SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Commission File Number: 1-14903
NAVARONE, INC.
(Exact name of Issuer as stated in its corporate charter)
Nevada 13-4051167
(State of Incorporation) (IRS Taxpayer I.D. Number)
c/o Salem Krieger, 228 East 85th Street, New York, NY 10028
(Address of principal executive offices)
Issuer's Telephone Number: 212-439-6268
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Shares of common stock, par value $.001; not yet registered on any exchange
Check whether the Issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the AExchange
Act@) during the past twelve months (or for such shorter period that the
Issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days: Yes: x No:
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation SB contained in this Form 10-KSB, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form: x
State Issuer's revenues for its most recent fiscal year: $0
The aggregate market value of voting stock held by nonaffiliates of the
Registrant was $ 38,500 as of April 17, 2000. (NOTE: Since no trading
activity has occurred in the common stock, the market value was computed as
the price at which the common stock was sold, after giving effect to the
ten-for-one forward stock split enacted by the Company subsequent to the
year end.)
As of April 17, 10,385,000 shares of the Registrant's common stock, par value
$.00l per share, were issued and outstanding. (This reflects a ten-for-one
forward stock split enacted by the Company subsequent to the year end.)
DOCUMENTS INCORPORATED BY REFERENCE: Articles of Incorporation and By-laws,
previously filed with the Registrant's Form 10-SB.
<PAGE>
PART I
Item 1. Business.
Navarone, Inc. (herein, the "Issuer," the "Registrant" or the
"Company" conducted an offering of its securities pursuant to Regulation D
Rule 504 during November, 1998. Ths Issuer's business plan involves the
development of two novelty products related to the photographic industry. The
first product is called "Booger Gum Cards", and consists of packages of cards
depicting grotesque figures, plus a stick of gum, similar to the kinds of
gum & card packettes used for sports heroes. The Company's second product
is a Cloud Lamp or Serenity Lamp, which consists of a lamp encased in
plexiglass woth cotton balls or some similar object designed and placed so as
to create the illusion of clouds floating in mid-air. As of the date of the
Report the Company had completed the prototype for the Bubble Gum Card
packages, including the photography, but has not been successful, to date,
at finding an individual or company willing to franchise the product. A
rough prototype of the Serenity Lamp has also been completed. The Company
will require additional funds to commence manufacture and marketing of the
Bubble Gum Cards, and the Company is presently contemplating seeking
additional funds from its investors.
Item 2. Properties.
The Company owns no properties and uses as its address the
office of its president, Salem Krieger, located at 288 East 85th Street,
New York, NY 10028, without charge, including the use of certain office
facilities such as fax and telephone. This arrangement is expected to
continue until the Company has need for a more extensive office or until the
Company has consummated a Business Combination. Mr. Krieger received $3,000
from the Company toward rental on his photographic studio, located in his
apartment, during the months in 1999 in which he was using the studio
primarily for work on the Bubble Gum Card prototype. No allocations were
made toward rent since June, 1999.
Item 3. Legal Proceedings.
No legal proceedings have been commenced or contemplated by
the Company, and no notice of any legal proceedings involving the Company has
been received as of the date of the Report.
Item 4. Submission of Matters to a Vote of the Security Holders.
No matters were submitted to a vote of the Company's security
holders during the period covered by this Report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) The Company has issued only one class of common equity
securities, its common stock, par value $.001 per share. As of the date of
the Report, no trading activity had commenced.
(b) As of April 17, 2000, the Company had 40 holders of its
common stock, including two individuals who hold restricted shares.
(c) No dividends were declared and none are anticipated in the
foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The Company is still intending to pursue its original business
plan, but if it is unsuccessful, it will consider abandoning its plan and begin
seeking merger or acquisition with an operating company which seeks to merge
with or acquire a public vehicle. No such Business Combination was consummated
to date and the Company has not commenced operations nor earned any revenues.
The Company's resources were sufficient to meet its limited corporate expenses
during period covered by the Report, and as of December 31, 1999, the Company
had $3,918 in cash remaining, which was being held on its behalf by its
attorney. As of the date of the Report, the cash remaining was substantially
less due to the payment of accounting fees and the filing of reports. The
Company's current auditor has not yet submitted its bill for the auditing and
accounting services it provided, as of the date of the Report.
