U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal 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 No. 0-21853
SEAFOODS PLUS, LTD.
(Name of Small Business Issuer in its Charter)
UTAH 87-0413539
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) ID. No.)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: One Mill ($0.001)
par value common voting stock.
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 the past 90 days.
(1) Yes X No (2) Yes No X
--- --- --- ---
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. [ ]
<PAGE>
State Issuer's revenues for its most recent fiscal year:
December 31, 1996 - $ - 0 -
State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
March 1, 1997 - $261. There are approximately 260,735 shares of common
voting stock of the Registrant held by non-affiliates. During the past five
years, there has been no "established public market" for shares of common stock
of the Registrant, so the Registrant has arbitrarily valued these shares on the
basis of par value per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(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:
March 25, 1997
2,000,012
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
Business Development
- --------------------
Seafoods Plus, Ltd. (the "Company") was organized under the laws of the
State of Utah on August 11, 1983, under the name "Communitra Energy, Inc." The
Company was incorporated for the primary purpose of investing in oil, gas and
mineral leases and/or products.
The Company was initially authorized to issue a total of 50,000,000 shares
of common stock having a par value of one mill ($0.001) per share, with
fully-paid stock not to be liable for further call or assessment. Copies of the
Company's initial Articles of Incorporation and Bylaws are attached as exhibits
and are incorporated in the post-effective amendment to Registration Statement
on Form 10-SB-A1, as filed on March 31, 1997. See the Exhibit Index, Part III.
At the Company's inception, the Board of Directors authorized the issuance
of 1,275,000 "unregistered" and "restricted" shares of its common stock to
directors, executive officers and persons who may be deemed to have been
promoters or founders of the Company for the total consideration of $3,000.
Commencing in November, 1983, and pursuant to an exemption provided in
Section 3(a)(11) of the Securities Act of 1933, as amended (the "1933 Act"), and
Section 61-1-10 of the Utah Uniform Securities Act, the Company publicly offered
and sold an aggregate total of 3,000,000 shares of its common stock to public
investors who were residents of the State of Utah, at a price of one cent
($0.01) per share. The offering was subsequently completed, with the Company
receiving aggregate gross proceeds of $30,000, before payment of legal,
accounting and printing expenses. A copy of the Offering Circular that the
Company used in connection with this offering is attached as an exhibit to the
Registration Statement on Form 10-SB as filed on December 10, 1996. See the
Exhibit Index, Part III.
On July 16, 1985, the Company filed with the Secretary of State of the
State of Utah Articles of Amendment to its Articles of Incorporation, which (i)
changed the name of the Company to "Seafoods Plus, Ltd."; and (ii) expanded
Article III of the business purpose to include the processing, canning,
marketing and distribution of fresh seafood. A copy of the Articles of Amendment
effecting these changes is attached as an exhibit to the Registration Statement
on Form 10-SB, as filed on December 10, 1996. See the Exhibit Index, Part III.
From 1985 to 1988, the Company engaged in business of seafood distribution.
These operations were unsuccessful and the Company has had no business
operations since approximately 1988. Due to the substantial lapse of time since
the occurrence of these events, management does not anticipate that they will
have any adverse impact on any future operations in which the Company may
engage.
Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised
Business Corporation Act, on September 18, 1995, the corporation adopted
Articles of Amendment to its Articles of Incorporation: (i) to effect a 1 share
for 16.17 reverse split of the Company's 5,658,250 then-outstanding shares of
common stock, effective as of the close of business on September 5, 1995,
retaining the authorized capital at 50,000,000 shares and the par value at one
mill ($0.001) per share, with appropriate adjustments being made in the
additional paid in capital and stated capital accounts of the Company and with
fractional shares to be rounded to the nearest whole share. A copy of the
Articles of Amendment effecting these changes is attached as an exhibit to
Registration Statement on Form 10-SB. See Exhibit Index, Part III.
<PAGE>
On September 18, 1995, the Board of Directors, acting pursuant to Section
16-10a-821 of the Utah Revised Business Corporation Act, unanimously resolved
(i) to issue 1,650,000 post-split "unregistered" and "restricted" shares of
common stock to Jenson Services, Inc., a consultant to the Company, in
consideration of the sum of $10,000, which funds were to be used to pay costs
associated with legal fees and accounting costs.
