Filer:
Company Data:
Company Conformed Name: NicoleIndustries, Inc.
Central Index Key:
Standard Industrial Classification
IRS Number: 68-0422343
State of Incorporation NV
Fiscal Year End: 12/31
Filing Values:
Form Type: 8-K/A
SEC Act:
SEC File Number 000-27079
Film Number
Business Address:
Street 1: 83-888 Ave. 51
Street 2:
City: Coachella
State: CA
ZIP: 92236
Business Phone: 760-398-0700
Mail Address:
Street 1: 83-888 Ave. 51
Street 2:
City: Coachella
State: CA
Zip 92236
United States
Securities and Exchange Commission
Washington D.C. 20549
Form 8-K/A
Amendment No. 1
Current Report
Pursuant to section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report ( Date of earliest event report) October 4, 2000
Nicole Industries, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-27079 68-0422343
(Commission file number) (IR Employer Identification no.)
83-888 Ave. 51,
Coachella, CA 92236
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (760) 398-9700
Item 1. Agreement and Plan of Reorganization.
On July 21, 2000 the company agreed to issue 93,000,000 shares of its common
stock to Aluko USA, a Delaware corporation, against the delivery of
31,627,075 of Aluminum Korea Co. Ltd., a corporation organized under the laws
of Korea "Aluko Korea". The shares of common stock of Aluko Korea owned
by the company represents 50.01% of the issued and outstanding voting stock
of Aluko Korea. As a result of the company's stock issuance, Aluko USA will
own 93% of the outstanding stock of the company.
Aluko Korea was founded in 1986 and is the largest manufacturer in Korea of
etched and formed aluminum foils in electrolytic capacitors. Etched and formed
aluminum foil is an essential raw material for electrolytic capacitors.
On July 21, 2000, and in connection with the company's issuance of the shares
of common stock to Aluko USA, Dempsey K. Mork and Randall A. Baker, the two
existing officers and directors appointed the successor officers and
directors and then resigned. The newly appointed directors are Ju Young Park
and Min-Kyung Park.
Mr. Ju Young Park is the President and Chief Executive Officer of the company.
Mr. Park is a founder and the President of Aluko Korea. He received his
Bachelor of Science degree in mechanical engineering from Hanyang University
in South Korea. Prior to founding Aluko Korea, Mr. Park worked for seventeen
years with Daewo Electronics Corporation. Prior to leaving Daewo Electronics,
Mr. Park was General Manager in charge of its Research and Development.
Ms. Min-Kyung Park is the Chief Financial Officer and Secretary of the company.
She joined Aluko Korea in 1999. She graduated from Iwho Women's University
in Korea and studied at Oregon State University.
Company Overview
Through its operating company named Aluko that was founded in 1986, the
company has been a leading manufacturer of etched and formed aluminum foils.
The company is ISO9002 certified to meet the world standard. Aluminum foil is
a main raw material for electrolytic capacitors that are commonly used for
both industrial and household electronics. Aluko is a fast growing company in
a very stable market environment because of the extensive usage of capacitors
in all electronics.
Products
Etched aluminum foils: Cathode foils, Anode foils
Formed aluminum foils
Selective List of Customers
Japan: Sanyo, Matsushita, Hitachi, Elna
Europe: Siemens, Philips, Aerovox
Korea: Samsung, Daewoo.
Others Countries: Taiwan, China, Hong Kong, Singapore, India,
Product Description
Etched and formed aluminum foil is essential to electrolytic capacitors as a
raw material. By charging and discharging electricity, the capacitor is a
primary passive component in electrical circuits including resistors and
inductors. In order to obtain a higher electric charge, the capacitor must
have a higher capacitance, which can be established by enlarging the surface
area of the electrode material. An etching process is the solution technique
used to enlarge the surface area of aluminum foil. After etching has been
completed, the aluminum foil surface is then laminated with a hydro-oxide
layer through the forming process.
Market Forecasting
Electrolytic capacitors account for 25% of the global capacitor market.
According to Yano Economic Research, the market is expected to grow 8.3%
annually over the next 5 consecutive years with the explosive demand of
digital equipments. The aluminum foil market will show the similar growth
rate as capacitor market since there is strong corelations between two
products. Total sales of electrolytic aluminum capacitors recorded
around $3.2 billion in 1999. Total sales of cathode foils was $104 mil in 1999
and that of anode foils was $1.1 billion.
