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 March 31, 1999
Commission File No. 000-24447
MATHY CORPORATION
-----------------
(Name of small business issuer in its charter)
Colorado 84-1233073
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
(303) 671-8920
--------------
(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 March 31, 1999:
$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 March 31, 1999 there were
500,000 shares of the Company's common stock issued and outstanding.
Documents Incorporated by Reference: Form 8-K dated March 9, 1999, which is
incorporated into PART I, Item I, of this Form 10-KSB.
This Form 10-KSB consists of Twenty Seven Pages.
Exhibit Index is Located at Page Twenty Six.
2
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TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
MATHY CORPORATION
PAGE
Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 5
Item 3. Legal Proceedings........................... 6
Item 4. Submission of Matters to a Vote of
Security Holders........................ 6
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters......... 6
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 7
Item 7 Financial Statements........................ 9
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure................ 20
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act....... 20
Item 10. Executive Compensation...................... 21
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 23
Item 12. Certain Relationships and Related
Transactions............................ 23
PART IV
Item 13. Exhibits and Reports of Form 8-K............ 24
SIGNATURES............................................. 25
3
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Mathy Corporation (the "Company") was incorporated on January 30, 1996
under the laws of the State of Colorado 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.
During the fiscal year ended March 31, 1999, 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 registration statement became effective on or about August 4, 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
4
<PAGE>
significant issuance of shares and substantial dilution to present stockholders
of the Company.
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. However, applicable thereto, on March 9,
1999, the Company entered into a letter of intent with the Cooper Memphis Group,
Inc. ("Cooper"), a privately held California corporation, whereby the Company
has agreed in principle to acquire all of the issued and outstanding shares of
Cooper, in exchange for issuance by the Company of previously unissued
"restricted" common stock. The relevant terms of the proposed transaction
require the Company to (i) undertake a forward split whereby 3.5 shares of
common stock shall be issued in exchange for each share of common stock then
issued and outstanding, in order to establish the number of issued and
outstanding common shares at closing to be 1,000,000; and (ii) thereafter, issue
to the Cooper shareholders an aggregate of 15,750,000 "restricted" common
shares, representing 90% of the Company's then outstanding common stock, in
exchange for all of the issued and outstanding shares of Cooper.
The proposed share exchange is subject to satisfaction of certain
conditions, including completion of due diligence activities, the approval of
the transaction by all of the Cooper shareholders and the approval of the
proposed transaction by the shareholders of the Company. If the proposed
transaction with Cooper is consummated, the present officers and directors of
the Company are expected to resign their respective positions with the Company,
to be replaced by the present management of Cooper. If these conditions are met,
it is expected that the proposed transaction with Cooper will close by the end
of April 1999. However, there are no assurances that the proposed transaction
will close on the aforesaid date, or that any unforeseen delay will occur.
Employees
During the fiscal year ended March 31, 1999, 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 2851 South Parker
Road, Suite 720, Aurora, Colorado 80014, which space
5
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is provided to the Company on a rent free basis by Andrew I. Telsey, a
shareholder, director and officer of 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.
(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.
6
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(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 March 31, 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 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. Applicable thereto
and as of the date of this report, effective March 9, 1999, the Company entered
into a letter of intent with the Cooper Memphis Group, Inc. ("Cooper"), a
privately held California corporation, whereby the Company has agreed in
principle to acquire all of the issued and outstanding shares of Cooper, in
exchange for issuance by the Company of previously unissued "restricted" common
stock. The relevant terms of the proposed transaction require the Company to (i)
undertake a forward split of its issued and outstanding common shares, whereby
3.5 shares of common stock are proposed to be issued in exchange for each share
of common stock then issued and outstanding; and (ii) thereafter, issue to the
Cooper shareholders an aggregate of
7
<PAGE>
15,750,000 "restricted" common shares, representing 90% of the Company's then
outstanding common stock, in exchange for all of the issued and outstanding
shares of Cooper.
The proposed share exchange is subject to satisfaction of certain
conditions, including completion of due diligence activities, the approval of
the transaction by all of the Cooper shareholders and the approval of the
proposed transaction by the shareholders of the Company. If the proposed
transaction with Cooper is consummated, the present officers and directors of
the Company are expected to resign their respective positions with the Company,
to be replaced by the present management of Cooper. If these conditions are met,
it is expected that the proposed transaction with Cooper will close by the end
of April 1999. However, there are no assurances that the proposed transaction
will close or that any unforeseen delay will occur.
