UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________to__________
Commission File Number: 022597
WESTERN TECHNOLOGY & RESEARCH, INC.
(Exact name of registrant as specified in charter)
WYOMING
83-0273780
------------------------------
-------------------------
State or other jurisdiction of
(I.R.S. Employer I.D. No.)
incorporation or organization
801 East A Street, Casper, Wyoming
82601
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number, including area code: (307) 234-
5310
Securities registered pursuant to section 12(b) of the
Act:
Title of each class
Name of each exchange on which registered
None N/A
Securities registered pursuant to section 12(g) of the Act:
Title of each class
Name of each exchange on which registered
Common stock, no par value None
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 [ ] No [X ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal
year: $-0-
State the aggregate market value of the voting stock
held by nonaffiliates 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: The Company does not have an active trading
market and it is, therefore, difficult, if not impossible,
to determine the market value of the stock. To the
knowledge of the Company, no bid or asked quotation is
available at this time, nor at any time in the last sixty
days. The Company has 500,000 shares of its common stock
outstanding, of which 253,900 shares are held by
nonaffiliates.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated
by reference and 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
other information statement; and (3) Any prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of
1933: NONE
PART I, ITEM 1: DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
WESTERN TECHNOLOGY & RESEARCH, INC. (the "Company") was
organized on September 19, 1984 under the laws of the State
of Wyoming, having the stated purpose of engaging in any
lawful activities. The Company was formed with the
contemplated purpose to engage in investment and business
development operations related to mineral research and
exploration. The primary area of mineral exploration
concerned small (less than 10 acres) jade mining leaseholds
in Wyoming, which were never brought to the development
stage. The Company also held options on both minor gold and
minor oil & gas prospects, which were never exercised, and
the options were assigned to third-parties for nominal
consideration. All these activities had ceased before 1990.
All jade mine claims were allowed to expire in 1993, for non-
payment of rental fees, as approved by unanimous action of
the Board of Directors on August 19, 1993.
The Company never engaged in an active trade or
business throughout the period from 1990, until just
recently. In December of 1994, the prior management, Mr.
H. Jean Baker and Mrs. Phyllis L. Baker, expressed the
desire to wind up the Company because of the lack of any
business and the burdens of carrying on the entity without
any apparent purpose. The Company had just lost its last
business asset, an interest in real property, through
foreclosure. The present management took over at that time,
noting in 1994 that some new mining prospects and potential
claims were available for investigation by the Company.
However, despite additional investigation, no new claims
were staked. On October 15, 1996, the directors determined
that the Company should become active in seeking potential
operating businesses and business opportunities with the
intent to acquire or merge with such businesses. The
Company then began to consider and investigate potential
business opportunities. The management of the Company
commenced a proactive review of all potential business
opportunities by means of their personal contacts and prior
experience, consisting of over thirty combined years of
management of public companies in the mineral extraction
business, and private business operations including real
estate. The Company is considered a development stage
company and, due to its status as a shell corporation, its
principal business purpose is to locate and consummate a
merger or acquisition with a private entity. Because of the
Company's current status having no assets and no recent
operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there
will be a probable change in control of the Company.
The Company is voluntarily filing its registration statement
on Form 10-SB in order to make information concerning itself
more readily available to the public. Management believes
that being a reporting company under the Securities Exchange
Act of 1934, as amended (the Exchange Act), could provide
a prospective merger or acquisition candidate with
additional information concerning the Company. In addition,
management believes that this might make the Company more
attractive to an operating business opportunity as a
potential business combination candidate. As a result of
filing its registration statement, the Company is obligated
to file with the Commission certain interim and periodic
reports including an annual report containing audited
financial statements. The Company intends to continue to
voluntarily file these periodic reports under the Exchange
Act even if its obligation to file such reports is suspended
under applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company
will become subject to the same reporting requirements as
the Company upon consummation of any such business
combination. Thus, in the event that the Company
successfully completes an acquisition or merger with another
operating business, the resulting combined business must
provide audited financial statements for at least the two
most recent fiscal years or, in the event that the combined
operating business has been in business less than two years,
audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company has no recent operating history and no
representation is made, nor is any intended, that the
Company will be able to carry on future business activities
successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an
operating business, business opportunity or property that
will be of material value to the Company.