Profitability & Market Environments
Regardless of high profitability, entrance barriers to the business remain as
high due to the technological difficulties in the manufacturing processes.
Aluko currently enjoys around 22.4% average gross margin rate with
approximately 10% net profit while competitors reach 15.8% of gross margin.
Through its continuous cost-reducing measures and superior technological
innovation and improvement in quality, Aluko is planning to expand its
production capacity to reach 15% market share in the world within the next
3 years.
In Asia, Aluko is able to maintain its competitiveness against Japanese and
European counterparts through superior quality and price advantages. Chinese
and Taiwanese aluminum foil makers are not expected to pose a serious threat
to Aluko in terms of product quality.
Aluko is steadily gaining market share from Japanese competitors. Currently,
Aluko is a major supplier of cathode foils to Japanese capacitor
manufacturers. Since 1994, Sanyo has been purchasing 90% of its essential
cathode foils from Aluko and Hitachi began to fill 50% of its needs from
Aluko in 1996. Matsushita designated Aluko as its priority-order supplier in
1999. Elna is also increasing its volume of business with Aluko.
Philips, a Dutch multinational, has been Aluko's customer for 10 years.
Siemens in Germany and Aerovox in England use Aluko's products after Aluko
successfully passed their quality test. The U.S. market is getting more
attention because high quality capacitors are in great demand for HDTV and
electric vehicles. Japanese capacitor makers, such as Matsushita and
Chemi-Con, have begun local production in the U.S. Aluko will make further
inroads into the U.S. by supplying products to Matsushita New Demand
Accumulated production of HDTV by 2010 is expected to be 207,754,000 units
according to forecasting by the American Electronics Association. Since HDTV
requires 3 times more capacitors than conventional TV, the business
potential for aluminum foils manufacturers is enormous. The introduction of
electric and/or hybrid vehicle will boost up the demand of electrolytic
capacitors even further. Because an electric vehicle consumes 30 times more
capacitor than conventional TV sets, it is expected that the demand of
aluminum foils will increase accordingly.
Explanatory Note
This Amendment No. 1 on Form 8-K/A to the current Report on Form 8-K ("Form
8-K") for 8/3/2000 of Nicole Industries, Inc. (the "Company") is submitted
in order to provide the required Financial Statements of the company and
Nicole Industries, Inc. under Item 7 of Form 8-K. Therefore, the Company
hereby amends its Form 8-K in accordance with rule 12b-15 under the
Securities Exchange Act of 1934.
Item 7 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited balance sheets of Nicole Industries, Inc. as of July 31,
2000 and the related Statements of operations, stockholder's equity
and cash flows through July 31, 2000.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned therunto duly authorized.
Date: October 4, 2000
Nicole Industries, Inc.
By:/s/ J.Y. Park
Ju Young Park, President
David M. Winings, CPA
75-140 St. Charles Place
Suite B
Palm Desert, CA 92211
(760) 341-5450
(760) 341-5449 (Fax)
To the Board of Directors
Nicole Industries, Inc.
Coachella, California
I have audited the accompanying balance sheets of Nicole Industries, Inc. (a
Nevada Corporation) as of July 31, 2000 and December 31, 1999 and the related
statements of income and retained earnings, and cash flows for the year 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 Nicole Industries, Inc as of
July 31, 2000 and December 31, 1999, and the results of its operations and its
cash flows for the periods ended in conformity with generally accepted
accounting principles.
/s/ David M. Winings
David M. Winnings
Palm Desert, California
October 4, 2000
-1-
NICOLE INDUSTRIES, INC.
BALANCE SHEETS
July 31, 2000 and December 31, 1999
July 31 1999 1999
------- ------
ASSETS
CURRENT ASSETS
Cash in Bank 14,407 1,369
PROPERTY AND EQUIPMENT -0- -0-
OTHER ASSETS
Investment in Wholly Owned
Subsidiary (IAT) See Note 4 5,596,965 -0-
Organization Costs 224,597 -0-
--------- ------
TOTAL ASSETS 5,795,969 1,369
========= ======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES -0- -0-
LONG TERM LIABILITIES
Notes Payable - Related Parties 50,000 40,000
See Note 3
------ ------
TOTAL LIABILITIES 50,000 40,000
SHAREHOLDERS' EQUITY
COMMON STOCK 1,386 1,385
PAID IN CAPITAL 5,794,764 0
RETAINED EARNINGS (50,181) (40,016)
--------- --------
TOTAL SHAREHOLDERS' EQUITY 5,745,969 (38,631)
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 5,795,969 1,369
========= ========
The accompanying notes are an integral part of these financial statements.
