UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the transition period from _____________ to
_______________.
SATTEL GLOBAL NETWORKS, INC.
-------------------------------
(Name of Small Business Issuer in Its Charter)
Colorado 841385900
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9172 Eton Ave.
Chatsworth, California 91311
(Address of Principal Executive Offices)
818-709-6201 (Telephone)
818-709-6462 (Fax)
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(Address of Principal Executive Offices) (Zip Code)
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.
Yes [x] No [ ]
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of the latest practicable date, November 15, 2000, is 30,410,017 shares.
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TABLE OF CONTENTS
PART I PAGE
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ITEM 1. FINANCIAL STATEMENTS ---------------------------------------- 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION ---------------------------------------------------- 8
PART II
ITEM 5. OTHER -------------------------------------------------------- 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ----------------------- 10
SIGNATURES ------------------------------------------------------------ 11
<PAGE>
Item 1. Financial Statements
Unless otherwise indicated, the term "Company" refers to Sattel Global
Networks, Inc. The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and footnotes necessary for a complete presentation of
financial position, results of operations, cash flows and stockholders' equity
in conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the quarter
ended September 30, 2000, are not necessarily indicative of the results that
can be expected for the year ending December 31, 2000. The statements herein
should be read in connection with audited financial statements for the 6 months
ended September 30, 2000 and September 30, 1999 and for the years ended December
1999.
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<TABLE>
<CAPTION>
OSTEO SYSTEMS, INC.
(A Development Stage Company)
Balance Sheet
As of June 30, 2000
ASSETS
------
<S> <C>
Other Assets:
Organization Costs, less Accumulated
Amortization of $331 $169
--------
Total Assets $169
========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Stockholder's Equity:
Preferred Stock, par value $.01, 10,000,000
shares authorized, none issued and outstanding --
Common Stock, par value $.001, 100,000,000
shares authorized, 6,150,000 issued and
outstanding $6,150
Additional paid-in capital 17,145
Deficit accumulated during development stage (23,126)
--------
Total Stockholders' Equity 169
--------
Total Liabilities and Stockholders' Equity $169
========
</TABLE>
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<TABLE>
<CAPTION>
OSTEO SYSTEMS, INC.
(A Development Stage Company)
Statements of Operations
For the Three Months and Six Months Ended June 30, 2000 and 1999
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
COSTS AND EXPENSES
Amorization 25 25 50 50
-------- -------- -------- --------
Loss Before Income Taxes (25) (25) (50) (50)
Income Tax Benefit - - - -
-------- -------- -------- --------
Net Loss (25) (25) (50) (50)
======== ======== ======== ========
Earnings (loss) Per Share:
Net Loss $ - $ - $ - $ -
Weighted Average
Number of Common
and Common Equivalent
Shares Outstanding 6,150,000 6,150,000 6,150,000 6,150,000
========= ========= ========= =========
</TABLE>
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<TABLE>
<CAPTION>
OSTEO SYSTEMS, INC.
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
June 30, June 30,
2000 1999
------- --------
<S> <C> <C>
Reconciliation of Net Loss to Net Cash
Flows from Operating Activities:
Net Loss $(50) $(50)
Amortization 50 50
---- ----
Net Cash Flows From Operating Activities -- --
Investing Activities -- --
Financing Activities -- --
---- ----
Increase (Decrease) in Cash -- --
Cash, beginning of period -- --
---- ----
Cash, end of period $-- $--
==== ====
</TABLE>
<PAGE>
OSTEO SYSTEMS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2000
Osteo Systems, Inc. (the "Company") was incorporated under the laws of the
State of Colorado on March 6, 1997. The Company has generally been inactive and
has conducted no business operations since its inception except for
organizational and fund raising activities. The Company's previous plans were
unsuccessful and the Company is presently seeking a merger partner.
The information included in these financial statements includes all
adjustments, consisting of normal recurring adjustments which, in the opinion of
management, are necessary to a fair presentation of the financial statements for
the periods presented. The financial statements should be read in conjunction
with the financial statements and notes thereto for the fiscal year ended
December 31, 1999 included in the Company's Form 10KSB filed April 11, 2000.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis should be read in conjunction with
the Company financial statements and notes thereto included elsewhere in this
Form 10-QSB. Except for the historical information contained herein, the
discussion in this Form 10-QSB contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward statements
wherever they appear in this Form 10-QSB. The Company actual results could
differ materially from those discussed here.
