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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
SUMMIT ENVIRONMENTAL CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Texas 333-48659 73-1537206
- -------------- ------------------------ -------------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
414 East Loop 281, Suite 7
Longview, TX 75605
800-522-7841
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(Address and telephone number of registrant's principal
executive offices and principal place of business)
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 Exchange Act of
1934 during the preceding twelve 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 No X
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(The registrant became subject to filing requirements on November 10, 1998.)
As of December 2, 1998, there were 6,560,840 shares of the Registrant's
Common Stock, par value $0.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUMMIT ENVIRONMENTAL CORPORATION, INC.
(A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash - on deposit in trust account $ 750
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STOCKHOLDER'S EQUITY
Preferred Stock - Authorized 10,000,000 shares,
$0.001 par value - none issued
Common Stock - 40,000,000 shares authorized,
$0.001 par value, 750,000 shares issued 750
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$ 750
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The accompanying notes are an integral part
of this balance sheet.
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SUMMIT ENVIRONMENTAL CORPORATION, INC.
(A Development Stage Company)
NOTES TO BALANCE SHEET
SEPTEMBER 30, 1998
(1) ORGANIZATION
Summit Environmental Corporation, Inc. (the Company) was organized in
accordance with the Business Corporation Act of the State of Texas on February
24, 1998, for the purpose of merging (the "Merger") with Summit Technologies,
Inc. (Summit Technologies), a Texas corporation. The Company has no business
operations or significant capital and has no intention of engaging in any active
business until it merges with Summit Technologies. Should the Merger not occur,
the Company would seek other business opportunities, and if none were found,
could be dissolved within 18 months by a vote of the majority of its common
stockholders. The Company is a development-stage company organized for the
merger described below.
The sole officer and director of the Company is a shareholder,
president and director of SuperCorp Inc., the Company's parent.
Stock of the Company is owned by SuperCorp Inc. and will be
distributed to its shareholders upon the effectiveness of the registration
statements to be filed with the Securities and Exchange Commission and a
favorable vote of SuperCorp Inc.'s shareholders on the proposed merger. The
distributed stock will initially be held in escrow according to an Escrow
Agreement dated March 16, 1998, among SuperCorp Inc., the Company, and Bank One
Trust Company, NA, Oklahoma City, Oklahoma.
(2) MERGER AGREEMENT
The Company agreed on July 14, 1998, to merge with Summit
Technologies. Summit Technologies is an operating company in the business of
marketing products, under license to it, through television infomercials, radio
spots, and a national industrial distribution company. The Company will be the
surviving corporation (Survivor), but Summit Technologies will elect all
directors and officers of the Survivor. All currently outstanding stock of
Summit Technologies in the hands of its shareholders will be cancelled and
converted into 5,810,840 shares of common stock of the Company, all authorized
but unissued, to be owned by the shareholders of Summit Technologies, when the
Merger is effective. The Merger of Summit Technologies and the Company should
qualify as a nontaxable reorganization under the tax laws of the United States.
The Merger is contingent upon the effectiveness of the registration
statements, and upon the shareholders of the Company and Summit Technologies
approving the proposed Merger. Because the Company is only a corporate shell and
not an operating entity, the proposed Merger will be accounted for as if Summit
Technologies recapitalized. Additionally, the historical financial statements
for the Company prior to the Merger will be those of Summit Technologies. Upon
completion of the proposed Merger, the shareholders of Summit Technologies will
own 5,810,840 shares of Common Stock of the Company or 88.6% of its voting
shares. The fiscal year of the Company will be December 31.
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(3) COMMON STOCK OPTIONS
The sole director and stockholders approved the 1998 Stock Option Plan
of the Company whereby, at the discretion of the directors or of a Stock Option
Committee appointed by the board of directors, invited employees of the Company
or directors of the Company or consultants to the Company will have the option
of subscribing to common shares of the Company based on a price determined by
the directors or Stock Option Committee. The number of shares subject to the
Plan are 500,000. No options have been granted in accordance with this Plan.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
(The information set forth below makes references to other materials.
All such materials appear in the Company's Amendment No. 5 to Form SB-2
Registration Statement, Commission File No. 333-48675.)
The Company was incorporated under the laws of the State of Texas on
February 24, 1998. It is a development-stage company, has no business or
significant assets, and was organized for the purpose of entering into the
Merger proposed herein (see "Terms of the Transaction - Terms of the Merger").
It has no employees; its management will serve without pay until the Merger
should become effective.
DESCRIPTION OF BUSINESS AND PROPERTIES.
Should the Merger be approved and effected, the Company shall be the
surviving company, but the Company's management shall not remain as the
management of the Company. Control of the Company, through the voting power to
elect the entire board of directors and thereby to replace management, shall
pass to the present shareholders of Summit Technologies, and Summit
Technologies' present management shall become the management of the Company. See
"Management Information - Directors, Executive Officers, and Significant
Employees."
