB for calendar year ended December 31, 1996 and
Forms 10-QSB for quarters ended March 31, 1997, June 30, 1997 and September 30,
1997
Each of the above referenced reports were basically prepared at or
around the same time and forwarded for filing purposes on or about the same
date.
The Company has not had any revenues from operations since its
inception in August 1990.
The Company currently has no significant business operations and (as
heretofore indicated) its wholly owned subsidiary is in the process of being
liquidated for the benefit of creditors. Accordingly, management of the Company
has determined to proceed substantially in the manner outlined hereinafter.
Once the above referenced Forms 10-QSB and 10-KSB have been filed the
Company will be current with respect to its reporting requirements and will be
in a position so as to pursue its current business objectives, i.e., to seek
potential business opportunities which in the opinion of management may provide
a profit to the Company. Such involvement may be either in the form of an
acquisition of existing business(s) and/or the acquisition of assets in order to
establish subsidiary business(es) for the Company. These plans remain in their
formative stages and are, accordingly, subject to change if and when alternative
business opportunities arise. At the present time management considers the
Company's principal asset to be the fact that the Company is a "public" company
listed for trading on the electronic over-the-counter bulletin board, thereby
creating a "value" for the Company which might not otherwise exist if it were
not a public company.
In order to pursue the proposed activities referred to directly above,
Company management intends to enter into debt and/or equity financing on behalf
of the Company and in that respect is actively engaged in on-going discussions
and negotiations specifically with
-9-
<PAGE> 10
respect to capital raising through issuance of convertible debentures in
accordance with Regulation S under the Securities Act of 1933. If and when such
a financing transaction is concluded necessary summarized information with
respect thereto will be reported by the Company in a Form 8-K within 15 days
subsequent to the conclusion of any such financing.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements have been prepared in accordance
with the requirements of Regulation S-B. Such information appears on pages F-1
through F-8 inclusive of this Form 10-KSB, which pages follow this page.
-10-
<PAGE> 11
SAVIN ELECTRONICS INC.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND MARCH 31, 1996
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report F-2
Financial Statements:
Balance Sheet as of December 31, 1996 F-3
Statements of Operations for the nine months F-4
ended December 31, 1996 and the year ended
March 31, 1996
Statements of Shareholders' Deficiency for the nine months ended December F-5
31, 1996 and the year ended March 31, 1996
Statements of Cash Flows for the nine months ended December 31, 1996 and F-6
the year ended March 31, 1996
Notes to Financial Statements F-7 - F-8
</TABLE>
F-1
<PAGE> 12
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Savin Electronics Inc.
We have audited the accompanying balance sheet of Savin Electronics Inc. as of
December 31, 1996 and the related statements of operations, shareholders'
deficiency and cash flows for the nine months ended December 31, 1996 and for
the year ended March 31, 1996. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Savin Electronics Inc. as of
December 31, 1996 and the results of its operations and its cash flows for the
nine months ended December 31, 1996 and for the year ended March 31, 1996 in
conformity with generally accepted accounting principles.
/Allen G. Roth, P.A./
Allen G. Roth, P.A.
New York, New York
October 15, 1997
F-2
<PAGE> 13
SAVIN ELECTRONICS INC.
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT IN FOREIGN SUBSIDIARY (Note 1) $ 1
------------
$ 1
============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 45,975
Loan payable - officer (Note 3) 5,000
------------
TOTAL CURRENT LIABILITIES 50,975
SHAREHOLDERS' DEFICIENCY:
Common stock, $.0001 par value;
authorized 15,000,000 shares; issued
and outstanding 8,150,000 shares $ 815
Additional paid-in capital 924,591
Accumulated deficit (976,380)
----------
TOTAL SHAREHOLDERS' DEFICIENCY (50,974)
------------
$ 1
============
</TABLE>
See notes to financial statements.
F-3
<PAGE> 14
SAVIN ELECTRONICS INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Year
Ended Ended
December 31. March 31,
1996 1996
---- ----
<S> <C> <C>
REVENUES $ -- $ --
COST AND EXPENSES:
General and Administrative 58,625 8,434
Write down of investment in
foreign subsidiary (Note 1) 859,478 --
----------- ---------
918,103 8,434
----------- ---------
NET LOSS $ (918,103) $ (8,434)
=========== =========
NET LOSS PER SHARE $ (.11) $ (.02)
=========== =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 8,150,000 455,000
=========== =========
</TABLE>
See notes to financial statements.