Immediately following the above-referenced reverse split, 350,012 shares of
the Company's common stock were issued and outstanding. Following the issuance
of 1,650,000 "unregistered" and "restricted" shares to Jenson Services, Inc.,
2,000,012 shares of common stock are currently issued and outstanding.
On May 15, 1996, acting without a meeting pursuant to Section 16-10a-821 of
the Utah Revised Business Corporation Act, the Board of Directors of the Company
unanimously resolved to adopt new Bylaws. The Board members approving this
resolution were Kathleen Morrison, Jason Osborne and Terry Hardman. A copy of
the adopted Bylaws of the Company are attached as an exhibit to the Registration
Statement on Form 10-SB, as filed on December 10, 1997. See the Exhibit Index,
Part III.
On October 11, 1996, acting pursuant to Section 16-10a-821 of the Utah
Revised Business Corporation Act, the Board of Directors of the Company
unanimously resolved to amend the Company's Bylaws to exempt the Company from
the provisions of the Utah Control Shares Acquisitions Act (Section 61-6-2 et
seq., Utah Code Annotated) (the "Acquisitions Act"). The Board members approving
this resolution were Kathleen Morrison, Jason Osborne and Terry Hardman. A copy
of the amendment to the Bylaws of the Company are attached as an exhibit to the
Registration Statement on Form 10-SB, as filed on December 10, 1996. See the
Exhibit Index, Part III.
On December 10, 1996 the Company filed a Form 10SB12G pursuant to
Regulation S-B for purpose of becoming a full reporting issuer under Section
12(g) of Securities Act of 1933 and the Securities Exchange Act of 1934. On
March 31, 1997, the Company filed a post-effective amendment to Registration
Statement on Form 10-SB-A1 in response to comments received from the Securities
and Exchange Commission.
Business.
- ---------
The Company has had no business operations since approximately 1988. To the
extent that the Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders, the
Company is essentially a "blank check" company.
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company.
<PAGE>
Involvement in Other "Blank Check" Companies.
- ---------------------------------------------
Other than the Company, neither Jason Osborne nor Terry Hardman has been
involved as a director, executive officer or five percent stockholder of any
"blank check" company in the last ten years.
From November, 1993, until its reorganization in April, 1995, Kathleen L.
Morrison, who is a director and the President of the Company, was a director and
the Secretary/Treasurer of Westcott Financial Corporation, a Delaware
corporation, now known as "Entertainment Technologies & Programs, Inc." (OTC
trading symbol "ETPI"). ETPI is publicly-held and may be deemed to have been a
"blank check" company until its reorganization. Mrs. Morrison was also the
Secretary/Treasurer of Onasco Companies, Inc., a Utah corporation, now know as
"Tengasco, Inc." (OTC trading symbol "TNGO"), from January, 1995, until its
reorganization in July, 1995. TNGO is publicly-held and may be deemed to have
been a "blank check" company until its reorganization. From July, 1995, until
its reorganization in September, 1996, Kathleen L. Morrison, was a director and
the Secretary/Treasurer of Mason Oil Company, Inc., a Utah corporation, (OTC
trading symbol "MSNO"), which may be deemed to be a "blank check" company.
No current director or executive officer has been involved in any initial
public offering involving the securities of a "blank check" company in the
ten-year period immediately preceding the date of this Registration Statement.
Risk Factors
- -------------
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Limited Assets; No Source of Revenue. The Company has virtually no assets
and has had no revenues since 1988. Nor will the Company receive any revenues
until it completes an acquisition, reorganization or merger, at the earliest.
The Company can provide no assurance that any acquired business will produce any
material revenues for the Company or its stockholders or that any such business
will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the Company
is not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a suitable acquisition,
subject to the criteria identified above, such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
<PAGE>
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may invest. To the
extent that the Company may acquire a business in a highly risky industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has virtually no resources as of the date of this Report, management expects
that any such acquisition would take the form of an exchange of capital stock.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington) place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
<PAGE>
Further, all states (with the exception of Alabama, Delaware, Florida,
Hawaii, Illinois, Minnesota, Nebraska and New York) have adopted some form of
the Small Corporate Offering Registration Exemption ("SCOR") program, which
permits an issuer to notify the Securities and Exchange Commission of certain
offerings registered in such states by filing a Form D under Regulation D of the
Securities and Exchange Commission. States participating in the SCOR program
also allow applications for registration of securities by qualification by
filing a Form U-7 with the states' securities commissions. In most
jurisdictions, "blank check" and "blind pool" companies are not eligible for
participation in the SCOR program.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business, the members of management anticipate that
they will devote an insignificant amount of time to the activities of the
Company, at least until such time as the Company has identified a suitable
acquisition target.
