SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1998.Commission File No. 000-
24927
FUJI ELECTROCELL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 33-0199082
(State of organization) (I.R.S. Employer Identification No.)
1839 S.E. Port Saint Lucie Blvd., Port Saint Lucie, FL 34952
(Address of principal executive offices)
Registrant's telephone number, including area code (561) 879-9999
Securities registered under Section 12(g) of the Exchange Act:
Common stock, $0.001 par value per share
Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Road, Suite 112, Las Vegas, NV 89119, (702) 650-5660
Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes X
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B 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
amendments to this Form 10-KSB. [ X ]
Issuer's Revenue during the year ended December 31, 1998: $ 0
Aggregate market value of the voting and non-voting common equity
held by non-affiliates based on the price of N/A per share (the
selling or average bid and asked price) as of March 29, 1999:
N/A.
NOTE: The company's stock is not, and has not, been traded or
quoted, and the book value is negative. Therefore, there is no
way to ascertain a market value for the stock.
DOCUMENTS INCORPORATED BY REFERENCE:
The Company's form 10-SB/A, filed on May 10, 1999, and the
exhibits attached thereto, are incorporated by reference. The
Company also incorporates by reference Forms 8-K that were filed
on May 27, 1999 and June 3, 1999.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Background
Fuji Electrocell Corporation (the "Company") is a Nevada
corporation formed on September 11, 1981 as the "Controlled
Combustion Corp." Its original purpose was to design, develop,
and build a pyrolitic plant, using and licensing the technology
specified in US Patent 3,838,013, rights to which were owned by
one of the founders. Because of the enormous costs involved in
developing the plant, the Company abandoned its original purpose
in October, 1992. The Company's name was changed to Fuji
Electrocell Corporation on June 25, 1986 in connection with the
company receiving an assignment of the right to market the Fuji
brand of batteries in the United States. This assignment
terminated on July 31, 1996 and was not renewed. It is believed
that the Company did distribute batteries under this contract.
The Company's principal place of business is located at 1839 SE
Port Saint Lucie Blvd., Port Saint Lucie, FL 34952.
The Company originally issued 22,500 shares of its common stock
to the three founders, then issued an additional 4,500 shares to
eleven investors. By April, 1983, these fourteen shareholders, by
gift or sale, transferred certain of their shares to
approximately 90 additional persons, in reliance upon the
exemption from the registration requirements provided by Section
4(2) of the Securities Act of 1933 as amended (the "Securities
Act"). On June 25, 1986, the Company's Articles were amended to
increase the authorized capital stock to Fifty Million Shares
from Fifty Thousand. The Company then authorized a 100:1 forward
stock split. On July 29, 1986, the Company issued 6,300,000
shares of its common stock for the interests in the Fuji
Electrocell Battery. In April, 1987, the Board issued 15,000,000
restricted shares to a then-director to be used as collateral for
a loan to be obtained by that director for the benefit of the
Company. Additional restricted shares were issued by previous
board members through 1992. Current management has not been able
to locate records concerning those issues, but it is believed
that previous management relied upon exemptions provided by
Section 4(2) of the Securities Act.
In March, 1999, the Company issued a total of 5,500,000 shares of
common stock. Of this amount, 3,500,000 was given to Mr. Michael
J. Lates, who replaced Mr. Hocke as director of the Company, and
was appointed as Vice President and was charged with
investigating Internet-type businesses as potential opportunities
for the Company. Mr. James Blake was given 1,000,000 shares for
his work as the Company's treasurer, and Mr. Steve Tierney, the
Company's outside legal counsel, was given 1,000,000 shares in
payment of his legal services on behalf of the Company. On May
26, 1999, the Company's board approved a 1:20 reverse stock
split. This was done for the purpose of reducing the number of
common shares outstanding, thereby allowing the Company to issue
additional shares, if necessary, in the event of a business
combination.The primary activity of the Company currently
involves seeking a company or companies that it can acquire or
with whom it can merge. The Company has not selected any company
for acquisition or merger and does not intend to limit potential
acquisition candidates to any particular field or industry, but
does retain the right to limit acquisition or merger candidates,
if it so chooses, to a particular field or industry. The
Company's plans are in the conceptual stage only.
The proposed business activities described herein classify the
Company 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.