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Management intends to keep expenses to a minimum, until it
achieves revenues, if ever, or until the successful consummation of a
Business Combination, should Management decide that that would be the best
choices of action for the Company. In the latter case, the Company's
continuation would be dependent upon the ability of its management to locate
a suitable candidate for Business Combination and to consummate such a
transaction, and upon the eventual success of the company subsequent to such
Business Combination.
Item 7. Financial Statements and Supplementary Data.
NAVARONE, INC.
[A Development Stage Company]
CONTENTS
PAGE
- Independent Auditors' Report 4
- Balance Sheet, December 31, 1999 5
- Statements of Operations, for the years ended
December 31, 1999 and 1998 and from
inception on March 19, 1997 through
December 31, 1999 6
- Statement of Stockholders' Equity, from
inception on March 19, 1997 through
December 31, 1999 7
- Statements of Cash Flows, for the years ended
December 31, 1999 and 1998 and from
inception on March 19, 1997 through
December 31, 1999 8
- Notes to Financial Statements 9 - 12
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INDEPENDENT AUDITORS' REPORT
Board of Directors
NAVARONE, INC.
New York, NY
We have audited the accompanying balance sheet of Navarone, Inc. [a
development stage company] at December 31, 1999, and the related statements of
operations, stockholders' equity and cash flows for the year ended December
31, 1999 and for the period from inception on March 19, 1997 through December
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. The financial statements of Navarone, Inc. as
of and for the year ended December 31, 1998 were audited by other auditors
whose report, dated June 18, 1999 expressed an unqualified opinion on these
financial statements. The financial statements for the period from inception
on March 19, 1997 through December 31, 1998 reflect a net loss of $14,127 of
the total net loss from inception of $32,034. The other auditors' report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for such prior periods, is based solely on the report of the other
auditors.
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 significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provided a reasonable basis
for our opinion.
In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Navarone, Inc. as of December 31,
1999, and the results of its operations and its cash flows for the year ended
December 31, 1999 and for the period from inception through December 31, 1999,
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company has incurred losses since its inception and has not
yet been successful in establishing profitable operations, raising substantial
doubt about its ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 7. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
March 17, 2000
Salt Lake City, Utah
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NAVARONE, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
1999
___________
CURRENT ASSETS:
Cash held by shareholder $ 3,918
___________
Total Current Assets $ 3,918
____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 587
___________
Total Current Liabilities 587
___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
25,000,000 shares authorized,
10,385,000 shares issued and
outstanding 10,385
Capital in excess of par value 24,980
Deficit accumulated during the
development stage (32,034)
___________
Total Stockholders' Equity 3,331
___________
$ 3,918
____________
The accompanying notes are an integral part of this financial statement.
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NAVARONE, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the From Inception
Year Ended on July 9,
December 31, 1997 Through
_____________________ December 31,
1999 1998 1999
__________ __________ ______________
REVENUE $ - $ - $ -
__________ __________ ______________
EXPENSES:
General and administrative 9,907 14,127 24,034
Research and development 7,000 - 7,000
__________ __________ ______________
Total Expenses 16,907 14,127 31,034
__________ __________ ______________
LOSS FROM OPERATIONS
BEFORE INCOME TAXES (16,907) (14,127) (31,034)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
__________ __________ ______________
LOSS FROM CONTINUING
OPERATIONS BEFORE
CHANGE IN ACCOUNTING
PRINCIPLE (16,907) (14,127) (31,034)
CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING
PRINCIPLE (1,000) - (1,000)
__________ __________ ______________
NET LOSS $(17,907) $(14,127) $ (32,034)
__________ __________ ______________
LOSS PER COMMON SHARE:
Continuing operations $ (.00) $ (.00) $ (.00)
Cumulative effect of change
in accounting principle (.00) - (.00)
__________ __________ ______________
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00)
__________ __________ ______________
The accompanying notes are an integral part of these financial statements.