It is the intention of Summit Technologies' present management to
continue the business of Summit Technologies as the business of the Company (see
"Information about Summit Technologies - Description of Business and
Properties") after the Merger.
The Company's present management consists of one person, Albert L.
Welsh. Mr. Welsh is a registered representative of Birchtree Financial Services,
Inc., a broker-dealer firm with principal offices in Kansas City, Missouri, and
branch offices in several cities, including Oklahoma City, Oklahoma, where Mr.
Welsh is employed. Mr. Welsh is a director of SuperCorp.
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COURSE OF BUSINESS SHOULD THE MERGER NOT OCCUR.
Should the Merger not be approved and effected, the Company will be
without any property or business. The Company's management would seek to
acquire, in exchange for stock of the Company, a business or assets that would
constitute a business. Should no acquisition that would cause the Company to
become a going concern be made within 18 months after the effective date of the
Registration Statement of which this Prospectus is a part, Rule 419 of the
Securities and Exchange Commission requires that the acquisition effort be
abandoned. In such event, the certificates held in escrow would not be delivered
to the record owners thereof. The holders of the majority of the issued and
outstanding shares of Common Stock will have the voting power to cause a
dissolution of the Company, and persons who are today the holders of a majority
of these shares have agreed to do so. See "Plan of Distribution - The Escrow
Arrangements - Consequences Should the Merger Not Occur." It is contemplated
that such a dissolution would have insignificant consequences for the persons
receiving the Spinoff Shares. The assets of the Company today consist of $750.
Assuming the proposed Merger is not approved by the shareholders of Summit
Technologies and that the expenses of future efforts to acquire a business are
advanced by the Company's management (as is proposed) or are borrowed from other
sources, the Company would have no assets to distribute to its shareholders upon
such a dissolution. Each shareholder would receive nothing in the dissolution
and would have a capital loss equal to $0.001 a share for each share of the
Company received in the Spinoff.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit Item
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2.1 - Agreement of Merger of July 14, 1998, between Summit
Environmental Corporation, Inc. and Summit
Technologies, Inc.**
3.1 - Articles of Incorporation of Summit Environmental
Corporation, Inc.*
3.1.1 - Amendment to Articles of Incorporation of Summit
Environmental Corporation, Inc.**
3.2 - Bylaws of Summit Environmental Corporation, Inc.*
10 - Escrow Agreement among Summit Environmental
Corporation, Inc.; SuperCorp Inc.; and Bank One
Trust Company, NA, Oklahoma City, Oklahoma.*
10.1 - 1998 Stock Option Plan adopted by Summit Environmental
Corporation, Inc.*
10.2 - Representative agreement among certain shareholders of
SuperCorp relating to compliance with SEC Rule 419.*
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10.3 - Limited Exclusive Marketing Bilateral Agreement
between Moonlighting Distribution Corporation-USA
and Summit Technologies, Inc. (Poder Sexual, Ultimate
Stressex and/or Poder 24)*
10.4 - Limited Exclusive Marketing Bilateral Agreement
among B. Keith Parker, individually and as
Chairman of the Board and CEO of Moonlighting
Distribution Corporation-USA, d/b/a Moonlighting
International, and Summit Technologies, Inc.
(FireKare, FirePower 911, Super Cold Fire, and
Flame Out)*
10.5 - Television Commercial Agreement between American
Independent Network ("AIN") and Summit
Technologies, Inc.**
10.6 - Exclusive Marketing Bilateral Agreement between
Moonlighting Distribution Corporation-USA and
Summit Technologies, Inc. (Trim-Away)**
10.7 - November 2, 1998 Amendment to April 27, 1998
Letter of Intent between BioGenesis Enterprises,
Inc. and Summit Technologies, Inc., and April 27,
1998 Letter of Intent.***
23.8 - Consent of Thomas J. Kenan, Esq. to the reference
to him as an attorney who has passed upon certain
information contained in the Registration Statement.**
23.16 - Consent of Garner & Lawrence, LLP, independent
auditors of Summit Technologies, Inc.***
23.17 - Consent of Hogan & Slovacek, independent auditors
of Summit Environmental Corporation, Inc.***
27.1 - Financial Data Schedule.**
* Previously filed with Form SB-2; incorporated herein.
** Previously filed with Amendment No. 1 to Form SB-2; incorporated
herein.
*** Previously filed with Amendment No. 5 to Form SB-2; incorporated
herein.
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 15, 1998 Summit Environmental Corporation, Inc.
By /s/ B. Keith Parker
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B. Keith Parker, Chief Executive
Officer
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