The Company's business is subject to numerous risk factors. These
are described in the Company's Form 10-SB/A and are incorporated
by this reference to Item 1 of that document.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company has the use of a limited amount of office space from
its President, Richard J. Oldfield, at no cost to the Company.
The Company pays its own charges for long distance telephone
calls and other secretarial, photocopying, and similar expenses.
There is no rental agreement or other costs for these services.
ITEM 3. LEGAL PROCEEDINGS
The Company and its directors have instituted action for a
declaratory judgment concerning a contract with Leann Gibbs, an
individual resident in Ontario, Canada. The Complaint was filed
in the Nineteenth Judicial Circuit Court, in and for St. Lucie
County, Florida, as Case No. 98-736CA03. Ms. Gibbs and the
Company had entered into a contract pursuant to which she would
transfer to the Company her interest in a number of mica mines,
in exchange for stock in the Company. The Company was to then
pursue a business in mining the mica and selling the raw material
to companies that would process it. The agreement with Ms. Gibbs
was never consummated, and the parties, after much discussion,
agreed to withdraw from the agreement. The Company has instituted
the action to declare the agreement void, simply to protect
itself from a later breach of contract action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the fourth quarter of 1998.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, $0.001 par value per share,
of which 1,915,658 are issued and outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without
pre-emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a pro-
rata basis all assets remaining after payment in full of all
liabilities.
As of May 30, 1999, there were 1,915,658 issued and outstanding
shares of the Registrant's common stock. Of these, 1,399,910 are
restricted and are subject to resale restrictions and, unless
registered under the Securities Act or exempted under another
provision of the Securities Act, will be ineligible for sale in
the public market. Sales may be made after two years from their
acquisition in accordance with Rule 144 promulgated under the
Securities Act.. There are approximately 560 shareholders of the
common stock. There is no active market for the registrant's
securities.
On May 27, 1999, the Board of Directors approved a 1:20 reverse
split of its common stock. This was done for the purpose of
reducing the outstanding stock in order to give the Company
enough shares under its articles of incorporation to permit it to
use in the event an acquisition or merger were to occur that
required the Company to issue additional shares. Under the terms
of this reverse split, post-split shares will be rounded to the
next whole share, resulting in the issuance of a small number of
additional shares. The common shares referred to in this Form 10K-
SB refer to the post-split figures.
Dividends
The Registrant has not paid any dividends to date, and has no
plans to do so in the immediate future.
Recent Sales of Unregistered Securities.
The Company has not issued or sold any unregistered securities in
the previous three years, other than the March, 1999, issuance of
5,500,000 shares as discussed in Item 1 above.
ITEM 6. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation
The Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation is incorporated by reference to Section 2 of that
amended Form 10-SB filed with the SEC on May 10, 1999.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
report.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item 7 follow the index of financial statements appearing at Item
13 of this Form 10K-SB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company recently changed its auditor. The Company had
previously used Kurt Saliger, CPA. Mr. Saliger is located in Las
Vegas, NV. The change in auditors to Robert J. Boyer, CPA, was
done for the purpose of having the Company's auditor located
nearer to its executive offices in Florida. The Company's
management did not have any dispute or disagreement with Mr.
Saliger concerning the Company's financial statements or
disclosures.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The members of the Board of Directors of the Company serve until
the next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
The Company's officers and directors will devote their time to
the business on an "as-needed" basis, which is expected to
require 5-10 hours per month.
Information as to the directors and executive officers of the
Company is as follows:
<TABLE>
<S> <C> <C>
Name/Address Age Position
Richard J. Oldfield 49 President /
Director
James W. Blake 40 Secretary / Treasurer
Alan R. Kipnis 50 Director
Michael J. Lates 28 Vice President / Director
</TABLE>
The biographies of Messrs. Oldfield, Blake, and Kipnis, together
with a description of their experience with blank-check companies
is included in the Company's Amended Form 10-SB, and is
incorporated by reference to section 5 of that document. The
biography of Mr. Lates is included herein:
Michael J. Lates; Vice President / Director
Mr. Lates was appointed by the Board of Directors in May, 1999,
to fill the vacancy created by the resignation of Mr. Steven
Hocke. Mr. Lates was appointed as Vice President of the Company
and given the assignment of investigating Internet-type
businesses as potential opportunities for the Company.
