SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934(Fee Required)
For the Fiscal Year Ended June 30, 1997
Commission File number 333-6410
CORAL DEVELOPMENT CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-3349762
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
240 Clarkson Avenue, Brooklyn NY 11226
(Address of Principal Executive Office) (Zip Code)
(718)469-3132
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding twelve
months and (2) has been subject to such filing requirements for the
past ninety days.
Yes / X / No / /.
Indicate by check if disclosure of delinquent filers pursuant to
Item 405 or Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. /X/
As of September 18, 1997, there was no aggregate market value of
the voting stock held by non-affiliates of the Registrant due to
the fact that there was no trading market in the shares of the
Registrant.
The Number of Shares Outstanding of the Registrant at September 18,
1997 was 403,000.
PART I
1. Business
The Registrant was incorporated in November 1996 and formed by
Modern Technology Corp. (MTC) who presently owns all 403,000
outstanding shares. MTC intends to distribute the 403,000 shares
to its shareholders as a dividend, on a pro-rata basis, at the rate
of one share for each 50 shares of MTC.
The Registrant proposed to combine with an existing privately
held company. A combination may be structured as a merger,
consolidation, exchange of Registrant's common stock for stock or
assets or any other form which will result in the combined
enterprises being a publicly held corporation. If the Company is
unable to consummate a suitable combination within 18 months from
the effective date of its Registration Statement (June 6, 1997)
(under Rule 419) then the securities will be released from escrow
and returned promptly to MTC and its Board of Directors will
probably recommend its liquidation and dissolution. During the
period from December 17, 1996 to June 30, 1997 the Registrant
generated a net loss of $578.
Item 2. Properties
As of June 30, 1997, the Registrant owned no property. The
Registrant utilizes some space in the offices of MTC for which it
pays no rent.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters.
There is no market for the shares of the Registrant.
Number of Shareholders - 370 shareholders of record as of
9/22/97.
Dividends - None Paid.
<PAGE>
Item 6. Selected Financial Data
For the period from December 17, 1996 to June 30, 1997
Total Revenues $ -0-
Net Income (Loss) (578)
Net Income (Loss)
per share NIL
Total Assets 29,722
Long Term Debt -0-
Dividends -0-
Item 7. Management's Discussion and Analysis of Results of
Operations.
The Registrant is a Delaware corporation in the development
state and has not begun any formal operations. The principal
purpose of the Registrant is to find and merge with an operating
company. For the period from December 17, 1996 to June 30, 1997
the Registrant generated a net loss of $578 which consisted of
general and administrative expenses. At June 30, 1997 the
Registrant has total assets of $29,722, no liabilities and
stockholders equity of $29,722. At June 30, 1997 there were
403,000 shares issued and outstanding.
On December 10, 1996 Modern Technology Corp., the parent
company of the Registrant, purchased 403,000 shares of the company
for $30,300. Modern Technology Corp. has registered the
Registrant's shares with the Securities and Exchange Commission and
intends to distribute these shares to Modern Technology Corp's
stockholders in the form of a dividend.
Item 8. Financial Statements.
Attached.
Item 9. Changes in and Disagreement with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers.
The executive officers and directors of the Registrant are as
follows:
Name Age Title Term Expires
Arthur Seidenfeld 46 President and Next Annual
Director Meeting
Anne Seidenfeld 84 Treasurer, Next Annual
Secretary and Meeting
Director
Each of the above named individuals has served the Registrant
in the capacity indicated since its formation on November 19, 1996.
Arthur Seidenfeld has been President and Director of the
Registrant since its formation. Mr. Seidenfeld was awarded a B.S.
Degree in Accounting from New York University in 1972 and an M.B.A.
in Finance in 1978 from Pace University.
He is also President and Director of Modern Technology Corp.,
a publicly traded company engaged in financial consulting
activities. He is also President and a Director of Daine
Industries Inc., a publicly traded company which through its wholly
owned subsidiary, Lite King Corp., is engaged in the manufacture of
wiring devices. He is also President and a Director of Davin
Enterprises, Inc., a publicly traded company which is seeking out
appropriate business opportunities and which also has an equity
position in Target Vision Inc., a privately owned company in the
computerized communication field. From July 1994 until April 1997,
he was also treasurer-secretary of Soft Sail Wind Power Inc., a
newly established company engaged in wind energy research and
development activities.
Anne Seidenfeld, Treasurer, Secretary and Director, received
her diploma from Washington Irving High School, New York City, in
1931. Mrs. Seidenfeld is Treasurer, Secretary and Director of
Daine Industries Inc., Modern Technology Corp. and Davin
Enterprises, Inc.
Arthur Seidenfeld is the son of Anne Seidenfeld.
Item 11. Management - Remuneration and Transactions.
During the period from inception to June 30, 1997 neither
officer received any remuneration.