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NAVARONE, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MARCH 19, 1997
THROUGH DECEMBER 31, 1999
(RESTATED)
Deficit
Accumulated
Common Stock Capital in During the
_____________________ Excess of Development
Shares Amount Par Value Stage
__________ __________ ___________ ____________
BALANCE, March 19, 1997 - $ - $ - $ -
Issuance of 10,000,000 shares
of common stock in exchange
for expenses of $1,000 paid
by shareholder, March 19,
1997 10,000,000 10,000 (9,000) -
Net loss for the period ended
December 31, 1997 - - - -
__________ __________ ___________ ____________
BALANCE, December 31, 1997 10,000,000 10,000 (9,000) -
Issuance of 385,000 shares
of common stock for cash,
October 1998 at $1.00 per
share, net of stock offering
costs of $6,635 385,000 385 31,480 -
Net loss for the year ended
December 31, 1998 - - - (14,127)
__________ __________ ___________ ____________
BALANCE, December 31, 1998 10,385,000 10,385 22,480 (14,127)
Expenses paid by and services
performed by a shareholder
accounted for as a
contribution of capital - - 2,500 -
Net loss for the year ended
December 31, 1999 - - - (17,907)
__________ __________ ___________ ____________
BALANCE, December 31, 1999 10,385,000 $ 10,385 $ 24,980 $ (32,034)
__________ __________ ___________ ____________
The accompanying notes are an integral part of this financial statement.
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NAVARONE, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Year Ended on July 9,
December 31, 1997 Through
_____________________ December 31,
1999 1998 1999
__________ __________ ______________
Cash Flows From Operating Activities:
Net loss $(17,907) $(14,127) $ (32,034)
Adjustments to reconcile net loss to
net cash used by operating activities:
Non-cash expense 2,500 - 2,500
Effect of change in accounting
principle 1,000 - 1,000
Changes in assets and liabilities:
Increase in accounts payable 400 187 587
__________ __________ ______________
Net Cash (Used) by Operating
Activities (14,007) (13,940) (27,947)
__________ __________ ______________
Cash Flows From by Investing Activities:
Net Cash (Used) by Investing
Activities - - -
__________ __________ ______________
Cash Flows From Financing Activities:
Proceeds from common stock issuance - 38,500 38,500
Payment of stock offering costs - (6,635) (6,635)
__________ __________ ______________
Net Cash Provided by Financing
Activities - 31,865 31,865
__________ __________ ______________
Net Increase in Cash (14,007) 17,925 3,918
Cash at Beginning of Period 17,925 - -
__________ __________ ______________
Cash at End of Period $ 3,918 $ 17,925 $ 3,918
__________ __________ ______________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the Year Ended December 31, 1999
The Company expensed its organizational costs of $1,000 in accordance with
Statement of Position 98-5.
An officer/shareholder paid expenses and provided services totaling $2,500
towards the prototype development. This was accounted for as a
contribution to capital.
For the Year Ended December 31, 1998
The Company issued 10,000,000 shares of common stock in payment of offering
costs of $1,000.
The accompanying notes are an integral part of these financial statements.
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NAVARONE, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Ezboy Imageworks, Inc. was organized under the laws of the
State of Nevada on March 19, 1997, but changed its name in 1998 to Navarone,
Inc (the Company). It intends to develop and pursue patent protection for
novelty items for the photographic industry. The Company also intends to
manufacture and market its inventions. The Company has, at the present time,
not paid any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors. The Company has not generated significant revenues and is considered
a development stage company as defined in Statement of Financial Accounting
Standards (SFAS) No. 7.
Organization Costs - The Company has expensed its organization costs, which
reflect amounts expended to organize the Company, in accordance with the
Financial Accounting Standards Board's Statement of Position 98-5.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." This statement requires an asset and liability approach for
income taxes.
Research and Development - The Company expenses research and development costs
as incurred. Expenditures for research and development were $7,000 and $0 for
the years ended December 31, 1999 and 1998, respectively.
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in accordance
with Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.
Accounting 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 of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those estimated.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities", SFAS No. 134, "Accounting for Mortgage-Backed
Securities.", SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", and SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - deferral of the effective date of FASB Statement No. 133 (an
amendment of FASB Statement No. 133.)," were recently issued. SFAS No. 132,
133, 134, 135, 136 and 137 have no current applicability to the Company or
their effect on the financial statements would not have been significant.
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NAVARONE, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
Restatement - The financial statements have been restated for all periods
presented to reflect a ten for one forward stock split effective January 5,
2000 [See Notes 3 and 8].
NOTE 2 - CASH
The Company's attorney, who is also a shareholder, currently holds cash in the
amount of $3,918, belonging to the Company in a non-interest bearing and non-
insured account.
NOTE 3 - CAPITAL STOCK
Common Stock - On March 19, 1997, the Company issued 10,000,000 shares of its
previously authorized, but unissued common stock to its attorney for paying
for organization costs of $1,000.
In October 1998, the Company issued 385,000 shares of its previously
authorized, but unissued common stock. Total proceeds from the sale of stock
amounted to $38,500 (or $1.00 per share). Offering costs in the amount of
$6,635 have been charged to additional paid in capital.