Mr. Lates graduated high school in 1989. He is currently a staff
sergeant in the U.S. Army, where he is a supervisor in the
Network Switching/Computer Systems Operator. Since April, 1997,
he has been the president of Patriot Computer Systems, Inc.
ITEM 10. EXECUTIVE COMPENSATION
No compensation of directors or executive officers is paid or
anticipated to be paid by the Company until an acquisition is
completed. On acquisition of a target company, current management
may resign and be replaced by persons associated with the
business acquired, particularly if the Company participates in
the target company by effecting a reorganization, merger, or
consolidation. If any member of current management remains after
effecting an acquisition, that member's time commitment will
likely be adjusted based on the nature and method of the
acquisition and location of the business. That time commitment
cannot be predicted prior to the acquisition. Compensation of
management will be determined by the board of directors in place
after the acquisition, and shareholders of the Company will not
have the opportunity to vote on or approve such compensation.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following tables set forth information relating to the
beneficial ownership of the Company's common stock by those
persons holding beneficially more than 5% of the Company's
capital stock, by the Company's directors and executive officers,
and by all of the Company's directors and executive officers as a
group.
a) Security Ownership of Certain Beneficial Owners
<TABLE>
<S> <C> <C> <C>
Title of Name and Address of Amount and Percent of Class
Class Beneficial Owner Nature of
Beneficial
Ownership
Common Alan R. & Sharon A. 213,911 11.17%
Kipnis
20529 Dumont St.
Woodland Hills, CA
91364
Common Richard J. Oldfield 333,156 17.39%
1839 SE Port Saint
Lucie Blvd., Port
Saint Lucie, FL 34952
Common Michael J. Lates 175,000 9.14%
1839 SE Port Saint
Lucie Blvd., Port
Saint Lucie, FL 34952
Common Diane Mullins 137,100 7.16%
8454 Brand Lane
Penngrove, CA 94951
</TABLE>
b) Security Ownership of Management
<TABLE>
<S> <C> <C> <C>
Title of Name and Address of Amount and Percent of Class
Class Beneficial Owner Nature of
Beneficial
Ownership
Common Alan R. & Sharon A. 213,911 11.17%
Kipnis
1839 SE Port Saint Lucie
Blvd., Port Saint Lucie,
FL 34952
Common Rick Oldfield 333,156 17.39%
1839 SE Port Saint Lucie
Blvd., Port Saint Lucie,
FL 34952
Common Michael J. Lates 175,000 9.14%
1839 SE Port Saint Lucie
Blvd., Port Saint Lucie,
FL 34952
Common All directors and 722,067 37.69%
officers as a group (3
individuals)
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 13. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
NOTE: The financial statements were prepared prior to the 1:20
reverse split and prior to the issuance of 5,500,000 shares to
Messrs. Lates, Blake, and Tierney. All share amounts referenced
therein refer to the pre-split common stock.
Reports of Independent Auditor, Robert J. Boyer, CPA,
dated April 30, 1999.
Balance Sheet as of December 31, 1998, and December 31,
1997.
Statement of Operation for the years ended December 31,
1998, and December 31, 1997.
Statement of Stockholders' Equity.
Statement of Cash Flows for the years ended December
31, 1998, and December 31, 1997.
Notes to Financial Statements
Robert J. Boyer, CPA, PA 11379 N.W. 20th Drive, Coral Springs,
Florida 33071
To the Board of Directors and Stockholders
of: Fuji Electrocell Corporation
(A Development Stage Company)
I have audited the accompanying balance sheet of Fuji Electrocell
Corporation as of December 31, 1998, and the related statements
of income, retained earnings and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Fuji
Electrocell Corporation at December 31, 1998, and the results of
its operations, retained earnings, and its cash flows for the
year then ended in conformity with generally accepted accounting
principles.