Management plans to investigate, research and, if
justified, potentially acquire or merge with one or more
businesses or business opportunities. The Company currently
has no commitment or arrangement, written or oral, to
participate in any business opportunity and management
cannot predict the nature of any potential business
opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any
potential business or business opportunity.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company's principal executive offices are located
at 801 East A Street, Casper, Wyoming, 82601, and its
telephone number is (307) 234-5310., which are the offices
of its president, Zenith S. Merritt. Mr. Merritt allows the
Company to utilize these facilities without charge. The
Company does not own or control any material property.
ITEM 3. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
No matters were submitted to a vote of shareholders of
the Company during the fiscal year ended December 31, 1997,
nor since that time until the date of this Form 10-KSB
filing.
PART II , ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company is not aware of any quotations for its
common stock, now or at any time within the past ten years.
The Company has made an application to the NASD for the
Company's shares to be quoted on the OTC Bulletin Board. The
Company's application to the NASD consists of current
corporate information, financial statements and other
documents as required by Rule 15c2-1-1 of the Securities
Exchange Act of 1934, as amended. Inclusion on the OTC
Bulletin Board, once obtained, permits price quotations for
the Company's shares to be published by such service. The
Company is not aware of any established trading market for
its common stock nor is there any record of any reported
trades in the public market in recent years. The Company's
common stock has not traded in a public market since 1988.
Since its inception, the Company has not paid any dividends
on its Common Stock, and the Company does not anticipate
that it will pay dividends in the foreseeable future. At
December 31, 1997, the Company had 43 shareholders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The Company is considered a development stage company
with no assets or capital and with no operations or income
since approximately 1990. The costs and expenses associated
with the preparation and filing of this registration
statement and other operations of the Company have been paid
for by a shareholder and a consultant of the Company,
specifically Zenith S. Merritt and H. DeWorth Williams. It
is anticipated that these persons will continue to advance
moneys as needed to pay for the Companys necessary
expenses, including the filing of future reports with the
SEC. $17,252 was advanced since December 31, 1994,
including $7,500 this year, which includes an estimate of
allocable attorneys fees paid since December 31, 1996. At
this time, the only compensation arrangements regarding
these advances is that the persons advancing the funds are
to be reimbursed when the Company has funds available to
repay these advances. It is anticipated that the Company
will require only nominal capital to maintain the corporate
viability of the Company and necessary funds will most
likely be provided by the Company's existing shareholders or
its officers and directors in the immediate future. However,
unless the Company is able to facilitate an acquisition of
or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt
about its ability to continue as a going concern.
In the opinion of management, inflation has not and
will not have a material effect on the operations of the
Company until such time as the Company successfully
completes an acquisition or merger. At that time, management
will evaluate the possible effects of inflation on the
Company as it relates to its business and operations
following a successful acquisition or merger.
During the next twelve months, the Company will
actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one
or more business ventures. Because the Company lacks funds,
it may be necessary for the officers and directors to either
advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and
to obtain services on a contingency basis when possible.
Further, the Company's directors will forego any
compensation until such time as an acquisition or merger can
be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the
date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants
or to raise any capital. In the event the Company does need
to raise capital most likely the only method available to
the Company would be the private sale of its securities.
Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from
either a commercial or private lender. There can be no
assurance that the Company will be able to obtain additional
funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the
Company.
The Company does not intend to use any employees, with
the possible exception of part-time clerical assistance on
an as-needed basis. Outside advisors or consultants will be
used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will
be able to operate in this manner and to continue its search
for business opportunities during the next twelve months.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth
immediately following the signature page to this form 10-
KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified
public accountants with respect to accounting practices or
procedures or financial disclosure.
PART III, ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS,
PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
The following table sets forth as of December 31, 1997,
the name, age, and position of each executive officer and
director of the Company.
Name Age Position
Zenith S. Merritt 69 President and
Director
Thomas M. Hockaday 62 Secretary-Treasurer
and Director
Jo Juliano-Smith 55 Director
All directors hold office until the next annual meeting
of stockholders and until their successors have been duly
elected and qualified. There are no agreements with respect
to the election of directors.