PART IV
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
a. The following are known to Registrant to be beneficial owners
of 5% or more of the Registrant's common stock:
Title of Class
Common Stock
Name of Beneficial Owner Amount & Percentage
Nature of of Class
Beneficial
Ownership
Arthur Seidenfeld
240 Clarkson Ave
Brooklyn, New York 193,096 47.9%
Anne Seidenfeld
240 Clarkson Ave
Brooklyn, New York 48,530 12.0%
All officers and
Directors as a
Group (2) 241,626 59.9%
b. The shares owned by management are as follows:
Arthur Seidenfeld 193,096 47.9%
Anne Seidenfeld 48,530 12.0%
Item 13. Certain Relationships and Related Transactions.
None.
CORAL DEVELOPMENT CORP.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FILED WITH THE ANNUAL REPORT OF THE COMPANY ON
FORM 10K
Item 14. Exhibits
Financial Statements and Schedules and Reports on Form 10K
Accountant's Report
Balance Sheets as of June 30, 1997 and December 16, 1996
Statement of Shareholders' Equity For the Period November 19,
1996 (Inception) to June 30, 1997
Statement of Operations For the Period from December 17, 1996
to June 30, 1997 and For the Period from November 19, 1996
(Inception) to December 16, 1996.
Statement of Cash Flows For the Period from December 17, 1996
to June 30, 1997 and For the Period from November 19, 1996
(Inception) to December 16, 1996.
Notes to Financial Statements
Schedule II-Valuation and Qualifying Accounts
Other schedules not submitted are omitted, because the
information is included elsewhere in the financial statements or
the notes thereto, or the conditions requiring the filing of these
schedules are not applicable.
Supplemental information to be furnished with reports filed
pursuant to Section 15(d) of the Securities Act of 1934 by
Registrant which have not registered securities pursuant to Section
12 of the Securities Act of 1934:
a) No annual report or proxy material has been sent to
security holders. When such report or proxy materials are
furnished to securities holders subsequent to the filing of this
report, copies shall be furnished to the Commission when sent to
securities holders.
CORAL DEVELOPMENT CORP.
FINANCIAL STATEMENTS
JUNE 30, 1997 AND DECEMBER 16, 1996
I N D E X
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 1
BALANCE SHEETS 2
STATEMENT OF STOCKHOLDER'S EQUITY 3
STATEMENTS OF OPERATIONS 4
STATEMENTS OF CASH FLOWS 5
NOTES TO THE FINANCIAL STATEMENTS 6-7
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors and Stockholders
CORAL DEVELOPMENT CORP.
461 Beach 124 Street
Belle Harbor, New York 11694
We have audited the accompanying balance sheets of CORAL
DEVELOPMENT CORP. (A Development Stage Enterprise) as of June 30,
1997 and December 16, 1996 and the related statements of
stockholder's equity, operations and cash flows for the period
ended June 30, 1997 and the period November 19, 1996 (inception) to
December 16, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based upon our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above presents
fairly, in all material respects, the financial position of CORAL
DEVELOPMENT CORP. (A Development Stage Enterprise) as of June 30,
1997 and December 16, 1996, and the statement of its operations and
cash flows for the periods then ended, in conformity with generally
accepted accounting principles.
GREENBERG & COMPANY LLC
Springfield, New Jersey
August 15, 1997
Page 1 of 7
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
June 30, December 16,
1997 1996
ASSETS
ASSETS
Current assets - cash $ 3,515 $30,000
Deferred registration costs 25,907 -0-
Organization Expense 300 300
TOTAL ASSETS $29,722 $30,300
LIABILITIES AND STOCKHOLDER'S EQUITY
TOTAL LIABILITIES $ -0- $ -0-
STOCKHOLDER'S EQUITY
Common stock par value $.001
20,000,000 shares authorized
403,000 shares issued and outstanding 403 403
Additional paid in capital 29,897 29,897
(Deficit) accumulated during the
development stage (578) -0-
TOTAL STOCKHOLDER'S EQUITY 29,722 30,300
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $29,722 $30,300
The accompanying notes are an integral part of this financial statement.
Page 2 of 7
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD NOVEMBER 19, 1996 (INCEPTION) TO JUNE 30, 1997
(Deficit)
Common Accumulated Total
Stock Additional During the Stock-
# of $.001 par Paid in Development holder's
Shares Value Capital Stage Equity
Initial investment
in capital stock 403,000 $403 $29,897 $ -0- $30,300
Balance -
December 16, 1996 403,000 403 29,897 -0- 30,300
Net (Loss) for the
period (578) (578)
BALANCE -
JUNE 30, 1997 403,000 $403 $29,897 $(578) $29,722
The accompanying notes are an integral part of this financial statement.