In the event the aforesaid transaction does not close, management of the Company
will continue to have discussions with other potential merger or acquisition
candidates. 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
8
<PAGE>
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 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
9
<PAGE>
MATHY CORPORATION
Audited Financial Statements
For the Years Ended March 31, 1999 and 1998
and the Period January 30, 1996 (Inception)
through March 31, 1999
10
<PAGE>
Mathy Corporation
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flow 4
Statement of Shareholders' Equity 5
Notes to the Financial Statements 6 to 8
11
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Kish, Leake & Associates P.C.
Certified Public Accountants
J.D.Kish, C.P.A., M.B.A. 7901 E Belleview Ave - Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
----------------------------- Telephone (303) 779-5006
Facsimile (303) 779-5724
Independent Auditors' Report
----------------------------
We have audited the accompanying balance sheet of Mathy Corporation (a
Developmental Stage Company), as of March 31, 1999 and the related statements of
income, shareholders' equity, and cash flows for the fiscal years ended March
31, 1999 and 1998 and period January 30, 1996 (Inception) through March 31,
1999. 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 our audit 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 the overall financial statement
presentation. We believe that our audit provides 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 Mathy Corporation at March 31,
1999 and the results of its operations and its cash flows for the fiscal years
ended March 31, 1999 and 1998 and the period January 30, 1996 (Inception)
through March 31, 1999 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 5, the Company is
in the development stage and has no operations as of March 31, 1999. The
deficiency in working capital as of March 31, 1999 raises substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
s/Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
March 29, 1999
F-1
12
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<TABLE>
Mathy Corporation
(A Development Stage Company)
Balance Sheet
- ---------------------------------------------------------------
<CAPTION>
March
31, 1999
--------
<S> <C>
ASSETS $ 0
========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Accounts Payable 1,250
--------
SHAREHOLDERS' EQUITY
Preferred Stock, .001 Par Value
Authorized 25,000,000 Shares; Issued -
And Outstanding -0- Shares
Common Stock, $.001 Par Value
Authorized 100,000,000 Shares; Issued
And Outstanding 500,000 Shares 500
Additional Paid In Capital
On Common Stock 0
Deficit Accumulated During
The Development Stage (1,750)
--------
TOTAL SHAREHOLDERS' EQUITY 1,250
--------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 0
========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
F-2
13
<PAGE>
<TABLE>
Mathy Corporation
(A Development Stage Company)
Statement Of Operations
- -----------------------------------------------------------------
<CAPTION>
January
30, 1996
(Inception)
Through
March March March
31, 1999 31, 1998 31, 1999
-------- -------- --------
<S> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
-------- -------- --------
Expenses:
Accounting 1,250 0 1,250
Office 0 0 500
-------- -------- --------
Total 1,250 0 1,750
-------- -------- --------
Net (Loss) $ (1,250) $ 0 $ (1,750)
======== ======== ========
Basic (Loss) Per
Common Share $ 0.00 $ 0.00 ($ 0.00)
======== ======== ========
Basic Common Shares
Outstanding 500,000 500,000 500,000
======== ======== ========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
F-3
14
<PAGE>
<TABLE>
Mathy Corporation
(A Development Stage Company)
Statement Of Cash Flows
- -----------------------------------------------------------------
<CAPTION>
January
30, 1996
(Inception)
Through
March March March
31, 1999 31, 1998 31, 1999
-------- -------- --------
<S> <C> <C> <C>
Net (Loss) Accumulated
During The Development
Stage $ (1,250) $ 0 $ (1,750)
Issuance Of Common Stock For
Cash Advances & Services 0 0 500
Increase in Accounts Payable 1,250 1,250
-------- -------- --------
Cash Flows From Operations 0 0 0
-------- -------- --------
Cash Flows From Financing
Activities:
Issuance Of Common Stock 0 0 0
-------- -------- --------
Cash Flows From Financing 0 0 0
-------- -------- --------
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
-------- -------- --------
Cash At End Of Period $ 0 $ 0 $ 0
======== ======== ========
Non - Cash Activities:
Stock Issued For Cash
Advances & Services $ 0 $ 0 $ 500
======== ======== ========
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
F-4
15
<PAGE>
<TABLE>
Mathy Corporation
(A Development Stage Company)
Statement Of Shareholders' Equity
- --------------------------------------------------------------------------------
<CAPTION>
Deficit
Accumulated
Number Of Number of During The
Common Preferred Common Preferred Development
Shares Shares Stock Stock Stage Total
-------- -------- ------ ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance At
January 30, 1996 0 0 $ 0 $ 0 $ 0 $ 0
Issuance Of
Common Stock:
January 30, 1996 for
Cash Advances Made
On Behalf of the
Company & Services
at $.001 Per Share 500,000 0 500 0 0 500
Net (Loss) (500) (500)
-------- -------- ------ ------- ----------- -------
Balance At March
31, 1994, 1995,
1996, 1997 & 1998 500,000 0 500 0 (500) 0
Net (Loss) (1,250) (1,250)
-------- -------- ------ ------- ----------- -------
Balance At
March 31, 1999 500,000 0 $ 500 $ 0 $ (1,750) $(1,250)
======== ======== ====== ======== ========== =======
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
F-5
16
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Mathy Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1999 and 1998
- --------------------------------------------------
Note 1 - Organization and Summary of Significant Accounting Policies
Organization:
On January 30, 1996, Mathy Corporation (the Company) was incorporated under the
laws of Colorado to engage in any lawful business or activity for which
corporations may be organized under the laws of the State of Colorado.