Set forth below is certain biographical information
regarding the Company's executive officers and directors.
Z.S. Merritt has been President and a director of
the Company since December 15, 1994. For the last five
years (and previously), Mr. Merritt has also provided
independent consulting services as a geologist and landman,
as well as acting as the owner and real estate broker for
Merit Realty in Casper, Wyoming. Mr. Merritt studied
geology at the University of Wyoming, where he received both
a bachelors and masters degree in geology.
Thomas M. Hockaday has been Vice President and a
director of the Company since December 15, 1994. For the
last five years (and previously), Mr. Hockaday worked as a
real estate sales representative and investment advisor for
Merit Realty in Casper, Wyoming. Mr. Hockaday attended the
Community College of Cedar Rapids, Iowa, for two years, and
has eighteen years of continuing professional education in
banking and financial studies.
Jo Juliano Smith has been a director of the Company
since April 1, 1997. She has over fifteen years of
experience as a paralegal, and in recent years (including
the last five years) has also worked as a substance abuse
counselor. She has attended the University of Utah.
To the knowledge of management, during the past five
years, no present or former director or executive officer of
the Company: (1)filed a petition under the federal
bankruptcy laws or any state insolvency law, nor had a
receiver, fiscal agent or similar officer appointed by a
court for the business or property of such person, or any
partnership in which he was a general partner at or within
two years before the time of such filing, or any corporation
or business association of which he was an executive officer
at or within two years before the time of such filing; (2)
was convicted in a criminal proceeding or named 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 advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director or employee
of any investment 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
vacate; (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
The Company's Common Stock is registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in connection therewith,
directors, officers, and beneficial owners of more than 10%
of the Company's Common Stock are required to file on a
timely basis certain reports under Section 16 of the
Exchange Act as to their beneficial ownership of the
Company's Common Stock. The following table sets forth, as
of the date of this report, the name and relationship of
each person who failed to file on a timely basis any reports
required pursuant to Section 16 of the Exchange Act:
Name Position Report to be
filed*
Zenith S. Merritt President, Director, >10% S/H
Form 3
Thomas M. Hockaday Vice President and Director Form
3
Jo Juliano Smith Director Form
3
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or
deferred compensation plan for the benefit of its employees,
officers or directors. The Company has not paid any salaries
or other compensation to its officers, directors or
employees for the years ended December 31, 1996 and 1997,
nor at any time during 1998. Further, the Company has not
entered into an employment agreement with any of its
officers, directors or any other persons and no such
agreements are anticipated in the immediate future. It is
intended that the Company's directors will forego any
compensation until such time as an acquisition or merger can
be accomplished and will strive to have the business
opportunity provide their remuneration. As of the date
hereof, no person has accrued any compensation from the
Company.
COMPENSATION TABLE: None; no form of compensation was paid
to any officer or director at any time during the last three
fiscal years.
CASH COMPENSATION
There was no cash compensation paid to any director or
executive officer of the Company during the fiscal years
ended June 30 1998, 1997, or 1996.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with
respect to any person 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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT:
The following table sets forth information, to the best
knowledge of the Company as of September 15, 1998, with
respect to each person known by the Company to own
beneficially more than 5% of the Company's outstanding
common stock, each director of the Company and all directors
and officers of the Company as a group.
Name and Address of Amount and Nature of
Percent
Beneficial Owner Beneficial Ownership
of Class
Z.S. Merritt 253,400 50.7%
801 East A Street
Casper, Wyoming 82601
Sharon K. Fowler 42,500
8.5%
M13740 Box 1
Evansville, Wyoming 82636
Donn Douglas 40,000
8.0%
6445 East Ohio Avenue, Suite 350
Denver, Colorado 80226
Michael Ford 40,000
8.0%
1001 East Bayaud #1402
Denver, Colorado 80209
H. Jean Baker & Phyllis L. Baker 32,500
6.5%
P.O. Box 1314
Riverton, Wyoming 82501
Management:
Z.S. Merritt 253,400 50.7%
801 East A Street
Casper, Wyoming 82601
Thomas M. Hockaday 500
0.1%
1560 Nottingham
Casper, Wyoming 82609
- --------------------------------
Note: The Company has combined related parties for purposes
of determining beneficial ownership with regard to H. Jean
Baker and Phyllis L. Baker (combined with Jean R. Baker, Jon
M. Baker, Kathleen K. Baker, and Phyllis L. Baker), Sharon
K. Fowler (combined with Leslie J. Fowler, Michael D.
Fowler, Robert D. Fowler, and Robert G. Fowler), and Z. S.