The Company is not aware of any circumstances or trends which would have a
negative impact upon future sales or earnings. There have been no material
fluctuations in the standard seasonal variations of the Company business. The
accompanying financial statements include all adjustments, which in the opinion
of management are necessary in order to make the financial statements not
misleading.
On September 11, 2000, a Reorganization Agreement (the "Agreement") was
executed by and among the Company, Freva Investment Trust, a common law business
trust resident in California ("FTI"), Vancouver Telephone Company and/or
assigns, which owns 100% of Sattel Global Networks, a Delaware corporation and,
certain stockholders of OSTEO who represented approximately 57% of the
outstanding of the Company's common stock, par value $0.001 per share (the
"Common Stock") of OSTEO. At the closing of the transactions contemplated by
the Agreement, the current stockholders of OSTEO will own less than 1.5% of the
outstanding shares of Common Stock of OSTEO and OSTEO will own 100% of the
existing business of Sattel and all of the beneficial interests of FTI. FTI
will hold certain rights to acquire an interest in Sattel. The respective boards
of directors of OSTEO and Sattel and the Trustee of FTI deemed it desirable and
in the best interests of their respective corporations and the holders of the
beneficial interests of FTI, for OSTEO to acquire the outstanding capital stock
of Sattel and all beneficial interests of FTI in accordance with the terms of
the Agreement (the "Transaction"). On October 16, 2000, the parties herein
executed a modified, definitive Agreement.
Results of Operations.
The Company's "Total Liabilities and Stockholder's Equity" for quarter
ending September 30, 2000 was, $ 169.00 The Company's "Total Liabilities and
Stockholder's Equity" for quarter ending September 30, 1999 was $0. The
Company's "Total Liabilities and Stockholder's Equity" for the year ending
December 31, 1999 was $ 0.00.
Capital Resources and Liquidity.
During the third quarter ended 2000, the Company did not issue any
unregistered shares.
PART II
Events Subsequent to the Third Quarter.
On October 12, 2000, the Company's Board of Directors enacted a 1 to 15
reverse stock split and, restated and amended their Articles of Incorporation
changing its name from Osteo Systems, Inc. to Sattel Global Networks, Inc.
On October 16, 2000, Sattel Global Networks Inc. (Colorado) signed a
definitive agreement whereby its operations will be consolidated with Sattel
Global Networks, Inc. (Delaware). The Company's former Secretary and Treasurer
and Director, Kendall Dorsett, the Company's Executive Vice-President, Suzanne
Sorensen, and Roland K. Fink, as President and Director tendered their
resignations. The Company appointed George Weischadle, as President and
Director, Stanley Cohen as Vice-President and Director, Werner F. Grieder as
Treasurer and Director, Darrell Cho as Secretary, Wayne Goettsche as Director
and J. Edgar Benavente as a Director.
Certain conditions as set forth in the plan of reorganization must be met
before the transaction proposed herein is finalized. Parties anticipate closing
of this transaction within 30 days herefrom.
The newly elected officers of the company are:
Mr. George Weischadle President
Mr. Wayne K. Goettsche, Chairman
Dr. Werner F. Grieder, Treasurer
Mr. Darrell Cho, Secretary
The newly constituted Board of Directors include:
George Weischadle - has over 25 years of experience in the aerospace
industry. Mr. Weischadle founded Sattel Technologies, Inc. in 1985, serving as
its President. Previously, he held engineering and management positions in
Hughes Aircraft Company's Space & Communications Group where he was responsible
for satellite telecommunications programs in key foreign markets. Prior to
that, he worked as a design engineer for Western Union on America's first
domestic satellite network, Westar. Mr. Weischadle has an engineering degree
from Penn State, an MBA from Fairleigh Dickinson University, and a J.D. degree
from Southwestern University College of Law.
Mr. Wayne K. Goettsche - has over 40 years experience in the ownership and
management of diversified international industries. From 1971 until 1994 he
founded and served as Chairman of several privately-held companies with
significant industry positions in food and food processing, oil-field service,
petrochemical engineering and construction, general construction, world-wide
transportation, rail transportation, overhaul and service of jet turbine engines
for the commercial airline industry and telecommunications. Since 1994 he has
been involved in the development of international rural infrastructure systems,
primarily in Asia, including satellite communication, power, rail and mining.
Prior to 1971 he was a partner of Arthur Young and Company, an international
accounting firm. He has also served as a director, member of the executive
committee and Chairman of the Audit Committee of Mapco, Inc. a NYSE company, now
a part of the Williams Companies. Mr. Goettsche has an economics and business
degree from Hastings College, Hastings, Nebraska and an MBA from the University
of Texas.