Development Stage:
The company entered the Development stage in accordance with SFAS No. 7 on
January 30, 1996. Its purpose is to evaluate, structure and complete a merger
with, or acquisition a privately owned corporation.
Statement of Cash Flows:
For the purpose of the statement of cash flows, the company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Cash paid for interest in fiscal year ended March 31, 1999 and 1998 was $-0-.
Cash paid for income taxes in fiscal year ended March 31, 1999 and 1998 was $-
0-.
Basic (Loss) per Common Share:
Basic (Loss) per common share is computed by dividing the net loss for the
period by the weighted average number of shares outstanding at March 31, 1999
and March 31, 1998.
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. Actual results could differ from those estimates.
F-6
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Mathy Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1999 and 1998
- --------------------------------------------------
Note 2 - Capital Stock and Capital in Excess of Par Value
The Company initially authorized 100,000,000 shares of $.001 par value common
stock and 25,000,000 shares of $.001 par value preferred stock. On January 30,
1996, the company issued 500,000 shares of common stock for services valued at
$350 and for cash advances paid on behalf of the Company of $150 for a total of
$500.
Note 3 - Related Party Events
The Company maintains a mailing address at an officers place of business. This
address is located at 2851 South Parker Road, Suite 720, Aurora, Colorado. At
this time the Company has no need for an office. As of March 31, 1999 management
has incurred a minimal amount of time and expense on behalf of the Company.
Note 4 - Income Taxes
At March 31, 1999, the company had net operating loss carryforwards available
for financial statement and Federal income tax purposes of approximately $1,750
which, if not used, will expire in the year 2010.
The Company follows Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes" (SFAS #109), which requires, among other things,
an asset and liability approach to calculating deferred income taxes. As of
March 31, 1999, the Company has a deferred tax asset of $250 primarily for its
net operating loss carryforward which has been fully reserved through a
valuation allowance. The change in the valuation allowance for 1999 is $240.
Note 5 - Basis of Presentation
In the course of its development activities the Company has sustained continuing
losses and expects such losses to continue for the foreseeable future. The
Company's management plans on advancing funds on an as needed basis and in the
longer term, revenues from the operations of a merger candidate, if found. The
Company's ability to continue as a going concern is dependent on these
additional management advances, and, ultimately, upon achieving profitable
operations through a merger candidate.
F-7
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Mathy Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1999 and 1998
- --------------------------------------------------
Note 6 - Letter of Intent
On March 9, 1999, the Company entered into a letter of intent with the Cooper
Memphis Group, Inc. ("Cooper"), a privately held California corporation, whereby
the Company agreed in principle to acquire all of the issued and outstanding
shares of Cooper in exchange for issuance by the Company of previously unissued
"restricted" common stock. The relevant terms of the proposed transaction
requires the Company to (i) undertake a forward split of its issued and
outstanding common shares, whereby 3.5 common shares shall be issued in exchange
for each common share then issued and outstanding, in order to establish the
number of common shares issued and outstanding at closing to be 1,750,000; and
(ii) issue to the Cooper shareholders an aggregate of 15,750,000 "restricted"
common shares, representing 90% of the Company's then outstanding common stock,
in exchange for all of the issued and outstanding shares of Cooper.
