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
[ ] Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended April 30, 1998
Commission File No. 000-29356
PASCAL VENTURES, INC.
---------------------
(Name of small business issuer in its charter)
Delaware 33-0312389
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number
6 Venture, Suite 207
Irvine, California 92618
(714) 453-9262
--------------
(Address, including zip code and telephone number, including area
code, of registrant's executive offices)
Securities registered under Section 12(b) of the Exchange Act:
none
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock
------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
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. x
-----
Issuer's revenues for its most recent fiscal year: $ -0-
(Continued on Following Page)
<PAGE>
State the aggregate market value of the 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: As of April 30, 1998:
$0.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
April 30, 1998 there were 500,000 shares of the Company's common
stock issued and outstanding.
Documents Incorporated by Reference: None
This Form 10-KSB consists of Twenty-Four Pages.
Exhibit Index is Located at Page Twenty-Three.
2
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TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
PASCAL VENTURES, INC.
PAGE
----
Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 5
Item 3. Legal Proceedings........................... 5
Item 4. Submission of Matters to a Vote of
Security Holders........................ 5
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters......... 5
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 6
Item 7 Financial Statements........................ 8
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure................ 17
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act....... 17
Item 10. Executive Compensation...................... 19
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 20
Item 12. Certain Relationships and Related
Transactions............................ 21
PART IV
Item 13. Exhibits and Reports of Form 8-K............ 21
SIGNATURES............................................. 22
3
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Pascal Ventures, Inc. (the "Company"), was incorporated on
August 31, 1988 under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date.
Other than issuing shares to its original shareholders, the Company
never commenced any operational activities. As such, the Company
can be defined as a "shell" company, whose sole purpose at this
time is to locate and consummate a merger or acquisition with a
private entity.
The proposed business activities of the Company classify it as
a "blank check" company. Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein.
Relevant thereto, each shareholder of the Company has executed and
delivered a "lock-up" letter agreement, affirming that they shall
not sell their respective shares of the Company's common stock
until such time as the Company has successfully consummated a
merger or acquisition and the Company is no longer classified as a
"blank check" company. In order to provide further assurances that
no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to
place their respective stock certificate with the Company's legal
counsel, who will not release these respective certificates until
such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. However, while
management believes that the procedures established to preclude any
sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the
procedures established relevant herein will unequivocally limit any
shareholder's ability to sell their respective securities before
such closing.
Management has continued to review prospective merger or
acquisition candidates during the past fiscal year, but as of the
date of this report, there is no agreement between the Company and
any third party providing for the Company to merge or acquire any
assets.
During the fiscal year ended April 30, 1998, the Company filed
a registration statement with the Securities and Exchange
Commission on Form 10-SB pursuant to the rules and regulations
included under the Securities Exchange Act of 1934, as amended,
wherein the Company caused to be registered its common stock. This
4
<PAGE>
registration statement became effective on or about February 27,
1998. The purpose of the registration statement was management's
belief that the primary attraction of the Company as a merger
partner or acquisition vehicle will be its status as a public
company. Any business combination or transaction will likely
result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.
Employees
During the fiscal year ended April 30, 1998, the Company had
no full time employees. The Company's President and Secretary have
agreed to allocate a portion of their time to the activities of the
Company, without compensation. These officers anticipate that the
business plan of the Company can be implemented by their devoting
approximately 20 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with
respect to the limited time commitment by such officers.
ITEM 2. DESCRIPTION OF PROPERTY
Facilities. The Company operates from its offices at 6
Venture, Suite 207, Irvine, California 92618. This space is
provided to the Company on a rent free basis by Bryan A. Gianesin,
legal counsel to the Company, and it is anticipated that this
arrangement will remain until such time as the Company successfully
consummates a merger or acquisition. Management believes that this
space will meet the Company's needs for the foreseeable future.
Other Property. The Company has no properties and at this
time has no agreements to acquire any properties. The Company
intends to attempt to acquire assets or a business in exchange for
its securities which assets or business is determined to be
desirable for its objectives.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings which are pending or
have been threatened against the Company of which management is
aware.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
(a) Market Information. There is presently no trading market
for the common equity of the Company.
5
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(b) Holders. There are ten (10) holders of the Company's
Common Stock.
As of the date of this report, all of the shares of the
Company's Common Stock are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general, under
Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a one year holding period, under certain
circumstances, may sell within any three month period a number of
shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares without
any quantity limitation by a person who has satisfied a two year
holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.
(c) Dividends.
