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 OF 1934
FOR THE FISCAL YEAR ENDED: December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO N/A
COMMISSION FILE NUMBER: 000-29427
CODATEK CORP.
----------------------------
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0412582
------ ----------
STATE OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
Las Vegas Commerce Center
1350 East Flamingo Road, Suite 688
Las Vegas, Nevada 89119
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE)
(702) 630-2092
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registration (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to files such reports), and (2) has been subject to
such filing requirements for the past 90 days. (1) X YES as to filing; (2) X
Yes as to requirement.
As of December 31, 2000, and extended to the filing date of this Report, the
aggregate value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the average of the bid and ask price
on such date was $0.00 as the Registrant has no current trading market.
As of December 31, 2000, and currently, the Registrant has outstanding
approximately 13,000,000 shares of common stock ($.001 par value).
An index of the documents incorporated herein by reference and/or annexed as
exhibits to the signed originals of this report appears on page 14.
<PAGE>
TABLE OF CONTENTS TO ANNUAL REPORT
ON FORM 10-KSB
YEAR ENDED DECEMBER 31, 2000
PART I
Item 1. Description of Business........................3
Item 2. Description of Property........................5
Item 3. Legal Proceedings..............................5
Item 4. Submission of matters to a Vote of
Security Holders...............................6
PART II
Item 5. Market for Registrant's Common Equity &
Related Stockholders' Matters..................6
Item 6. Management's Discussion & Analysis of
Financial Condition & Results of Operations....6
Item 7. Financial Statements...........................9
Item 8. Changes in and Disagreements with
Accountants on Accounting & Financial
Disclosure....................................10
PART III
Item 9. Directors & Executive Officers, Promoters
& Control Persons, Compliance with
Section 16 (a) of the Exchange Act............10
Item 10. Executive Compensation........................11
Item 11. Security Ownership of Certain Beneficial
Owners & Management ........................11
Item 12. Certain Relationships & Related
Transactions..................................12
Item 13. Exhibits & Reports on Form 8-K................14
<PAGE>
PART I.
ITEM 1. DESCRIPTION OF BUSINESS
A. GENERAL
Codatek is a Nevada corporation formed on December 31, 1998. Its
principal place of business is located at Las Vegas Commerce Center, 1350
East Flamingo Road, Suite 688, Las Vegas, NV 89119.
Business of Issuer
Codatek Corp. was organized to engage in any lawful corporate business,
including but not limited to, research, design and development of computer
software technologies. The primary activity of Codatek Corp. currently
involves the research, design and development of computer software. The
Company has no current business operations.
EMPLOYEES
The Company has no full time employees. The Company's President has
agreed to allocate a portion of her time to the activities of the Registrant,
without compensation. The President anticipates that the business plan of
the Company can be implemented by her devoting approximately 10 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
officer.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company has no significant assets, property, or operating capital.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to, nor are its properties the subject of,
any pending legal proceedings and no such proceedings are known to the
Company to be threatened or contemplated by or against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders during the 4th
quarter of the fiscal year covered by this report. A notice of the completed
reorganization, as described above, was mailed to all shareholders of record.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER
MATTERS
Market Information
To the knowledge of current management, there is no public trading
market for the Company's common stock.
Holders
At December 31, 2000, there were approximately 44 holders of record of
the Company's common stock. As of December 31, 2000, there were
approximately 13,000,000 shares outstanding.
Dividends
The Company has not declared any cash dividends within the past two
years on its common stock. The Company does not anticipate or contemplate
paying dividends in the foreseeable future. It is the present intention of
management to utilize available funds, if any, for the development of the
Company's business.
ITEM 6. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS
OF OPERATIONS
As will be noted from the financial statements, the Company does not
have any present revenues, income, or material tangible assets other than
1,022,378 in cash, which is now under deposit until required. No detailed
analysis of operations can be completed until or unless the Company is
successful in the development of its software technology.
Plan of Operation
Codatek Corp plans to develop software that code and encode programs
and or files. Codatek plans to implement this plan by internal development.