-2-
NICOLE INDUSTRIES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Seven Months Ended July 31, 2000 and Year Ended December 31,1999
July 31, 2000 1999
------ ------
REVENUES -0- -0-
EXPENSES
Consulting Fees 10,000 10,000
Office Expenses 165 0
-------- --------
INCOME BEFORE INCOME TAXES (10,165) (10,000)
INCOME TAXES -0- -0-
------- --------
NET INCOME (10,165) (10,000)
BEGINNING RETAINED EARNINGS (40,036) (30,036)
DIVIDENDS -0- -0-
-------- --------
ENDING RETAINED EARNINGS (50,181) (40,036)
======== ========
The accompanying notes are an integral part of these financial statements
-3-
NICOLE INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
For the Seven Months Ended July 31, 2000 and Year Ended December 31, 1999
July 31, 2000 1999
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (10,165) (10,000)
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING
ACTIVITIES -0- -0-
------ ------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES -0- -0-
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0-
INVESTMENT IN WHOLLY OWNED
SUBSIDIARY (5,556,965) -0-
ORGANIZATION COSTS ( 224,597)
----------- ------
NET CASH FLOWS FROM INVESTING
ACTIVITIES (5,781,562) -0-
CASH FLOWS FROM FINANCING ACTIVITIES
NEW BORROWINGS 10,000 10,000
ISSUE CAPITAL STOCK 5,794,765 -0-
--------- ------
NET INCREASE (DECREASE) IN CASH 5,804,765 10,000
CASH AT BEGINNING OF YEAR 1,369 1,369
--------- --------
CASH AT END OF YEAR 14,407 1,369
========= ========
SUPPLEMENTAL DISCLOSURES
INTEREST PAID -0- -0-
INCOME TAXES PAID -0- -0-
The accompanying notes are an integral part of these financial statements
-4-
NICOLE INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Nicole Industries, Inc. was organized under the laws of the State of Nevada on
January 3, 1996. The Company was incorporated primarily to engage in any
lawful activity.
NOTE 2 STOCK TRANSACTIONS
The Articles of Incorporation authorized the Company to issue up to 25,000
shares of capital stock at no par value.
On May 15, 1996, 16,001 shares were issued to individuals in return for
services rendered.
On October 6, 1998, the Articles of Incorporation were amended to authorize
the Company to issue 100,000,000 shares of capital stock, at a par value of
$.001.
On October 15, 1998, the Board of Directors issued a 39 to 1 forward split of
its capital stock shares.
On December 15, 1998, the Board of Directors agreed to sell up to 1,500,000
shares of its common stock at the stated par value of $.001.
As of December 31, 1998, 1,993,039 shares of common stock were issued and
outstanding.
On July 11, 2000, Nicole Industries, Inc, entered into an agreement and
plan of reorganization. Under the agreement, it issued 93,000,000 shares
of common stock to the owners of Aluko USA, Inc., a Delaware Corporation,
in return for all outstanding shares of Aluko, USA, Inc. Aluko, USA, Inc.
through its wholly owned subsidiary, IAT Korea, Inc. owns 50.01% of Aluko,
Korea. Please see additional information in Note .
NOTE 3 RELATED PARTY TRANSACTIONS
On May 15, 1996, shares of capital stock were issued to individuals in return
for services rendered. These individuals include officers of the corporation.
Beginning in 1996, the corporation issued a note payable to the President
of the Corporation in the amount of $10,000 each year. The note was in payment
for administrative expenses paid on behalf of the corporation by the President.
This transaction was not recorded in prior years. Accordingly a prior period
adjustment in the amount of $40,000 is made.
NOTE 4 INVESTMENT IN WHOLLY OWNED SUBSIDIARY
As of June 11, 2000, the corporation acquired a wholly owned subsidiary, IAT,
Korea. IAT Korea owns 50.01% share in Aluko, Korea, a Korean Manufacturer of
electrolytic capicitors. The investment in IAT Korea is maintained on the
equity method of accounting.