Stanley Cohen - has over 25 years of management experience in the
communications and electronics industries. Prior to co-founding Vancouver
Telephone Company in 1995, he was Senior Vice-President, Networks/Operations for
Interfax Communications Inc., where he was involved in the establishment of
international joint ventures for private line services in Asia and the Middle
East. From 1989 to 1994 he was President of Life Support Systems, Inc., where
he introduced equipment for the military, industrial and medical markets. In
1969 he co-founded General Aero Products Corporation, a company involved in the
communication and military aviation fields, and served as the Chief Operating
Officer and Vice President, Marketing until 1989. Mr. Cohen has a Masters
Degree of Science, Electrical Engineering from Columbia University.
Dr. Werner Grieder - has an extensive business background. After receiving
a doctorate in Economics from the university of Basel, Switzerland, Dr. Grieder
was employed for 18 years by CIBA-GEIGY Ltd., a Swiss multi-national
corporation, in Europe, Japan, Singapore, and Africa. Dr. Grieder then moved to
Central America, representing the world leading cement producer, Holderbank Ltd.
for several years in Honduras. Subsequently he established himself in Panama as
a financial and management consultant to mining and venture capital firms. He
has been consulting for Sattel in Mexico, Guatemala and Costa Rica.
J. Edgar Benevente - is a Principal in the international investment
banking firm of Jack Augsback & Co. Inc., West Palm Beach, Fl. He possesses a
B.S. - M.S. in Astronautical & Aeronautical Engineering from Purdue University
as well as Masters Degrees in Business Administration and Engineering Management
from Florida Institute of Technology. Professionally, Mr Benavente has served in
various senior executive positions with Dynas, Inc. an international engineering
firm with annual revenues of $73 million; as President of Dynacs Digital
Studios, a digital and interactive media firm; as Manager of European Operations
for a Dynacs subsidiary in the computer-based simulation and 3-D animation
technologies and software business; and served as an Engineer with Hughes Space
& Communications Division in Southern California. Mr Benavente previously
served as a Director of Color Systems Technology Inc. an AMEX-listed company in
the digital film and video effects industry. He brings to Sattel's Board of
Directors a blend of experience in highly technical matters as well as the legal
and technical aspects of capital formation and the numerous regulatory
requirements attached to public corporation financing.
Darrell Cho - has 20 years of industrial marketing experience culminating
as a divisional marketing manager for one of Canada's top distributors of
industrial computer equipment. Darrell possesses a strong knowledge of marketing
for electronics and computer technology, as well as relationships between OEM
companies and the various markets.
Sattel Technologies, Inc. ("STI") was established in California 1985 by
engineers with over 100 years of total management and telecommunication
experience in the aerospace industry. In 1988 Sattel Global Networks, a
Delaware corporation, was established and the assets and technology of STI were
contributed to the Company. During the years 1985 to 1998 Sattel has generated
approximately $200 million in total sales.
Sattel Global Networks Inc. builds satellite systems that deliver telephone
and data service to remote areas of the world. The company supplies complete
solutions for carrier-quality PSTN extensions and Internet access with domestic
and international connectivity. Sattel is the world leader with its most
advanced WorldNet Demand Assignment Multiple Access (DAMA) technology for public
telephone networks that provides very low cost-per-minute circuits through
surprisingly affordable earth terminals. Sattel's focus is to seek joint
ventures with carriers in developing countries, where the carriers provide
access to rural markets with minimal competition and high traffic operating
margins.
The Company supplies complete solutions for carrier-quality rural networks
that serve telephony and Internet subscribers. Sattel has implemented and is
jointly operating rural networks in Guatemala and the Philippines. Networks in
Mexico, Costa Rica and other countries are currently pending.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit 2 - Plan of Reorganization Agreement
Exhibit 17.3 - Director's Consent Resolution for Appointment
of Officers and Directors
Exhibiy 27 - Financial Data Schedule
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized this 20TH day of November, 2000.
Sattel Global Networks, Inc.
/s/ George Weischadle
------------------------
George Weischadle, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/ George Weischadle
-----------------------
George Weischadle President and Director November 20, 2000
/s/ Stanley Cohen
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Stanley Cohen Vice-President and Director November 20, 2000
/s/ Werner F. Grieder
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Werner F. Grieder Treasurer and Director November 20, 2000
/s/ Darrell Cho
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Darrell Cho Secretary November 20, 2000
/s/ Wayne K. Goettsche
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Wayne K. Goettsche Director November 20, 2000
/s/ J. Edgar Benevente
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J. Edgar Benevente Director November 20, 2000