No Market for Common Stock; No Market for Shares. The Company's common
stock is currently listed in the "pink sheets" of the National Quotation Bureau,
Inc. (The "NQB") and on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD"); there has been extremely limited trading
volume in the Company's securities in the past five years and there is currently
no established market for such shares; there can be no assurance that such a
market will ever develop or be maintained. Any market price for shares of common
stock of the Company is likely to be very volatile, and numerous factors beyond
the control of the Company may have a significant effect. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of the Company's common stock in any market that may develop. See Item 5, Part
II, of this Report.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) is an issuer with net tangible assets less than $2,000,000 (if the
issuer has been in continuous operation for at least three years) or $5,000,000
(if in continuous operation for less than three years), or with average revenues
of less than $6,000,000 for the last three years.
There has never been any "established public market" for the Company's
common stock. At such time as the Company completes a merger or acquisition
transaction, if at all, it may attempt to qualify for listing on either NASDAQ
or a national securities exchange. However, at least initially, any trading in
its common stock will most likely be conducted in the over-the-counter market in
the "pink sheets" or the "Electronic Bulletin Board" of the National Association
of Securities Dealers, Inc. (the "NASD").
<PAGE>
There are presently no market makers for the Company's common stock. In the
event that it is unsuccessful, after completing a merger or acquisition
transaction, in obtaining a listing on NASDAQ or a national securities exchange,
it will seek a securities firm to make a market in its securities. If there is
only one market maker in the Company's securities, there is a risk that market
maker will dominate the market and set prices that are not based on competitive
forces.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Item 2. Description of Property.
The Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of Jenson Services, Inc., a Utah corporation, and financial consulting
firm ("Jenson Services"), which are provided at no cost. See Item 1, Part I, of
this Report.
Item 3. Legal Proceedings.
The Company is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against the
Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer
is party to any action in which any has an interest adverse to the Company.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the period covered by this report or during the previous
five calendar years, with the exception of the Article of Amendment to the
Articles of Incorporation effecting the reverse split on September 5, 1995. The
Amendment is incorporated in the Form 10-SB, as filed on December 10, 1996. See
Exhibit Index, Item III.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
- ------------------
There is no "public market" for shares of common stock of the Company. The
Company's common stock is currently listed in the "pink sheets" of the National
Quotation Bureau, Inc. (The "NQB") and on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD"). There is currently no
established market for such shares; and management does not expect any public
market to develop unless and until the Company completes an acquisition or
merger. In any event, no assurance can be given that any market for the
Company's common stock will develop or be maintained. If a public market ever
develops in the future, the sale of "unregistered" and "restricted" shares of
common stock pursuant to Rule 144 of the Securities and Exchange Commission by
past or present members of management or others may have a substantial adverse
impact on any such public market.
Holders
- -------
The number of record holders of the Company's common stock as of the year
ended December 31, 1996, was approximately 128; this number does not include an
indeterminate number of stockholders whose shares are held by brokers in street
name. The number of stockholders has been substantially the same during the past
five years, and presently.
Dividends
- ---------
There are no present material restrictions that limit the ability of the
Company to pay dividends on common stock or that are likely to do so in the
future. The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
- -----------------
The Company has not engaged in any material operations in the period ending
December 31, 1996, or since approximately 1988. The Company intends to continue
to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of
Delaware, and keeping its reports "current" with the Securities and Exchange
Commission. Management does not anticipate that the Company will have to raise
additional funds during the next 12 months.
Results of Operations
- ---------------------
The Company has had no operations since 1988.
Liquidity
- ---------
The Company presently has no assets, cash or otherwise.
Item 7. Financial Statements.