Merritt (combined with Aline Merritt, Dennis Merritt, and
Dinah Merritt), above, to determine aggregate controlled
shares. The Company has been advised that each of the other
persons listed above has sole voting power over the shares
indicated above. Percent of Class (third column above) is
based on 500,000 shares of common stock outstanding as of
the date of this 10-KSB.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS:
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the
fiscal year ended December 31, 1997, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any
currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party,
in which the amount involved exceeds $60,000, and in which
any director or executive officer, or any security holder
who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing
persons, has an interest. H.D. Williams has advanced funds
to pay for attorneys fees and accounting fees for the
preparation of the Form 10-SB and Form 10-KSB, and will
continue to advance such funds as needed for future
reporting and compliance, for which he will be reimbursed by
the Company when, or if, funds become available to the
Company.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal year ended December 31, 1997, there
were no material transactions between the Company and its
management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the
fiscal year ended December 31, 1997, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any
currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party,
in which the amount involved exceeds $60,000, and in which
any director or executive officer, or any security holder
who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing
persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
The Company was organized fourteen years ago; hence
transactions between the Company and its promoters or
founders are long since expired by their terms or by
operation of law, and therefore are not deemed to be
material. Furthermore, to the best knowledge of management,
no such transactions exist.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K:
(a)(1)FINANCIAL STATEMENTS. The following financial
statements are included in this report:
Title of Document
Page
Report of Jones, Jensen & Company, Certified Public
Accountants................................................
12 Balance Sheet as of December 31, 1997
............................................................
............................. 13
Statements of Operations for the fiscal years ended December
31, 1997 and 1996 and from inception on
April 1, 1964 through December 31, 1997
............................................................
......................... 14
Statements of Stockholders' Equity from inception on April
1, 1964 to December 31, 1997 .......... 15 Statements of
Cash Flows for the fiscal years ended December 31, 1997 and
1996 and from inception on
April 1, 1964 through December 31, 1997
............................................................
....................... 16 Notes to Financial Statements
............................................................
........................................... 17
(a)(2)FINANCIAL STATEMENT SCHEDULES. The following
financial statement schedules are included as part of this
report: None.
(a)(3)EXHIBITS. The following exhibits are included as
part of this report:
Exhibit No. SEC Ref. No. Title of Document
Location
Item 3 Articles of Incorporation and Bylaws
3.01 Articles of Incorporation and all amendments
*
pertaining thereto
3.02 By-laws *
Item 4 Instruments Defining the Rights of
Shareholders
4.01 Specimen Stock Certificate
*
* Incorporated by reference from the Companys
registration statement on Form 10-SB filed with the
Commission, SEC file No. 022597.
SIGNATURES
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:
WESTERN TECHNOLOGY & RESEARCH, INC.
(Registrant)
By: __ /s/_Zenith S.
Merritt
Date: September 15, 1998 Zenith S.
Merritt, President and
Director, Principal Executive Officer
By: __ /s/_Zenith S.
Merritt
Date: September 15, 1998 Zenith S.
Merritt, President and
Director
By: __ /s/_Thomas M.
Hockaday
Date: September 15, 1998 Thomas M.
Hockaday, Vice President and
Director
By: __ /s/_Jo Juliano
Smith
Date: September 15, 1998 Jo Juliano
Smith, Director
WESTERN TECHNOLOGY & RESEARCH, INC.