/s/ Robert J. Boyer, CPA
Robert J. Boyer, CPA
Coral Springs, FL
April 30, 1999
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<S> <C> <C>
1998 1997
ASSETS
CURRENT ASSETS
Cash $0 $0
TOTAL CURRENT ASSETS $0 $0
PROPERTY AND EQUIPMENT
Fixed Assets $0 $0
TOTAL PROPERTY AND $0 $0
EQUIPMENT
OTHER ASSETS
Other Assets Items $0 $0
TOTAL ASSETS $0 $0
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $20,858 $20,858
TOTAL CURRENT LIABILITIES $20,858 $20,858
LONG-TERM DEBT $0 $0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par $32,806 $32,806
value
authorized 50,000,000
shares issued and
outstanding
32,805,784 shares
Additional Paid In Capital $17,194 $17,194
Deficit Accumulated During ($70,858) ($70,858)
Development Stage
TOTAL STOCKHOLDERS' EQUITY ($20,858) ($20,858)
TOTAL LIABILITIES AND $0 $0
STOCKHOLDERS' EQUITY
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C>
1998 1997
INCOME
Revenue $0 $0
TOTAL INCOME $0 $0
EXPENSES
General and Administrative $0 $0
TOTAL EXPENSES
NET PROFIT (LOSS) $0 $0
NET PROFIT (LOSS) PER $0.00 $0.00
SHARE
AVERAGE NUMBER OF SHARES 32,805,78 32,805,78
OF COMMON STOCK 4 4
OUTSTANDING
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Number of Shares Dollar Amount Paid in Capital Accumulated
Deficit
Balance January 32,805,784 $32,806 $17,194 (70,858)
1, 1997
Net Income $0
Year Ended
12/31/97
Balance 12/31/97 32,805,784 $32,806 $17,194 (70,858)
Net Income $0
Year Ended
12/31/98
Balance 12/31/98 32,805,784 $32,806 $17,194 (70,858)
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S>
<C> <C>
1998 1997
CASH FLOWS FROM
OPERATIONS
Net (Loss) $0 $0
CASH PROVIDED FROM $0 $0
INVESTING ACTIVITIES
CASH PROVIDED FROM $0 $0
FINANCING ACTIVITIES
Net increase in cash $0 $0
Cash, Beginning of Period $0 $0
Cash, End of Period $0 $0
</TABLE>
FUJI ELECTROCELL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND COMPANY HISTORY
The Company was organized in 1988 under the laws of the State of
Nevada. The Company has no operations, has had no significant
operations since January 1, 1996, and under generally accepted
accounting standards is considered a development stage company.
The Company has adopted the accrual method of accounting as its
only accounting policy at this time.
BASIC YEARLY MINIMUM EXPENSES
Even though the Company has had no revenues, there were some
basic expenses throughout the year that had to be paid. These
were paid by some of the Company's management, with no
expectation of being reimbursed, and accordingly no notes payable
from the Company to these managers had been set up on the books
as of December 31, 1998.
GOING CONCERN ISSUES
The Company has no operations, with any future operations not
clearly defined at this time. However, the Company has no
revenues and without revenues or expected revenues in the near
future, the Company is unlikely to be able to continue in
business as a going concern. It is management's plan to continue
to fund the Company's basic yearly requirements personally, with
hopes of obtaining future capital and future business operations.
STOCK STRUCTURE
Future capital funding of the Company can be acquired through
either the issuance of the remaining common stock, or the initial
issuance of the preferred stock authorized by the State of
Nevada.
REGULATORY FILINGS
The Company has filed a 10-SB report with the SEC in 1998, and is
presently preparing a current 10-SB to be filed during the second
quarter of 1999. All required State and Federal filings are
current as of the Balance Sheet date.
LEGAL PROCEEDINGS
The Company is a plaintiff in a legal action regarding a Canadian
Company which has agreed to withdraw from a contract with the
Company. The Company has instituted this action to declare this
agreement void, so that they cannot be later sued for breach of
contract. Legal counsel does not anticipate any adverse action
against the Company as a result of this action.
SIGNIFICANT OWNERSHIP
Of the total amount of shares outstanding, 16,873,914 are owned
by three different individuals and one Securities Trust Company.
Not any of these individually control the Company with more than
50% of the voting power of the Common shares.
EXHIBITS
The exhibits, consisting of the Company's Articles of
Incorporation and Bylaws, are attached to the Company's Amended
Form 10-SB, filed on May 10, 1999. These exhibits are
incorporated by reference to that Form.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Fuji Electrocell Corporation
By: /s/ Richard J. Oldfield
Richard J. Oldfield, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 20858 20858
<BONDS> 0 0
0 0
0 0
<COMMON> 50000 50000
<OTHER-SE> (70858) (70858)
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