Independent Auditor's Report
Balance Sheets - December 31, 1996 and 1995
Statements of Stockholders' Equity for the Period from Reactivation
[December 31, 1994] through December 31, 1996
Statements of Operations for the Years Ended December 31, 1995 and
December 31, 1996, and for the Period from Reactivation [December 31,
1994] through December 31, 1996
Statements of Cash Flows for the Years Ended December 31, 1995 and
December 31, 1996, and for the Period from Reactivation [December 31,
1994] through December 31, 1996
Notes to Financial Statements
<PAGE>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Independent Auditors' Report
and
Financial Statements
December 31, 1996 and 1995
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Table of Contents
Page
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Balance Sheets - December 31, 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Stockholders' Equity for the Period from
Reactivation [December 31, 1994] through December 31, 1996 . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Operations for the Years Ended December 31, 1995 and December 31,
1996, and for the Period from Reactivation [December 31, 1994]
through December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows for the Years Ended December 31, 1995 and December 31,
1996, and for the Period from Reactivation [December 31, 1994]
through December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 - 7
</TABLE>
<PAGE>
MANTYLA, McREYNOLDS Donald G. Mantyla, C.P.A.
AND ASSOCIATES, C.P.A.'S Kim G. McReynolds, C.P.A.
A Professional Corporation James C. Oveson, C.P.A.
S. Andrew Trumbo, C.P.A.
Randall H. Gray, C.P.A.
Jon E. Lelegren, C.P.A.
Board of Directors and Stockholders
Seafoods Plus, LTD.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Seafoods Plus, LTD. [a
development stage, Utah corporation] as of December 31, 1996 and December 31,
1995, and the related statements of stockholders' equity, operations, and cash
flows for the years then ended and for the period from reactivation [December
31, 1994] through December 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 Seafoods Plus, LTD. as of
December 31, 1996, and December 31, 1995, and the results of its operations and
its cash flows for the years then ended and for the period from reactivation
[December 31, 1994] through December 31, 1996, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that
Seafoods Plus, LTD. will continue as a going concern. As discussed in note D to
the financial statements, the Company has accumulated losses from inception
totaling $43,411 and presently has no prospects for commencing operations or
generating revenue. These issues raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in note D. The financial statements do not include any adjustment
that might result from the outcome of this uncertainty.
/S/ MANTYLA, McREYNOLDS & ASSOCIATES
Mantyla, McReynolds & Associates
February 11, 1997
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Balance Sheets
December 31, 1996 and 1995
1996 1995
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash - note B $ 653 $ 1,221
---------- -------
Total Current Assets 653 1,221
---------- -------
TOTAL ASSETS $ 653 $ 1,221
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts payable $ 401 $ 401
Shareholder Loan 4,236 -0-
Income taxes payable - notes A & C 100 100
---------- --------
Total Current Liabilities 4,737 _ 501
---------- -------
TOTAL LIABILITIES 4,737 501
---------- --------
STOCKHOLDERS' EQUITY
Capital stock - 50,000,000 shares authorized at $0.001 par;
2,000,012 post-split shares issued and outstanding 2,000 2,000
Additional paid-in capital 37,327 37,327
Deficit accumulated during development stage (43,411) (38,607)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (4,084) 720
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 653 $ 1,221
=========== =========
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Stockholders' Equity
For the Period from Reactivation [December 31, 1994] through December 31, 1996
Deficit
Accumulated
Additional During Total
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Equity
--------------- -------------- -------------- ---------------- -------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 $ 350,012 $ 350 $ 28,977 $ (30,030) $ (703)
Issued 1,650,000 shares for cash 1,650,000 1,650 8,350 10,000
Net loss for the year ended
December 31, 1995 (8,577) (8,577)
--------------- -------------- -------------- ---------------- -------------------
Balance, December 31, 1995 2,000,012 2,000 37,327 (38,607) 720
--------------- -------------- -------------- ---------------- -------------------
Net loss for the year ended
December 31, 1996 (4,804) (4,804)
--------------- -------------- -------------- ---------------- -------------------
Balance, December 31, 1996 2,000,012 2,000 37,327 (43,411) (4,084)
=============== ============== ============== ================ ===================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 1996 and 1995, and for
the Period from Reactivation [December 31, 1994] through December 31,