F-4
<PAGE> 15
SAVIN ELECTRONICS INC.
STATEMENTS OF SHAREHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
------ ------ ------- -------
<S> <C> <C> <C> <C>
Balance, April 1, 1995 455,000 $ 1,820 $ 41,857 $ (49,843)
Value of services contributed
by officer -- -- 9,000 --
Net loss -- -- -- (8,434)
--------- ------- -------- ---------
Balance, March 31, 1996 455,000 1,820 50,857 (58,277)
Adjustment from change of
par value to $.0001 per share -- (1,775) 1,775 --
Shares issued to acquire
foreign subsidiary 6,150,000 615 -- --
Net proceeds from private
placement of shares 1,545,000 155 871,959 --
Net loss -- -- -- (918,103)
--------- ------- -------- ---------
Balance, December 31, 1996 8,150,000 $ 815 $924,591 $(976,380)
========= ======= ======== =========
</TABLE>
See notes to financial statements.
F-5
<PAGE> 16
SAVIN ELECTRONICS INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Year
Ended Ended
December 31, March 31,
1996 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(918,103) $(8,434)
Adjustments to reconcile net loss to net cash
used in operating activities:
Write-down of investments in foreign subsidiary 859,478 --
Contribution of services by officer -- 9,000
Increase (Decrease) in accounts payable and
accrued liabilities 45,375 (5,784)
--------- -------
CASH USED IN OPERATING ACTIVITIES (13,250) (5,218)
--------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to foreign subsidiary (858,864) --
--------- -------
CASH FLOWS FROM FINANCIAL ACTIVITIES:
Net proceeds from private placement of shares 872,114 --
Loan received from officer -- 5,000
--------- -------
CASH PROVIDED BY FINANCING ACTIVITIES 872,114 5,000
--------- -------
NET DECREASE IN CASH -- (218)
CASH, BEGINNING OF PERIOD -- 218
--------- -------
CASH, END OF PERIOD $ -- $ --
========= =======
SUPPLEMENTAL DISCLOSURES:
Interest paid $ -- $ --
Income taxes paid -- --
Common shares issued for acquired foreign
subsidiary $ 615 --
</TABLE>
See notes to financial statements
F-6
<PAGE> 17
SAVIN ELECTRONICS INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. ORGANIZATION AND SIGNIFICANT EVENTS
Savin Electronics Inc. (the "Company"), formerly known as American
Acquisition Corporation, was in the development stage at March 31, 1996
and had no assets and only minimal liabilities.
In April 1996 the company acquired all of the issued and outstanding
shares of Savin Electronics Ltd., an Israeli corporation (hereinafter
"Limited"), in exchange for 6,150,000 shares of the Company's common
stock. Limited was engaged in the development, manufacture and
marketing of electronic power supply products for sensitive computers
and other electronic systems. The Company concurrently sold 1,545,000
shares of common stock, in a private placement, and received net
proceeds of $872,114 which was advanced to Limited for use as working
capital.
At December 31, 1996 Limited incurred a twelve-month operating loss in
excess of $1.2 million; current liabilities exceeded current assets by
$2.1 million and the shareholders' deficiency approximated $1.3
million.
Limited has been unable to raise additional capital from external
sources or from internally generated profits, and, accordingly, was
forced into receivership in August 1997 and is in the process of being
liquidated for the benefit of creditors as of October 15, 1997.
Accordingly, the Company has recorded a loss for the total amount of
the investment in and advances to Limited which at December 31, 1996
was $859,478.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reported periods. Actual results could differ
from those estimates.
F-7
<PAGE> 18
SAVIN ELECTRONICS INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair value of financial instruments
The financial instruments of the Company are mainly accounts payable
and accruals and loan payable-officer. In view of their nature, the
carrying amounts of these financial instruments reasonably approximate
their fair values.
Expenses related to sales of securities
Costs incurred in the sale of the Company's common stock were charged
to additional paid-in capital.
Reclassification
Certain prior-year amounts have been reclassified to conform with the
current-year presentation.
Loss per share
Net loss per share was computed by dividing the net loss by the
weighted average number of shares outstanding during each of the
periods.
Fiscal year
The Company changed its fiscal year-end to December 31 in conformity
with that of its Israeli operating subsidiary.
3. LOAN PAYABLE - OFFICER
The loan is interest-free and payable on demand.