In January 2000, the Company effected a ten for one forward stock split. The
financial statements for all periods presented have been restated to reflect
the stock split.
NOTE 4 - RELATED PARTY TRANSACTIONS
Professional Services - A shareholder of the Company provides professional,
legal and managerial services to the Company.
Cash - A shareholder holds cash in the amount of $3,918 belonging to the
Company in a non-interest bearing and non-insured account.
Rent - The Company currently does not have a need to rent office space but is
using the address of an officer as a mailing address, as needed, at no cost to
the Company. The President of the Company was paid a total of $3,000 in 1999
for the Company to use his studio for a short period in 1999 when the Company
was doing prototype development.
Prototype Development - Prototype development has been provided by the
President of the Company utilizing existing studio space, equipment and
materials of the President at an estimated total cost of $7,000 for the year
ended December 31, 1999. The President has donated $2,500 of these expenses
and services as a contribution to capital.
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NAVARONE, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 5- INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. At December 31, 1999, the Company
has available unused operating loss carryforwards of approximately $31,600,
which may be applied against future taxable income and which expire in 2019.
The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards. The net deferred tax assets are approximately $10,700 and
$4,600 as of December 31, 1999 and 1998, respectively, with an offsetting
valuation allowance at each year end of the same amount resulting in a change
in the valuation allowance of approximately $6,100 for the year ended December
31, 1999.
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for the
periods ended December 31, 1999 and 1998:
For the From Inception
Year Ended on July 9,
December 31, 1997 Through
_____________________ December 31,
1999 1998 1999
__________ __________ ______________
Loss from continuing operations
available to common shareholders
(numerator) $(16,907) $(14,127) $ (31,034)
__________ __________ ______________
Cumulative effect of change in
accounting principle (numerator) $ (1,000) $ - $ (1,000)
__________ __________ ______________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) [Restated] 10,385,000 10,000,000 10,172,625
__________ __________ ______________
Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would affect the computation
of diluted loss per share.
During 1999, the Company adopted Statement of Position 98-5 and accordingly
expensed its organization costs of $1,000. This has been reflected as a
cumulative effect of change in accounting principle.
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NAVARONE, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has incurred losses
since its inception, and has not yet been successful in establishing
profitable operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this regard,
management is proposing to raise any necessary additional funds not provided
by operations through loans and/or through additional sales of its common
stock. There is no assurance that the Company will be successful in raising
this additional capital or in achieving profitable operations. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
NOTE 8 - SUBSEQUENT EVENTS
In January 2000, the Company effected a ten for one forward stock split
effective January 5, 2000. The financial statements for all periods presented
have been restated to reflect the forward stock split.
Subsequent to December 31, 1999 the secretary-treasurer (who was also a
director) resigned. The Company's attorney and majority shareholder was
appointed to serve as secretary-treasurer and as a director.
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Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
During March, 2000, the Company filed an 8-K advising of a
change in auditors. This was due to the fact that the Company's previous
auditor was very busy with his tax practice and did not have time to perform
the audit for Navarone, Inc. There was no other reason for the change, and
no disagreements with accountants on any accounting or financial disclosure
matter.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The Company has two directors, who are also its officers and
sole promoters. Mr. Krieger has served in the positions shown since inception
and is expected to continue to serve until the earlier of: (a) the
consummation of a Business Combination, if Management decides that that is
the best choice of action for the Company; or (b) after the next annual
meeting of shareholders and until his/her successor has been elected and has
qualified. Ms. Abato took over the position of secretary-treasurer and
director in March, 2000, when the Company's former secretary-treasurer
resigned due to personal reasons.
SALEM KRIEGER, the Company's president and a director, has been a
free-lance photograph and graphic artist for more than fifteen years, and
operates his own photographic arts business. Beginning in 1985, his work has
appeared in group exhibitions at numberous museums and galleries thoughout
New York and New Jersey, and at Rizzoli Galleries in New York City, Chicago,
Dallas and Costa Mesa, California. His work has appeared in a number of
magazines including Photo Review, American Art, Artnews and The New York
Times. Mr. Krieger has been the recipient of numberous grants and awards
commencing in 1985, including from the National Endowment for the Arts and
the New Jersey State Council on the Arts. He has producted commercial
photographic and graphic artwork for a number of corporations which have been
featured in product advertisements, including for Frozfruit Fruit Bar Company
and Merrill Lynch, and Schuster, WH Freeman, MacMillan, and Collier Newfield.