FINANCIAL STATEMENTS
December 31, 1997 and 1996<PAGE>
C O N T E N T S
Independent Auditors' Report 3
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders' Equity (Deficit) 6
Statements of Cash Flows 9
Notes to the Financial Statements 11<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Western Technology & Research, Inc.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Western Technology &
Research, Inc. (A Development Stage Company) as of December 31, 1997 and the
related statements of operations, stockholders' equity (deficit), and cash
flows for the years ended December 31, 1997and 1996 and from inception on
September 19, 1984 to December 31, 1997. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 Western Technology & Research,
Inc. (A Development Stage Company) as of December 31, 1997 and the results of
its operations and its cash flows for the years ended December 31, 1997 and
1996 and from inception on September 19, 1984 to December 31, 1997, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has incurred losses from its inception
through December 31, 1997 and it has not established revenues sufficient to
cover its operating costs and to allow it to continue as a going concern,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 4. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
June 9, 1998<PAGE>
/* WordPerfect WARNING - No Equivalent EDGAR Representation */
/* WordPerfect Structure - Footer A Beginning */
The accompanying notes are an integral part of these financial statements.
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WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
1997
CURRENT ASSETS
Cash $ -
Total Current Assets -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ -
Total Current Liabilities -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 50,000,000 shares
authorized at no par value, 500,000,
shares issued and outstanding 93,843
Deficit accumulated during the
development stage (93,843 )
Total Stockholders' Equity (Deficit) -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ - <PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Operations
From
Inception
September
For the Years Ended
19, 1984 to
December
31, December 31,
1997 1996
1997
SALES $ - $ - $
- -
EXPENSES - -
- -
NET INCOME (LOSS) FROM OPERATIONS -
- - -
GAIN (LOSS) ON DISCONTINUED OPERATIONS 15,307
33,300 (93,843 )
INCOME (LOSS) PRIOR TO INCOME TAXES
15,307 33,300 (93,843 )
PROVISION FOR INCOME TAXES (Note 1)
- - - -
NET INCOME (LOSS) $ 15,307 $
33,300 $ (93,843 )
NET EARNINGS (LOSS) PER SHARE $ 0.03 $
0.07 $ (0.00 )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
Balance at inception, September 19, 1984 - $
- - $ -
Net income for the period ended
December 31, 1984 - -
- -
Balance, December 31, 1984 - -
- -
Common stock issued for cash
at $0.10 per share 110,400 11,040
- -
Common stock issued for cash at
$0.20 per share 105,000 21,000
- -
Common stock issued for debt at
$0.20 per share 500 100 -
Net income for the year ended
December 31, 1985 - -
3,644
Balance, December 31, 1985 215,900 32,140
3,644
Common stock issued for cash
at $0.20 per share 40,000 8,000
- -
Net loss for the year ended
December 31, 1986 - -
(5,461 )
Balance, December 31, 1986 255,900 40,140
(1,817 )
Net loss for the year ended
December 31, 1987 - -
(10,815 )
Balance, December 31, 1987 255,900 $ 40,140
$ (12,632 )
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount
Stage
Balance, December 31, 1987 255,900 $ 40,140
$ (12,632 )
Common stock issued for cash
at $0.20 per share 15,000 3,000
- -
Common stock issued for property
at $0.20 per share 30,000 6,000
- -
Net loss for the year ended
December 31, 1988 - -
(20,494 )
Balance, December 31, 1988 300,900 49,140
(33,126 )
Net loss for the year ended
December 31, 1989 - -
(30,603 )
Balance, December 31, 1989 300,900 49,140
(63,729 )
Common stock issued for cash
at $0.20 per share 5,000 1,000
- -
Common stock issued in lieu
of salary at $0.20 per share 10,000
2,000 -
Common stock issued for services
at $0.20 per share 160,000 32,000
- -
Commons stock issued for note
extension at $0.20 per share 5,000 1,000
- -
Common stock issued for debt
at $0.20 per share 6,600 1,320
- -
Net loss for the year ended
December 31, 1990 - -
(29,601 )
Balance, December 31, 1990 487,500 86,460
(93,330 )
Net income for the year ended
December 31, 1991 - -
1,504
Balance, December 31, 1991 487,500 $ 86,460
$ (91,826 )
WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount
Stage
Balance, December 31, 1991 487,500 $ 86,460
$ (91,826 )
Net loss for the year ended
December 31, 1992 - -
(3,579 )
Balance, December 31, 1992 487,500 86,460
(95,405 )
Net loss for the year ended
December 31, 1993 - -
(46,710 )