F-8
<PAGE> 19
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 calendar year ended December 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 October 31,
1997 unless otherwise indicated, were as follows: (1)
<TABLE>
<CAPTION>
Name and Address Position(s) Held Age
- ---------------- ---------------- ---
<S> <C> <C>
Ron Fussman President, Secretary 36
52A Hanassl St. and Director
Herzllya Pituach 46448
Israel
Avrum Savran Chairman of the Board 54
2 Habroshim Street of Directors and
Ramat Efal Treasurer
Tel Aviv 52960
Israel
</TABLE>
(1) Certain other persons served as officers and/or directors during
calendar year ended December 31, 1996. Biographical information with
respect to a number of such persons who are no longer officers and/or
directors of the Company appeared in the Company's Form 10-KSB for
fiscal year ended March 31, 1996 and reference is made thereto with
respect to such information. Reference is also made to Forms 8-K with
dates of report of December 19, 1996 and March 17, 1997, which reports
indicate dates and various resignations, appointments and related
information which has resulted in the current management team.
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.
-11-
<PAGE> 20
RON FUSSMAN served as President, Secretary-Treasurer and a Director of the
Company from March, 1996 until his resignation in April, 1996 and thereafter
served as an independent business consultant to the Company until assuming his
current positions with the Company in May of 1997. Mr. Fussman also serves as
President and control person of Universal Eagle Ltd., a firm founded by him in
1988 for purposes of providing business and financial consulting services.
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 serves as Chairman of the Board of Directors
and as Treasurer of 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 calendar year
ended December 31, 1996 is indicated in the chart appearing directly
hereinafter.
<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>
Ron Fussman President, Secretary $ -0- $ -0- $ -0-
& a Director
Avrum Savran Chairman of the Board $ -0- $ -0- $ -0-
of Directors and Treasurer
</TABLE>
There were no written employment agreements between the Company and any
of its officers and directors through calendar year ended December 31, 1996.
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 calendar
year ended December 31, 1996.
-12-
<PAGE> 21
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 October 31, 1997. 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 (1) 3,075,000 37.73%
Haseifan 35
Ramat Hasharon
Israel
</TABLE>
(1) See however Form 8-K with date of report of December 19, 1996, Item 1 -
Changes in Control of Registrant - paragraph (b) thereto which
indicates the sale of such shares to Mr. Portnoy's adult daughter and
her husband as of December 31, 1996 and terms of payment with respect
to such shares. Notwithstanding the contents of such Form 8-K Mr.
Portnoy remains record holder of such shares.
(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 and by all
current officers and directors of the Company as a group, is as follows - as of
October 31, 1997. 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>
Ron Fussman 275,000 (1) 3.4%
52A Hanassl St.
Herzllya Pituach 46448
Israel
</TABLE>
-13-
<PAGE> 22
<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
All officers and directors
as a group (2 person) 275,000 (1) 3.4%
</TABLE>
(1) 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 October 31, 1997. The number of shares indicated above - 275,000 -
are owned of record by Universal Eagle Ltd., a firm under the control
of Mr. Fussman by virtue of the fact that he is President of such firm.
Accordingly, Mr. Fussman may be considered to be the beneficial owner
of such securities.
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 calendar year ended December 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-8 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 calendar year ended December
31, 1996 the following Forms 8-K were filed.
-14-
<PAGE> 23
(a) Form 8-K with date of report of September 3, 1996 - dated
November 26, 1996.
Additional Forms 8-K were filed subsequent to the close of such
calendar year as follows:
(a) Form 8-K with date of report of December 19, 1996 - dated
February 24, 1997 and
(b) Form 8-K with date of report of March 17, 1997 - dated March
17, 1997.
-15-
<PAGE> 24
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.
By /Ron Fussman/
------------------------
Ron Fussman, President
Date: November 6, 1997
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.
<TABLE>
<CAPTION>
<S> <C> <C>
/Ron Fussman/ President, Secretary Dated: Nov. 6, 1997
- ------------------------------ and a Director
Ron Fussman
/Avrum Savran/ Chairman of the Board of Dated: Nov. 6, 1997
- ----------------------------- Directors and Treasurer
Avrum Savran
</TABLE>
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 1
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 50,975
<BONDS> 0
0
0
<COMMON> 815
<OTHER-SE> (51,789)
<TOTAL-LIABILITY-AND-EQUITY> 1
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 918,103
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (918,103)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (918,103)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> (.11)
</TABLE>