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MAUREEN ABATO, age 41, the Company's secretary/treasurer, a director
and counsel, earned a B.A. from New York University in 1980 and a J.D. from
Brooklyn Law School in 1984. She has been a securities lawyer in private
practice in New York since 1985. Until 1989 she owned and managed
Metropolitan Stock Transfer Company. During 1996-97 she was also an
associate at Singer, Zamansky, a securities law firm in New York City. She
was an officer and director of Avalon Enterprises, Inc. (now Avalon
Community Services) from 1991 to 1992. During 1989 she was counsel to and a
director of Medizone International, Inc., a public company engaged in research
and development into medical uses of ozone. From 1993 to 1997, she was an
officer and director of Coronado Communications Corp. (now Nesko Industries)
and of Davenport Ventures, Inc. (now royal Financial Corp.) During 1997 she
was an officer and director of the Enterprise (now Ehealth.com). From 1991 to
1999 she was an officer and director of Bishop Equities, Inc., which acquired
Hemex, Inc. and Aethlon, Inc. She is currently a principal shareholder in
Gold & Green, Inc. and The Hathaway Corp., two companies which conducted stock
offerings pursuant to Regulation D, Rule 504, and in Fortunata, Inc., a
startup company which is contemplating conducting a securities offering.
Item 10. Executive Compensation.
(a) During the year covered by the Report, the Company's
president paid expenses and provided services worth $2,500, which he
contributed to the capital of the Company. Ms. Abato received no compensation
as an officer of the Company. The former secretary-treasurer received $1,000
in cash compensation.
(b) The Company has no employment agreement with either of
its officers, both of whom are expected to continue to devote only a minimal
portion of their time to the Company's affairs, unless in the event a Business
Combination is consummated, whereupon they are expected to resign in favor of
the management of the private company acquired or merged with.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Shown in the following table are those individuals known to
the Company to be the beneficial owners of more than five percent of any class
of its voting securities, consisting of shares of common stock, par value
$.001 per share. Also shown are the number of shares beneficially owned by
the Company's directors, and by the officers and directors as a group. The
following numbers reflect a ten-for-one forward stock split was enacted by the
Company in March, 2000.
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Number of Name and address Percentage of
shares owned of beneficial owner shares owned
5,500,000 Maureen Abato 53%
2732 East 21st Street
Brooklyn, NY 11235
4,500,000 Salem Krieger 43%
228 East 85th Street
New York, Ny 10028
10,000,000 Officers and directors
as a group (two persons) 96%
Item 12. Certain Relationships and Related Transactions.
During the period covered by the Report, the Company was not
a party to any transaction with its officers, directors, principal
securityholders or the affiliates of any of such persons, invovling an amount
exceeding $60,000. The only transactions consisted of the payment of fees to
officers and the reimbursement of certain expenses by counsel.
Item 13. Exhibits, Lists and Reports on Form 8-K.
(a) Filed herewith are an audited balance sheet and footnotes
as of December 31, 1999 and related statements of income and expenses, cash
flows and accumulated deficit for the years ended December 31, 1999 and 1998.
The following documents, previously filed with the
Company's Form 10-SB, are incorporated by reference: Articles of Incorporation
and By-laws.
(b) Reports on Form 8-K.
None filed during the period covered by the Annual
Report.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NAVARONE INC.
By: s\ Salem Krieger
Salem Krieger, President
Dated: April 14, 2000
In accordance with the Exchange Act, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
By: s\ Salem Krieger
Salem Krieger, President
and Director
Dated: April 14, 2000
By: s\ Maureen Abato
Maureen Abato, Secretary-
Treasurer and Director
Dated: April 14, 2000
SUPPLEMENTAL INFORMATION: A proxy statement is not being furnished at this
time, nor has Registrant furnished its shareholders with annual reports.
Copies of an annual report for the period covered by this Report, if
distributed subsequent to the filing date hereof, will be furnished to the
Commission when available.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the year ended December 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,918
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,918
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,918
<CURRENT-LIABILITIES> 587
<BONDS> 0
0
0
<COMMON> 10,385
<OTHER-SE> (7,054)
<TOTAL-LIABILITY-AND-EQUITY> 3,918
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,907
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,907)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16,907)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (1,000)
<NET-INCOME> (17,907)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