Forward-Looking Statements
When used in this Form 10-K or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers,
forward sounding words or phrases such as "would be", "will allow", "intends
to", "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any forward-
looking statements, which speak only as of the date made, and advises readers
that forward-looking statements involve various risks and uncertainties and
are only reasonable projections of management based upon limited current
information. The Company does not undertake, and specifically disclaims, any
obligation to update any forward-looking statements to reflect occurrences or
unanticipated events or circumstances after the date of such statement.
Year 2000 Compliance
At present, the Company only has access to a desktop PC to maintain its
rudimentary accounting and check ledger entries. The Company has had this
computer reviewed and has determined that it and its software programs are
compatible with the change-over in the year 2000 and should not cause a
problem.
The year 2000 (hereafter Y2K) computer compliance problem is primarily
based upon the fact that many computers and computer software programs may
not be compatible with the year change from 1999 to the year 2000. As a
result, many computer programs may fail or lose data as the millennium
approaches. The Company has focused its concern on this Y2K problem in three
general areas. First, computer programs and related software owned or used by
the Company. Secondly, collateral equipment such as potential communication
systems and other equipment that relies upon computer based components.
Thirdly, Y2K problems which may occur within the industry in which the
Company may become involved.
As noted above, the Company has only access and use of a small desktop
PC which is Y2K compatible and therefore, does not believe any further review
or remedial work required to be Y2K compliant as to its in-house computer
systems. The Company is adopting a policy that any computer system purchased
will have to be warranted as Y2K compliant to be acquired by the Company.
Since the Company has no equipment which is reliant upon computer based
systems, it also has determined that it does not have any problem in the
second category, but has adopted a policy that any collateral equipment, such
as communication systems, that will have computer components will have to
have a warranty or certification that they are Y2K compliant to be purchased
or leased by the Company in the event of reorganization.
The Company believes that the foregoing constitutes all reasonable
efforts which may be taken and have been taken for Y2K compliance. If
necessary the Company will appoint an officer having responsibility for Y2K
compliance as part of the Company's due diligence efforts. To date, the
Company has not expended any measurable resources on Y2K compliance.
ITEM 7. FINANCIAL STATEMENTS
See attached financial statements.
ITEM 8. CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING &
FINANCIAL DISCLOSURE
The Company is not aware, and has not been advised by its auditors,
of any disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
---- --- --------------------------
Patricia Waite 59 President, Secretary, Treasurer
and Director
Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the business
experience of such persons during at least the last five years:
Ms. Waite, operated a pottery mail order business from 1990 to 1996.
Developed an interest in wine in Europe while on tour with husband in the US
military. Formed Mount Merlot Estates in 1996. Retired from that business in
1998 to pursue current company.
Involvement in Certain Legal Proceedings
None of the director/officers have been involved in any material
legal proceedings which occurred within the last five years of any type as
described in Regulation S-K.
Compliance With Section 16(a) of the Exchange Act
The Company does not have a class of equity securities registered
pursuant to Section 12 of the Exchange Act. As a result, no reports are
required to be filed pursuant to Section 16(a).
ITEM 10. EXECUTIVE COMPENSATION
During the last fiscal year, the Company's officer and director did
not receive any salary, wage or other compensation. During the current
fiscal year the Company has no present plans or means to pay compensation to
its officers and directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
The following table sets forth each person known to Codatek Corp., as of
December 31, 2000, to be a beneficial owner of five percent (5%) or more of
Codatek Corp.'s common stock, by Codatek Corp.'s directors individually, and
by all of the Codatek Corp.'s directors and executive officers as a group.
Each person has sole voting and investment power with respect to the shares
shown.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
Title of Class Name of Shares Percentage
Owner Beneficially Ownership
Owned
Common None None 0%
SECURITY OWNERSHIP OF MANAGEMENT
Title of Class Name of Amount and Nature Percent of
Benefial Owner of Beneficial Owner Class
Common Patricia Wiate 0 0
ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS
None.
ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K
(a) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION LOCATION
3.1 Articles of Incorporation Incorporated by reference to
Exhibit 3.1 to the Registrant's
Form 10-SB Registration
Statement filed on March 1, 2001
3.2 Bylaws Incorporated by reference to
Exhibit 3.2 to the Registrant's
Form 10-SB Registration
Statement filed on March 1, 2001
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the
year ending December 31, 2000.
Codatek Corp.