(1) The Company has not paid any dividends on its Common
Stock. The Company does not foresee that the Company will have the
ability to pay a dividend on its Common Stock in the fiscal year
ended April 30, 1999, unless the Company successfully consummates
a merger or acquisition and the relevant candidate has sufficient
assets available to undertake issuance of such a dividend and
management elects to do so, of which there can be no assurance.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with
the Company's audited financial statements and notes thereto
included herein. In connection with, and because it desires to
take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other
statement made by, or on the behalf of the Company, whether or not
in future filings with the Securities and Exchange Commission.
Forward looking statements are statements not based on historical
information and which relate to future operations, strategies,
financial results or other developments. Forward looking
statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to
future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could
cause actual results to differ materially from those expressed in
any forward looking statements made by, or on behalf of, the
6
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Company. The Company disclaims any obligation to update forward
looking statements.
(a) Plan of Operation.
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business, in exchange for its
securities. As of the date of this report, management of the
Company has had preliminary discussions with potential merger or
acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the
event the Company does enter into an agreement with such a third
party, the Board of Directors does intend to obtain certain
assurances of value of the target entity assets prior to
consummating such a transaction, with further assurances that an
audited financial statement would be provided within sixty days
after closing of such a transaction. Closing documents relative
thereto will include representations that the value of the assets
conveyed to or otherwise so transferred will not materially differ
from the representations included in such closing documents, or the
transaction will be voidable.
The Company has no full time employees. The Company's
President and Secretary have agreed to allocate a portion of their
time to the activities of the Company, without compensation. These
officers anticipate that the business plan of the Company can be
implemented by their devoting approximately 20 hours per month to
the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by
such officers.
Because the Company presently has nominal overhead or other
material financial obligations, management of the Company believes
that the Company's short term cash requirements can be satisfied by
management injecting whatever nominal amounts of cash into the
Company to cover these incidental expenses. There are no
assurances whatsoever that any additional cash will be made
available to the Company through any means.
Year 2000 Disclosure
Many existing computer programs use only two digits to
identify a year in the date field. These programs were designed
and developed without considering the impact of the upcoming change
in the century. If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000. As a
result, many companies will be required to undertake major projects
to address the Year 2000 issue. Because the Company has no assets,
including any personal property such as computers, it is not
anticipated that the Company will incur any negative impact as a
result of this potential problem. However, it is possible that
this issue may have an impact on the Company after the Company
7
<PAGE>
successfully consummates a merger or acquisition. Management
intends to address this potential problem with any prospective
merger or acquisition candidate. There can be no assurances that
new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is so consummated.
ITEM 7. FINANCIAL STATEMENTS
8
<PAGE>
PASCAL VENTURES, INC.
(a Development Stage Company)
(A Delaware corporation)
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITOR'S REPORT
For the Fiscal Years Ended April 30, 1998
and April 30, 1997
and for the Period August 31, 1988 (inception)
through April 30, 1998
9
<PAGE>
INDEX
PAGE
Independent Auditor's Report 1
Balance Sheets 2
Statements of Revenues and Expenses 3
Statements of Changes in Stockholders' Equity/(Deficit) 4
Statements of Cash Flows 5
Notes to Financial Statements 6
10
<PAGE>
GARY A. CASE
CERTIFIED PUBLIC ACCOUNTANT
Brea Corporate Plaza
3230 E. Imperial Highway, Ste. 200
Brea, California 92821-6734
Telephone: (714)986-1850
Facsimile: (714)777-8383
INDEPENDENT AUDITOR'S REPORT
TO THE BOARD OF DIRECTORS
OF PASCAL VENTURES, INC.
We have audited the accompanying balance sheets of PASCAL VENTURES, INC. (a
Development Stage Company) as of April 30, 1998 and April 30, 1997, the related
statements of Revenues and Expenses, Changes in Stockholders' Equity/(Deficit)
and Cash Flows for the Fiscal Years ended April 30, 1998, April 30, 1997, and
the period August 31, 1988 (inception) through April 30, 1998. 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 the audit in accordance with generally accepted audit 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 the audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage of operations and
has not generated revenues from operations. Because the Company is in the
development stage of operations, substantial doubt is raised about its ability
to continue as a going concern. The Company's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PASCAL VENTURES, INC. as of
April 30, 1998 and April 30, 1997 and the results of its operations and its cash
flows for the Fiscal Years ended April 30, 1998 and April 30, 1997, and the
period August 31, 1988 (inception) through April 30, 1998 in conformity with
generally accepted accounting principals.
s/Gary A. Case
_____________________________________
GARY A. CASE, CPA
Brea, California
June 4, 1998
1
11
<PAGE>
<TABLE>
PASCAL VENTURES, INC.