1996
For the Period
For the Year Ended For the Year Ended from Reactivation to
December 31, 1995 December 31, 1996 December 31, 1996
<S> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
Expenses 8,477 4,704 13,181
--------------------- -------------- -------------
Loss Before Income Tax (8,477) (4,704) (13,181)
Income taxes- notes A & C 100 100 200
--------------------- --------------- ---------------
Net Loss $ (8,577) $ (4,804) $ (13,381)
==================== =============== ===============
Net Loss Per Share $ (.01) $ (.01) $ (.01)
=================== =============== ===============
Weighted Average
Shares Outstanding 517,212 2,000,012 1,259,656
=================== =============== ===============
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
SEAFOODS PLUS, LTD.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1996 and 1995, and for
the Period from Reactivation [December 31, 1994] through December 31,
1996
For the Period
For the Year Ended For the Year Ended from Reactivation to
December 31, 1995 December 31, 1996 December 31, 1996
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss $ (8,577) $ (4,804) $ (13,381)
Adjustments to reconcile net income to net
cash provided by operating activities:
Increase/(decrease) in:
Accounts payable 401 -0- 401
Income taxes payable (603) -0- (603)
----------------- --------------- -----------------
Net Cash Used For Operating Activities (8,779) (4,804) (13,583)
----------------- --------------- -----------------
Cash Flows From Financing Activities
Issuance of common stock 10,000 -0- 10,000
Shareholder Loans -0- 4,236 4,236
Net Cash Provided By Financing Activities 10,000 4,236 14,236
----------------- -------------- ----------------
Net Increase (Decrease) in Cash 1,221 (568) 653
Beginning Cash Balance -0- 1,221 -0-
----------------- -------------- ----------------
Ending Cash Balance $ 1,221 $ 653 $ 653
================== ============== ================
Supplemental Disclosure of Cash Flow Information:
Cash paid for the period for interest $ -0- $ -0- $ -0-
Cash paid for the period for income taxes $ 790 $ 100 $ 890
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
SEAFOODS PLUS, LTD.
Notes to Financial Statements
December 31, 1996
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the State of
Utah on August 11, 1983 using the name Communitra Energy, Inc., with a
stated principal business activity of investing in oil, gas and mineral
leases, and/or products. By agreement of the shareholders of the Company on
July 16, 1985, the name of the Company officially changed to Seafoods Plus,
LTD. and expanded the purpose of the Company to include the processing and
canning of seafoods.
Seafoods Plus, LTD., a development stage company, has yet to commence
its planned principal operations and has been in an essentially dormant
status for the last eight years.
Income Taxes
In February 1992, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 109,
"Accounting For Income Taxes," which is effective for fiscal years
beginning after December 15, 1992. SFAS No. 109 requires the asset and
liability method of accounting for income taxes. The asset and liability
method requires that the current or deferred tax consequences of all events
recognized in the financial statements are measured by applying the
provisions of enacted tax laws to determine the amount of taxes payable or
refundable currently or in future years. The Company adopted SFAS No. 109
for financial reporting purposes in 1993. See note C below.
NOTE B Cash
Cash is comprised of cash on deposit in the trust account of the
corporate attorney.
NOTE C Change in Accounting Principle -- Accounting for Income Taxes
During 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." The cumulative effect of
this change in accounting for income taxes as of January 1, 1993 is $0, due
to operating losses carried forward from prior years and unlikely nature of
future earnings. For the years ended December 31, 1994, 1995 and 1996, the
Company had no significant income tax expenses due to operating losses
during those periods. Any deferred tax benefit arising from the operating
losses carried forward would be offset entirely by a valuation allowance
since it is not likely that the Company will be sufficiently profitable in
the future to take advantage of the losses carried forward. The Company has
no timing differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
<PAGE>
NOTE D Liquidity
The Company has accumulated losses from inception totaling $43,411,
nominal assets and no operations at December 31, 1996. Financing for the
Company's limited activities to date has been primarily provided by
borrowing from shareholders and the issuance of common stock. The Company's
ability to achieve a level of profitable operations and/or additional
financing impacts the Company's ability to continue as it is presently
organized. Management is currently seeking a well-capitalized merger
candidate in order to re-commence its operations. Should management be
unsuccessful in its merger activities, it will have a material adverse
effect on the Company.