(A Development Stage Company)
Financial Statements
December 31, 2000 and December 31, 1999
Table of Contents
Page Number
Independent Accountant's Report 1
Financial Statement
Balance Sheets 2
Statements of Operations and Deficit
Accumulated During the Development Stage 3
Statement of Changes in Stockholders' Equity 4
Statement of Cash Flows 5
Notes to the Financial Statements 6 - 7
<PAGE>
David E. Coffey
Certified Public Accountant
3651 Lindell Road, Suite H
Las Vegas, NV 89103
(702) 871-3979
Independent Auditor's Report
To the Board of Directors and Stockholders
of Codatek Corp.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Codatek Corp., (a
development stage company) as of December 31, 2000, and December 31, 1999,
and the related statements of operations, cash flows, and changes in
stockholders' equity for the periods then ended, as well as the cumulative
period from December 3, 1998, (date of reception) to December 31, 2000.
These statements are the responsibility of Codatek Corp.'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 accompanying financial statements present fairly, in all
material respects, the financial position of Codatek Corp., as December 31,
2000, and December 31, 1999, and the results of operations, cash flows, and
changes in stockholders' equity for the periods then ended, as well as the
cumulative period from December 3, 1998, in conformity with generally
accepted accounting principles.
David Coffey, CPA
Las Vegas, Nevada
January 10, 2001
<PAGE> 1
Codatek Corp.
(A Development Stage Company)
Balance Sheets
Dec. 31, 2000 Dec. 31, 1999
------------- -------------
ASSETS
Cash $ 1,022,378 $ 6,453
------------ ------------
Total Assets $ 1,022,378 $ 6,453
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 14,400 $ 900
-------------- ------------
Total Liabilities 14,400 900
Stockholders' Equity
Common stock, authorized 50,000,000
shares at $0.001 par value, issued
and outstanding 13,000,000 shares
and 200,000 shares, respectively
after giving effect to a 60 to 1
stock split effective April 7, 2000 13,000 200
Additional paid in capital 995,600 8,400
Deficit accumulated during the
development stage ( 622) (3,047)
-------------- -----------
Total Stockholders' Equity $ 1,007,978 $ 5,553
Total Liabilities and Stockholder's
Equity $ 1,022,378 $ 6,453
============== ===========
The accompanying notes are an integral part of
these financial statements.
<PAGE> 2
Codatek Corp.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
(WITH CUMULATIVE FIGURES FROM INCEPTION)
<TABLE>
<CAPTION>
FROM INCEPTION
Year Ended Year Ended DEC. 3, 1998 TO
Dec. 31, 2000 Dec. 31,1999 DEC. 31, 2000
--------------- --------------- ---------------
</CAPTION>
<S> <C> <C> <C>
INCOME $ 25,425 $ 353 $ 25,778
EXPENSES
Organizational expenses 0 0 400
Consulting 0 500 500
Administrative fees 18,000 0 18,000
Professional fees 5,000 2,500 8,500
--------------- ------------- --------------
Total expenses 23,000 3,000 25,400
Net loss 2,425 (2,647) $ (622)
==============
Retained Earnings,
beginning of period (3,047) (400)
--------------- -------------
Deficit accumulated during
the development stage $ ( 622) $ (3,047)
=============== =============
Earnings (loss) per share,
assuming dilution, after
giving effect to a 60 to 1
stock split effective
April 7, 2000:
Net loss $ 0.00 $ (0.01) $ 0.00
=============== ============== =============
Weighted average shares
outstanding 9,716,667 183,333 4,756,000
=============== ============== ===============
</TABLE>
The accompanying notes are an integral part of
these financial statements
<PAGE> 3
Codatek Corp.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 3, 1998, (DATE OF INCEPTION) TO
DECEMBER 31, 2000
<TABLE>
<CAPTION>
Common Stock Additional Deficit TOTAL
Shares Amount Paid-in accumulated
Capital during the
Development
Stage
-------- -------- ---------- ----------- --------
</CAPTION>
<S> <C> <C> <C> <C> <C>
Balance,
December 3, 1998 0 $ 0 $ 0 $ 0 $ 0
Issuance of common stock
for cash December 1998 100,000 100 0 0 100
Less net loss 0 0 0 (400) (400)
-------- --------- ----------- ---------- ---------
Balance,
December 31, 1998 100,000 100 0 (400) (300)
Issuance of common stock
for cash March 1999 100,000 100 9,900 0 10,000
Less offering costs 0 0 (1,500) 0 (1,500)
Less net loss 0 0 0 (2,647) (2,647)
-------- -------- ---------- ---------- ---------
Balance,
December 31, 1999 200,000 200 8,400 (3,047) 5,553
Forward stock split
60 to 1, April 7, 2000 11,800,000 11,800 (11,800) 0 0
Issuance of common
stock for cash,
May, 2000 1,000,000 1,000 999,000 0 1,000,000
Less net loss 0 0 0 2,425 2,425
-------- --------- --------- -----------
Balance,
December 31, 2000 13,000,000 $ 13,000 $ 995,600 (622) $1,007,978
=========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE> 4
Codatek Corp.