(a Development Stage Company)
(A Delaware corporation)
BALANCE SHEETS
<CAPTION>
ASSETS: April 30, April 30,
1998 1997
--------- ---------
<S> <C> <C>
Current Assets $ 0 $ 0
Organization Costs (net of $500
accumulated amortization) 0 0
Total Assets $ 0 0
========= =========
LIABILITIES
Current Liabilities
Accounts Payable $ 2,000 $ 900
Total Current Liabilities 2,000 900
Total Liabilities 2,000 900
STOCKHOLDERS' EQUITY
Common Stock - Par Value $.001 per shares;
15,000,000 Shares Authorized
500,000,000 Shares Issued and Outstanding 500 500
Additional Paid-In Capital 0 0
Retained Deficit, accumulated in the
development stage ( 2,500) (1,400)
Total Stockholders' Equity ( 2,000) ( 900)
Total Liabilities and
Stockholders' Equity $ 0 $ 0
========= =========
<FN>
See accompanying notes and accountant's report.
</TABLE>
2
12
<PAGE>
<TABLE>
PASCAL VENTURES, INC.
(a Development Stage Company)
(A Delaware corporation)
STATEMENT OF REVENUES AND EXPENSES
<CAPTION>
Period
8/31/88
Fiscal Fiscal (Inception)
Year Ended Year Ended to
4/30/98 4/30/97 4/30/98
------- ------- -------
<S> <C> <C> <C>
REVENUE:
Revenue $ 0 $ 0 $ 0
EXPENSES:
Amortization Cost 0 0 500
Legal and Accounting 1,000 0 1,000
Taxes and Licenses 100 100 1,000
Total Expenses 1,100 100 2,500
Net Income/(Loss) $(1,100) $ ( 100) $(2,500)
======= ======= =======
Net loss per share $ .0022 $ 0 $ .005
======= ======= =======
<FN>
See accompanying notes and accountant's report.
</TABLE>
3
13
<PAGE>
<TABLE>
PASCAL VENTURES, INC.
(a Development Stage Company)
(A Delaware corporation)
STATEMENT OF CASH FLOWS
<CAPTION>
Period
8/31/88
Fiscal Fiscal (Inception)
Year Ended Year Ended to
4/30/98 4/30/97 4/30/98
------- ------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
OPERATING ACTIVITIES
Cash Received from Operating Activities $ 0 $ 0 $ 0
Cash Paid for Operating Activities 0 0 0
Net Cash Used By Operating Activities 0 0 0
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Used in Investing Activities 0 0 (500)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Cash From Financing Activities 0 0 500
Net Decrease in Cash and Cash Equivalents 0 0 0
Cash and Cash Equivalents at
Beginning of Period 0 0 0
Cash and Cash Equivalents at End of Period $ 0 $ 0 $ 0
======= ======= =======
Reconciliation of Net Profit to Net Cash
Provided by Operating Activities:
Net Income/(Loss) $(1,100) $( 100) $(2,500)
Adjustments to Reconcile Net Income
to Net Provided by Operating Activities:
Amortization and Depreciation Expense 0 0 500
Increase in Accounts Payable 1,100 100 2,000
Total Adjustments 1,100 100 2,500
NET CASH PROVIDED BY
OPERATING ACTIVITIES $ 0 $ 0 $ 0
======= ======= =======
<FN>
See accompanying notes and accountant's report.
</TABLE>
4
14
<PAGE>
<TABLE>
PASCAL VENTURES, INC.
(a Development Stage Company)
(A Delaware corporation)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)
<CAPTION>
Number of Additional Retained
Common Common Paid-In Earnings
Shares Stock Capital (Deficit) Total
-------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Balance as at August 31, 1988 0 0 0 0 0
Net Income (Loss)
from August 31, 1988 (inception)
to April 30, 1991 ________ ________ _______ (567) (567)
Balance at April 30, 1991 0 0 0 (567) (567)
Issuance of Common Stock 500,000 500 500
Net Income (Loss)
from May 1, 1991
to April 30, 1996 ________ ________ _______ (733) (733)
Balance as at April 30, 1996 500,000 500 0 (1,300) (800)
Net Income (Loss) ________ ________ _______ 100 (100)
Balance at April 30, 1997 500,000 500 0 (1,400) (900)
Net Income (Loss) ________ ________ _______ (1,100) (1,100)
Balance as at April 30, 1998 $500,000 $ 500 $ 0 $(2,500) $(2,000)
======== ======== ======= ======= =======
<FN>
See accompanying notes and accountant's report.