NOTE E Reverse Stock Split
The Company filed Articles of Amendment to the Articles of Incorporation of
Seafoods Plus, LTD. with the State of Utah, Department of Commerce on October 5,
1995 which included provisions for a reverse split of the outstanding shares of
common stock at the ratio of one new share for every 16.17 shares issued and
outstanding as of September 5, 1995, [the date of adoption by the stockholders
at a meeting held on that same date] reducing the outstanding shares to 350,000,
provided that no stockholder's holdings shall be reduced to less than one share
as a result of the reverse split, with all fractional shares being rounded up to
the nearest whole share. The rounding resulted in 350,012 shares of stock
outstanding after the reverse split. All disclosures in the financial
statements, with respect to the number of shares outstanding, are presented in
post-split denominations.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No changes or disagreements have occurred, relating to accountants or
accounting principles.
During the Company's two most recent calendar years, and since then, its
principal independent accountant has neither resigned, declined to stand for
re-election, nor been dismissed.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth, in alphabetical order, the names and the
nature of all positions and offices held by all directors and executive officers
of the Company for the years ending December 31, 1994, 1995 and 1996, and to the
date hereof, and the period or periods during which each such director or
executive officer served in his or her respective positions.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- --------- ----------- --------------
<S> <C> <C> <C>
Kathleen L. Morrison President 7/1/95 *
And Director
Jason Reed Osborne Vice President 8/14/95 *
And Director
Terry Hardman Sec'y/Treasurer 8/14/95 *
And Director
</TABLE>
*These persons presently serve in the capacities indicated opposite their
respective names.
Term of Office
- --------------
The term of office of the current directors shall continue until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held in May of each year. The annual meeting of the Board of Directors
immediately follows the annual meeting of stockholders, at which officers for
the coming year are elected.
<PAGE>
Business Experience
- -------------------
Kathleen L. Morrison, Director and President. Mrs. Morrison is 40 years
old. For the past four years, she has been the office manager for two persons,
one of which is Jenson Services, which is a consultant to and the majority
stockholder of the Company. For seven years, she was the editor of "Super
Group," a vertical market computer magazine targeting HP3000 users. Ms. Morrison
received a B.A. degree from Colorado State University in 1978.
Jason R. Osborne, Director and Vice President. Mr. Osborne is 25 years old.
For the past two and a half years, he has been a media assistant for Evans
Group. He has also served as a media buyer and media planner for Evans Group.
Mr. Osborne received a B.S. from Utah State University in 1994.
Terry Hardman, Director and Secretary/Treasurer. Ms. Hardman is 44 years
old. For the past five years, she has been the Director for IHC Neonatal
LifeFlight. Ms. Hardman received a B.S. from the College of Nursing at the
University of Utah in 1976.
Family Relationships
- --------------------
There are no family relations between any of the Officers and Directors.
<PAGE>
Involvement in Certain Legal Proceedings
- ----------------------------------------
Except as indicated below and to the knowledge of management, during the
past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by or
against which any bankruptcy petition was filed, whether at the time of such
filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws;
(4) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
<TABLE>
<CAPTION>
In conjunction with Section 16(a) of the Exchange Act, the following table
identifies the "reporting persons" which have filed Form 3's due their
relationships with the Company, in compliance with the aforementioned act.
"Reporting Person" Relationship to Company Date of Filing
<S> <C> <C>
Kathleen L. Morrison President and Director on or about 4/1/97
Jason Reed Osborne Vice President and Director on or about 4/1/97
Terry Hardman Sec'y/Treasurer and Director on or about 4/1/97
Jenson Services, Inc. 10% owner on or about 4/1/97
Duane S. Jenson (Indirect)beneficial owner on or about 4/1/97
of Jenson Services securities
</TABLE>
<PAGE>
Item 10. Executive Compensation.
Cash Compensation
- -----------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compen- Awards ($) (#) ($) Compensa-
1996, sation($) tion ($)
1995 &
1994
Kathleen L. 0 0 0 0 0 0 0 0
Morrison, 0 0 0 0 0 0 0 0
President 0 0 0 0 0 0 0 0
& Director
Jason R. 0 0 0 0 0 0 0 0
Osborne, 0 0 0 0 0 0 0 0
Vice 0 0 0 0 0 0 0 0
President
& Director
Terry 0 0 0 0 0 0 0 0
Hardman, 0 0 0 0 0 0 0 0
Sec'y/ 0 0 0 0 0 0 0 0
Treasurer
& Director
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the years
ending December 31, 1996, 1995 or 1994, or the period ending on the date of this
Report. Further, no member of the Company's management has been granted any
option or stock appreciation right; accordingly, no tables relating to such
items have been included within this Item. See the Summary Compensation Table of
this Item.