(A DEVELOPMENT STAGE COMANY)
STATEMENTS OF CASH FLOWS
(WITH CUMULATIVE FIGURES FROM INCEPTION)
<TABLE>
<CAPTION>
FROM INCEPTION
Year ended Year Ended DEC. 3, 1998, TO
Dec. 31, 2000 Dec. 31, 1999 Dec. 31, 2000
--------------- -------------- ----------------
</CAPTION>
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY
OPERATION ACTIVITES
Net Income (loss) $ 2,425 $ (2,647) $ ( 622)
Adjustments to reconcile net
loss to cash used by operating
activity
Accounts Payable Increase 13,500 500 14,400
----------- -------------- ------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 15,925 (2,147) 13,778
CASH FLOWS USED BY
INVESTING ACTIVITIES 0 0 0
----------- -------------- ------------
Net cash used by
investing activities 0 0 0
CASH FLOWS FROM FINNANCING
ACTIVITIES
Sale of common stock 1,000 100 13,000
Paid-in capital increase 999,000 9,900 997,100
Less offering costs 0 (1,500) (1,500)
---------- -------------- ------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 1,000,000 8,500 1,008,600
---------- -------------- -------------
NET INCREASE IN CASH 1,015,925 6,353 $ 1,022,378
=============
CASH AT BEGINNING OF PERIOD 6,453 100
---------- --------------
CASH AT END OF PERIOD $1,022,378 $ 6,453
=========== ==============
</TABLE>
The accompanying notes are an integral part of
these financial statements.
<PAGE> 5
Codatek Corp.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000, AND DECEMBER 31, 1999
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on December 3, 1998, under the laws of the
STATE of NEVADA. The business purpose of the Company is to research, design
and development of computer software.
The Company will adopt accounting policies and procedures based upon the
nature of future transactions.
NOTE B OFFERING COSTS
Offering costs incurred in connection with the offering were deducted
from the net proceeds of the offering.
NOTE C EARNINGS (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted average
shares outstanding during the period. Diluted EPS is computed by dividing
net income by the weighted average shares outstanding, assuming all dilutive
potential common shares were issued. Since the Company has no common shares
that are potentially issuable, such as stock options, convertible securities
or warrants, basic and diluted EPS are the same.
NOTE D SALE OF COMMON STOCK
On March 23, 1999 the Company issued 100,000 shares of its common stock
at $.10 per share for $10,000 cash. On May 10, 2000, the Company sold in a
private placement 1,000,000 shares of common stock at $1.00 per share for a
total of $1,000,000. The net proceeds of the sales will be used in engage in
the research, design, and development of computer software.
All of the above shares were issued pursuant to an exemption from
registration statement requirements under Section 4(2) of the Securities Act.
<PAGE> 6
Codatek Corp.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000, AND DECEMBER 31, 1999
(Continued)
NOTE E STOCK SPLIT
On April 7, 2000, the Company approved a split of it's common stock at a
ratio of 60 to 1 at $.001 par value. The 200,000 shares outstanding at $.001
par value increased to 12,000,000 shares at $.001 par value issued and
outstanding. The number of shares of common stock authorized was unchanged
at 50,000,000 with a par value of $.001 per share.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
CODATEK CORP.
Dated: January 17, 2001 By: /s/ Patricia Waite
Patricia Waite
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Patricia Wiate President, Treasurer, January 17, 2001
Patricia Wiate Secretary and Director