F-8
19
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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
- ---------------- --- -------------------------
Andrew I. Telsey 46 President, Director
Darlene D. Kell 53 Secretary, 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:
Andrew I. Telsey, President and a director. Mr. Telsey has held his
positions with the Company since its inception. From 1984 through the present,
Mr. Telsey has been employed by Andrew I. Telsey, P.C., Aurora, Colorado, a
professional corporation engaged in the practice of law, emphasizing securities
law, mergers, acquisitions and general business matters. This firm is also legal
counsel to the Company. Mr. Telsey received a Juris Doctor degree from Syracuse
University College of Law in 1979 and a Bachelor of Arts degree from Ithaca
College in 1975. He devotes only such time as necessary to the business of the
Company, which is not expected to exceed 20 hours per month.
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<PAGE>
Darlene D. Kell, Secretary. Ms. Kell has held her position with the
Company since March 1996. Since September 1994, Ms. Kell has been employed as a
paralegal and office manager for two attorneys located in Aurora, Colorado,
including Mr. Telsey. Prior, from October 1993 to August 1994, Ms. Kell was
employed as a paralegal/office manager for Wherry & Wherry, P.C., a law firm
located in Denver, Colorado. From May 1993 to September 1993, Ms. Kell was
self-employed, offering free-lance secretarial, paralegal and bookkeeping
services in Denver, Colorado. Prior thereto, from January 1993 through May 1993,
Ms. Kell was employed as a paralegal/office manager for A. Thomas Tenenbaum,
P.C., Denver, Colorado and with Dihle & Co., P.C., Denver, Colorado, from July
1991 through December 1992. She devotes only such time as necessary to the
business of the Company, which is not expected to exceed 10 hours per month.
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, provided that there were any changes to such
persons respective stock holdings in the Company during the previous fiscal
year. Based upon information provided to the Company, there have been no changes
in the securities holdings of any person during the past fiscal year.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for services to
the Company for the fiscal years ended March 31, 1999 and 1998 of the chief
executive officer of the Company.
21
<PAGE>
<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>
Andrew I.
Telsey,
President & (1)(2)
Director 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
1998 0 0 0 0 0 0 0
- -------------------------
<FN>
(1) Mr. Telsey did not receive any salary during the fiscal years ended
March 31, 1999 and 1998 from the Company.
</FN>
<FN>
(2) It is not anticipated that any executive officer of the Company will
receive compensation exceeding $100,000 during the fiscal year ended
March 31, 2000, except in the event the Company successfully
consummates a business combination.
</FN>
</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 March 31, 1999.
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 expense reimbursement. However, the Company believes
that such reimbursements did not exceed, in the aggregate, $1,000 during fiscal
year 1999.
There are no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers.
22
<PAGE>
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 Andrew I. Telsey 325,000 65%
2851 South Parker Road
Suite 720
Aurora, CO 80014
Common Darlene D. Kell 25,000 5%
2851 South Parker Road
Suite 720
Aurora, CO 80014
Common All Officers and 350,000 70%
Directors as a
Group (2 persons)
The balance of the Company's outstanding Common Shares are held by 8
persons.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company operates from its offices at 2851 S. Parker Road, Suite
720, Aurora, Colorado 80014. This space is provided to the Company on a rent
free basis by Andrew I. Telsey, an officer and director of the Company, and it
is anticipated that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition.
There have been no other related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.
23
<PAGE>
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 Form
10-SB, filed on June 10, 1998, and are incorporated by reference herein.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on March 9, 1999, advising that
the Company entered into a letter of intent with The Cooper Memphis Group, Inc.
("CMG"), a privately held California corporation, whereby the Company has agreed
in principle to acquire all of the issued and outstanding shares of CMG, in
exchange for issuance by the Company of previously unissued "restricted" common
stock. The relevant terms of the proposed transaction are described elsewhere
herein. The contents of this Form 8-K are incorporated herein as if set forth.
The Company did not file any other reports on Form 8-K during the last quarter
of the fiscal year ended March 31, 1999.
24
<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 May 4, 1999.
MATHY CORPORATION
(Registrant)
By: s/Andrew I. Telsey
----------------------
Andrew I. Telsey, 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 May 5, 1999.
s/Andrew I. Telsey
- -----------------------------
Andrew I. Telsey,
President and Director
s/Darlene D. Kell
- -----------------------------
Darlene D. Kell,
Secretary and Director
25
<PAGE>
MATHY CORPORATION
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED MARCH 31, 1999
EXHIBITS Page No.
EX-27 Financial Data Schedule...................................27
26
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED MARCH 31, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,250
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (1,750)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,250
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,250)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,250)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,250)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