</TABLE>
5
15
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PASCAL VENTURES, INC.
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
as of April 30, 1998 and April 30, 1997
NOTE 1: SUMMARY SIGNIFICANT ACCOUNTING POLICIES
The Pascal Ventures, Inc., a Delaware Corporation, was incorporated on August
31, 1988. The Company intends to engage in one or more mergers with or
acquisitions of target entities which may be private companies, partnerships,
or sole proprietorship.
The Company is in the development stage, not yet commencing its planned
principal operations. The company has not yet generated any revenue. The
Company is currently negotiating to merge or acquire certain target entities
with profitable operations or substantial capital.
Net loss per common share is based on the weighted average of common shares
outstanding during the period. As of April 30, 1998 and April 30, 1997, there
were 500,000 outstanding shares of common stock.
NOTE 2: INCOME TAXES
The Company has not filed required federal income tax returns from inception
through 1997. Due to the late filing of these tax returns a minimum penalty of
$1,000.00 has been accrued and included in accounts payable on the balance
sheet.
NOTE 3: CAPITALIZATION
Pascal Ventures, Inc., initially authorized 15,000,000 shares of common stock at
a par value $.001 per share.
On August 31, 1991, Pascal Ventures, Inc. issued 500,000 shares of stock at
$.001 per share for $500. These shares have been issued to ten individuals
based on the cash contributed.
NOTE 4: RELATED PARTY EVENTS
The Company maintains its principle offices in space provided by an officer of
the company on a rent free basis. The office is located 6 Venture, Suite 207,
Irvine, California.
NOTE 5: YEAR END DATE
The Company's year end is April 30.
6
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors are elected for one-year terms or until the next
annual meeting of shareholders and until their successors are duly
elected and qualified. Officers continue in office at the pleasure
of the Board of Directors.
The Directors and Officers of the Company as of the date of
this report are as follows:
Name Age Position
________________ ___ _________________________
Bruce Crawford 49 President, Director
Kristin M. Walker 27 Secretary, Director
Gerard S. Jackson 33 Director
All Directors of the Company will hold office until the next
annual meeting of the shareholders and until successors have been
elected and qualified. Officers of the Company are elected by the
Board of Directors and hold office until their death or until they
resign or are removed from office.
There are no family relationships among the officers and
directors. There is no arrangement or understanding between the
Company (or any of its directors or officers) and any other person
pursuant to which such person was or is to be selected as a
director or officer.
(b) Resumes:
Bruce Crawford, President and a director. Mr. Crawford has
held his positions with the Company since August 1991. Mr.
Crawford is a licensed doctor of chiropractic in the State of
California. In 1988, Mr. Crawford opened a chiropractic-physical
therapy clinic in Orange County, California. He later expanded the
clinic to Los Angeles County, California and practiced in these
locations until July 1993. Mr. Crawford was also the president and
a director of Brightwood, Inc., a privately-held California
corporation since October 1988. Brightwood, Inc., was responsible
for the active management of the two medical-chiropractic clinics
in Orange and Los Angeles Counties. Since August 1993, Mr.
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Crawford has also been active as the president and a director of
Brightwood Productions, Inc., a privately-held California
corporation, whose primary business is the acquisition,
rehabilitation and sale of multi-family residences in Kern County,
California. Mr. Crawford has a Bachelor of Arts Degree from Cal-
State, Northridge and has a California State Teaching Credential,
which he obtained in 1975. Mr. Crawford obtained his Doctor of
Chiropractic from Los Angeles Chiropractic College in 1987. He
shall devote only such time as necessary to the business of the
Company.
Kristin M. Walker, Secretary and a director. Ms. Walker has
held her positions with the Company since August 1991. Ms. Walker
was a student from 1989 to 1993 at the University of California,
Bakersfield. From January 1994 to June 1996, Ms. Walker was
employed by Kern County and various other school districts as a
substitute teacher. In June 1996 Ms. Walker became a legal
secretary for the law firm of Lee R. Goldberg, Esq., Irvine
California, for whom she is still employed. Ms. Walker received
her Liberal Studies Degree from the University of California at
Bakersfield in June 1993. Ms. Walker shall devote only such time
as necessary to the business of the Company.