Compensation of Directors
- -------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed fiscal year or the previous
two fiscal years for any service provided as director. See the Summary
Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement
- -----------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with the Company or its subsidiaries, or
any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
The following table sets forth the shareholdings of those persons who own
more than five percent of the Company's common stock as of the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address Number of Shares Percent of Class
- ---------------- -------------------- ----------------
<S> <C> <C>
Jenson Services, Inc. 1,739,277 87%
5525 S. 900 E., Suite 110
Salt Lake City, Utah 84117
</TABLE>
Security Ownership of Management
- --------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date hereof:
<TABLE>
<CAPTION>
Number and Percentage*
of Shares Beneficially Owned
----------------------------
Name and Address Number of Shares Percent of Class
- ---------------- -------------------- ----------------
<S> <C> <C>
Kathleen L. Morrison 0 0
5525 S. 900 E., Suite 110
Salt Lake City, Utah 84117
Jason Reed Osborne 0 0
269 E. Hill Ave #3
Salt Lake City, Utah 84107
Terry Hardman 0 0
2165 E. 7495 S.
Salt Lake City, Utah 84121
</TABLE>
<PAGE>
Changes in Control
- ------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in its control.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others
- ---------------------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three fiscal years, or any currently proposed transactions, or
series of similar transactions, to which the Company or any of its subsidiaries
was or is to be a party, in which the amount involved exceeded $60,000 and in
which any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class of
the Company's common stock, or any member of the immediate family of any of the
foregoing persons, had an interest.
Certain Business Relationships
- ------------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Indebtedness of Management
- --------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
director, executive officer or any security holder who is known to the Company
to own of record or beneficially more than five percent of any class of its
common stock, or any member of the immediate family of any of the foregoing
persons, had an interest.
Transactions with Promoters
- ---------------------------
Except as indicated in Item 1, Part I, "Business Development," there were
no material transactions, or series of similar transactions, during the
Company's last three calendar years, or any currently proposed transactions, or
series of similar transactions, to which it or any of its subsidiaries was or is
to be a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder or any member of the immediate family of any of the
foregoing persons, had an interest.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
- -------------------
None.
<TABLE>
<CAPTION>
Exhibits*
- --------
<S> <C>
3.1 Articles of Incorporation**
3.2(i) Articles of Amendment to Articles of
Incorporation, filed on July 16, 1985**
3.2(ii) Articles of Amendment to Articles of
Incorporation, filed on October 5, 1995**
3.3 Bylaws, dated May 15, 1996**
3.3(i) Amendment to Bylaws, dated October 11, 1996**
99 Offering Circular**
</TABLE>
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents and related exhibits have previously been filed with the
Securities and Exchange Commission and are incorporated herein by this reference
to the Registration Statement on Form 10-SB and post-effective amendment to
Registration Statement on Form 10-SB-A1.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SEAFOODS PLUS, LTD.
Date: 6/24/97 By /S/ KATHLEEN L. MORRISON
Date: 6/23/97 By /S/ JASON R. OSBORNE
Date: 6/24/97 By /S/ TERRY HARDMAN
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SEAFOODS PLUS, LTD.
Date: 6/24/97 By /S/ KATHLEEN L. MORRISON
Date: 6/23/97 By /S/ JASON R. OSBORNE
Date: 6/24/97 By /S/ TERRY HARDMAN
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS - Enclosed.
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
No annual report or proxy material has been forwarded to securities holders
of the Registrant during the period covered by this report or for the previous
three calendar years ended December 31; however, if any annual report or proxy
material is furnished to security holders in connection with the annual meeting
of stockholders to be held in 1996, a copy of any such annual report or proxy
materials shall be forwarded to the Commission when it is forwarded to security
holders.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001024022
<NAME> SEAFOODS PLUS, LTD.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 653
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 653
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 653
<CURRENT-LIABILITIES> 4,737
<BONDS> 0
0
0
<COMMON> 2,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 653
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,477
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,577)
<INCOME-TAX> 100
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,577)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