Page 3 of 7
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
Period from
Period from November 19, 1996
December 17, 1996 (inception) to
to June 30, 1997 December 16, 1996
General and administrative
expenses $ (578) $ -0-
Net (Loss) for the period $ (578) $ -0-
Net (Loss) per share $ (0.00) $ (0.00)
Weighted average common shares
outstanding 403,000 403,000
Cumulative amounts from inception:
General and administrative
expenses $ 578
Net (Loss) $ (578)
The accompanying notes are an integral part of this financial statement.
Page 4 of 7
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
Period From Cumulative
Period From 11/19/96 Amounts
12/17/96 (inception) From
to 6/30/97 to 12/16/96 Inception
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (578) $ -0- $ (578)
Changes In Assets
(Increase) in Organization Expense -0- (300) (300)
Net Cash (Used In) Operating
Activities (578) (300) (878)
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issuance -0- 30,300 30,300
(Increase) in Deferred Registration
Costs (25,907) -0- (25,907)
Net Cash Provided By (Used In)
Financing Activities (25,907) 30,300 4,393
Net Increase (Decrease) in Cash (26,485) 30,000 3,515
Cash, Beginning of Period 30,000 -0- -0-
CASH, END OF PERIOD $ 3,515 $30,000 $ 3,515
Supplemental Disclosures of
Cash Flow Information
Cash Paid During Period for:
Taxes $ -0- $ -0- $ -0-
Interest $ -0- $ -0- $ -0-
The accompanying notes are an integral part of this financial statement.
Page 5 of 7
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1997
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Coral Development Corp. (CDC) is a Delaware corporation. CDC
is in the development stage and has not begun any formal
operations. CDC's office is located in New York. The
principal purpose of CDC is to find and merge with an
operating company. The Company's fiscal year end is June 30.
On December 10, 1996 Modern Technology Corp., the parent
company of Coral Development Corp., purchased 403,000 shares
of the company for $30,300. The shares of the Company were
registered on June 6, 1997 with the Securities and Exchange
Commission. The intention of Modern Technology Corp. is to
distribute those shares to Modern Technology Corp.'s
stockholders in the form of a dividend.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING POLICIES
Coral Development Corp.'s accounting policies conform to
generally accepted accounting principles. Significant
policies followed are described below.
ESTIMATES IN FINANCIAL STATEMENTS
The preparation of the 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 revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
NOTE 3: INCOME TAXES
The Company follows Statement of Financial Accounting
Standards No. 109 (FAS 109), "Accounting for Income Taxes."
FAS 109 is an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been
recognized in the Company's financial statements or tax
returns. The Company has net operating loss carry forwards of
approximately $578 available to reduce any future income
taxes. The tax benefit of these losses, approximately $200,
has been offset by a valuation allowance due to the
uncertainty of its realization.
Page 6 of 7
CORAL DEVELOPMENT CORP.
(A WHOLLY OWNED SUBSIDIARY)
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
NOTE 4: DEFERRED REGISTRATION COSTS
As of June 30, 1997, the Company has incurred deferred
registration costs of $25,907 relating to expenses incurred in
connection with the Proposed Distribution (see Note 1). Upon
consummation of this Proposed Distribution, the deferred
registration costs will be charged to equity. Should the
Proposed Distribution prove to be unsuccessful, these deferred
costs, as well as additional expenses to be incurred, will be
charged to operations.
Page 7 of 7
Our examination was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The information contained in the
following Schedule is presented for purposes of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Securities and Exchange Commision. Such
information has been subjected to the auditing procedures applied in the
examination of the basic financial statements and, in our opinion, is fairly
stated in all material respects to the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.
Greenberg & Company LLC
Springfield, New Jersey
August 15, 1997
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
JUNE 30, 1997
<TABLE>
<C> <S> <S> <S> <S> <S>
COLUMN A-DESCRIPTION COLUMN B-BALANCE COLUMN C-ADDITIONS COLUMN C-ADDITIONS COLUMN D COLUMN E-BALANCE
AT BEGINNING OF CHARGED TO COSTS CHARGED TO OTHER DEDUCTIONS AT END OF PERIOD
PERIOD AND EXPENSE ACCOUNTS
TAX BENEFIT RESERVE 0 200 0 0 200
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
CORAL DEVELOPMENT CORP.
By: Arthur Seidenfeld
President, Principal Executive Officer and
Principal Financial Officer
Dated: September 22, 1997
Pursuant to the requirements of the Securities Act of 1934, this
report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.
Name and Signature Title Date
Arthur Seidenfeld President and Sept 22, 1997
Director
Anne Seidenfeld Treasurer, Secretary Sept 22, 1997
and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 3515
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3515
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 29722
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 403
<OTHER-SE> 29319
<TOTAL-LIABILITY-AND-EQUITY> 29722
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 578
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (578)
<INCOME-TAX> 0
<INCOME-CONTINUING> (578)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (578)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