Balance, December 31, 1993 487,500 86,460
(142,115 )
Common stock issued for cash
payments made on behalf of
the Company at $0.20 per share 12,500
2,500 -
Net income for the year ended
December 31, 1994 - -
2,918
Balance, December 31, 1994 500,000 88,960
(139,197 )
Net loss for the year ended
December 31, 1995 - -
(3,253 )
Balance, December 31, 1995 500,000 88,960
(142,450 )
Services paid on the Company's
behalf contributed to capital -
4,000 -
Net income for the year ended
December 31, 1996 - -
33,300
Balance, December 31, 1996 500,000 92,960
(109,150 )
Expenses paid on the Company's behalf
contributed to capital - 883 -
Net income for the year ended
December 31, 1997 - -
15,307
Balance, December 31, 1997 500,000 $ 93,843
$ (93,843 )<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception
September
For the Years Ended
19, 1984 to
December
31, December 31,
1997 1996
1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 15,307 $
33,300 $ (93,843 )
Adjustments to reconcile
net income to cash flows:
Depreciation -
- - 36,988
(Gain) loss on disposal of assets
- - - 35,779
Common stock issued for services
- - 4,000 56,380
Interest accrued on note payable
- - 211 12,720
Income from debt release (16,142 )
(37,654 ) (64,909 )
Expenses paid for Company 883
- - 883
Changes in operating assets and liabilities:
(Increase) decrease in accounts
receivable and related receivables
- - - (9,599 )
(Increase) decrease in inventory
- - - (2,745 )
(Increase) decrease in other assets
- - - (105 )
Increase (decrease) in accounts payable (48
) 143 174
Net Cash Provided (Used) by Operating Activities
- - - (28,277 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets -
- - (63,617 )
Sale of fixed assets -
- - 3,300
Net Cash Provided (Used) by Investing Activities
- - - (60,317 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable -
- - (42,390 )
Issuance of stock for cash -
- - 36,580
Proceeds from note payable -
- - 94,404
Net Cash Provided (Used) by Financing Activities $
- - $ - $ 88,594 <PAGE>WESTERN TECHNOLOGY
& RESEARCH, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
From
Inception
September
For the Years Ended
19, 1984 to
December
31, December 31,
1997 1996
1997
NET INCREASE (DECREASE) IN CASH $ - $
- - $ -
CASH AT BEGINNING OF PERIOD -
- - -
CASH AT END OF PERIOD $ - $
- - $ -
CASH PAID DURING THE YEAR FOR:
Interest $ - $ -
$ -
Income taxes $ - $ -
$ -
NON CASH FINANCING ACTIVITIES
lssuance of stock for services $ -
$ 4,000 $ 56,380
<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997 and 1996
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Western Technology & Research, Inc., (The Company) was organized under the
laws of the State of Wyoming on September 19, 1984. The Company was
incorporated for the purpose of mineral research and development. The Company
is presently inactive and all assets have been disposed of, accordingly the
Company is classified as a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year end.
b. Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
c. Provision for Taxes
At December 31, 1997 the Company had net operating loss carryforwards of
approximately $93,000 that may be offset against future taxable income through
2012. No tax benefit has been reported in the financial statements, because
the Company believes there is a 50% or greater chance the carryforwards will
expire unused. Accordingly, the potential tax benefits of the net operating
loss carryforwards are offset by a valuation allowance of the same amount.
d. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
e. 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 revenues and expenses during the period. Actual
results could differ from those estimates.
f. Forward Stock Split
On January 19, 1996, the Company's common stock was forward split on a 5
shares for 1 basis. The accompanying financial statements reflect the forward
stock split on a retroactive basis.<PAGE>WESTERN TECHNOLOGY & RESEARCH, INC.
(A Development Stage Company)
Notes to the Financial Statements (Continued)
December 31, 1997 and 1996
NOTE 3 - DISCONTINUED OPERATIONS
During 1993 the Company discontinued operations, and was reclassified as a
development stage company. All revenues generated by the Company have been
netted against the expenses and are grouped into the discontinued operations
line on the statement of operations.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through December
31, 1997. It has not established revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. Management intends to
seek a merger with an existing, operating company. Currently management is
committed to covering all operating and other costs until such a merger is
complete.