Gerard S. Jackson, director. Mr. Jackson has held his
position since August 1991. Mr. Jackson has been a primary heavy
equipment mechanic and technician for the County of Orange,
California since 1990. Mr. Jackson's duties include ensuring the
maintenance of the counties' fleet of mobile and crawler cranes,
excavators, and other large earth moving equipment. Mr. Jackson
has received certification for: General Motors Heavy Electronics,
Robert Bosch Fuel Injection Systems, Allison Transmissions-
including New World, Detroit Diesel Computer Controls (DDEC),
Rexroth-Sundstrand Hydostatic Drive Pumps and Motors, Commercial
Shearing Hydraulic Pumps and Motors, Vickers Hydraulic Pumps and
Controls, AQMD Certification for R-12 Refrigerants. Mr. Jackson
shall devote only such time as necessary to the business of the
Company.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors and person who own more than 10%
of the Company's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission.
All of the aforesaid persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on review of the copies of such forms furnished
to the Company, the Company believes that the Form 5 annual reports
of the Company's officers, directors and holders of 10% or more of
the outstanding shares of the Company, which are required to be
filed within 45 days after the end of the Company's fiscal year,
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were timely filed. These reports reflected no changes in the
securities holdings of any person.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for
services to the Company for the year ended April 30, 1998 of the
chief executive officer of the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
_____________________ ____________________ _______
Securities
Other Under- All
Name Annual Restricted lying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
__________ ____ ______ _____ ______ ________ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bruce
Crawford,
President & (1)(2)
Director 1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
_________________________
<F1>
(1) Mr. Crawford did not receive any salary during the fiscal year ended April
30, 1998 from the Company.
<F2>
(2) It is not anticipated that any executive officer of the Company will
receive compensation exceeding $100,000 during the fiscal year ended April
30, 1999, except in the event the Company successfully consummates a
business combination.
</TABLE>
The Company maintains a policy whereby the directors of the
Company may be compensated for out of pocket expenses incurred by
each of them in the performance of their relevant duties. The
Company did not reimburse any director for such expenses during the
fiscal year ended April 30, 1998.
In addition to the cash compensation set forth above, the
Company reimburses each executive officer for expenses incurred on
behalf of the Company on an out-of-pocket basis. The Company
cannot determine, without undue expense, the exact amount of such
19
<PAGE>
expense reimbursement. However, the Company believes that such
reimbursements did not exceed, in the aggregate, $1,000 during
fiscal year 1998.
There are no bonus or incentive plans in effect, nor are there
any understandings in place concerning additional compensation to
the Company's officers.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) and (b) Security Ownership of Certain Beneficial Owners
and Management.
The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company to
be the beneficial owner of more than 5% of such securities, as well
as by all directors and officers of the issuer. Unless otherwise
indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.
Name and Amount and
Address of Nature of
Title Beneficial Beneficial Percent of
of Class Owner Owner Class
________ _________________________ __________ __________
Common Bruce Crawford 125,000 25%
813 N. Mt. View Drive
Santa Ana, CA 92703
Common Kristin M. Walker 100,000 20%
28188 Moulton Parkway
Laguna Niguel, CA 92677
Common Gerard S. Jackson 100,000 20%
23422 Dune Mear
Lake Forest, CA 92630
Common All Officers and 325,000 65%
Directors as a
Group (3 persons)
________________
The balance of the Company's outstanding Common Shares are
held by 7 persons.
20
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1* Certificate and Articles of Incorporation
3.2* Bylaws
EX-27 Financial Data Schedule
* Filed with the Securities and Exchange Commission in the Exhibits
to Amendment No. 2 Form 10-SB, filed on January 22, 1998, and are
incorporated by reference herein.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the last quarter of the fiscal year ended April 30, 1998.
21
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on
June 16, 1998.
PASCAL VENTURES, INC.
(Registrant)
By: s/Bruce Crawford
-------------------------------
Bruce Crawford, 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 indicated on June 16, 1998.
s/Bruce Crawford
- - ------------------------------
Bruce Crawford,
President and Director
s/Kristin M. Walker
- - ------------------------------
Kristin M. Walker,
Secretary and Director
s/Gerard S. Jackson
- - ------------------------------
Gerard S. Jackson, Director
22
<PAGE>
PASCAL VENTURES, INC.
Exhibit Index to Annual Report on Form 10-KSB
For the Fiscal Year Ended April 30, 1998
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . . . . 24
23
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED APRIL 30, 1998, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
<CASH> 0
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0
0
<COMMON> 500
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