U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-k
Nicole Industries, Inc.
-----------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 000-27079 68-0422343
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(State or other jurisdiction of SEC File (I.R.S. incorporation or
organization) Number Employer I.D. No.)
83-888 Ave. 51
Coachella, CA 92236
---------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (760) 398-9700
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
-----------------------------
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve months(or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
State issuer's revenues for its most recent fiscal year: $-0-
The aggregate market value of the voting stock held by non affiliates
of the registrant was not determinable because the common stock does not
trade on any market.
The number of shares outstanding of the issuer's classes of common stock
as of December 31, 1999:
Common Stock, $0.001 par value - 1,993,039
PART I
Item 1. Description of Business.
- - ---------------------------------
Business Development.
- - ---------------------
Nicole Industries, Inc. (the "Company") was organized under the laws of
the State of Nevada on January 3, 1996. The Company was incorporated to
engage in any lawful activity.
The Company's articles initially authorized the company, to issue a total
of 25,000 shares of common stock with no par value.
An amendment to the Articles of Incorporation of the Company on October
22, 1998, increased its authorized shares to 100,000,000 common stock with
a par value of $.001.
Item 2. Desccription of Property
The company's headquarters in Coachella CA is furnished by the Company's
President at o cost.
Item 3. Legal Proceedings
None
Item 4. Submission of matters to a vote of security holders.
None
Part II
Item 5. Management Discussion and Analysis or Plan of Operation.
- - -------------------------------------------------------------------
Plan of Operation.
- - ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the past three fiscal years.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing.
Results of Operations.
- - ---------------------
The Company has had no material operations since inception. Losses were
$.0, $.0, $.0, and ($16.) respectively, for the fiscal years ended December
31, 1999, 1998, 1997 and 1996. 1996 losses resulted from the issuances
of shares of common stock of the company for services rendered. These
services primarily related to maintaining the Company in good standing and
for the preparation and auditing of financial statements.
Liquidity.
- - ---------
The Company had no liquidity during the fiscal years ended December 31,
1996 through 1999. Except as stated under the heading "Plan of Operation,"
above, the Company does not contemplate raising capital over the next twelve
months by issuance of debt or equity securities. The Company has no loan
agreements with any officer or director.
Ordinarily any fees paid to management in connection with the
reorganization are first used to pay liabilities. If there are no funds
available, it is expected that management would contribute these amounts to
capital to pay these liabilities in hopes of enhancing the value of their
stock ownership.
Item 7. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ----------------- ------------------ --------
Dempsey K. Mork
Magellan Capital Corp. 397,527 19.95%
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork
Magellan Capital Corp. 600,000 30.10%
Pension Plan and Trust
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork
Magellan Capital Corp.
Profit Sharing Plan and Tr 600,000 30.10%
83-888 Ave. 51
Coachella, CA 92236
Dempsey K. Mork 98,904 4.96%
50-855 Washington Street PMB 244
La Quinta, CA 92253
---------- -----------
Sub Total 1,696,431 85.11%
Robert J. Filiatreaux 49,452 2.48%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 40,560 2.03%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. LeBoeuf 37,596 1.88%
P.O. Box 3171
Palm Springs, CA 92262
--------- --------
Total 1,824,039 91.50%
========= ========
Item 8. Security Ownership of Management.
- - ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/98 of Class
- - ---------------- ------------------ -------------
Dempsey K. Mork 1,696,431 85.110%
50-855 Washingtoin Street PMB 244
La Quinta, CA 92253
Robert J. Filiatreaux 49,452 2.48%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 40,560 2.03%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. Le Boeuf 37,596 1.88%
P.O. Box 3171
Palm Springs, CA 92262
Totals: 1,824,039 91.50%
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part I, Item 5, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
Changes in Control.
- - -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons.
- - -------- -------------------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These are the only persons whose
activities are expected to be material to the Company prior to the completion
of any merger or acquisition transaction. They will serve until the next
annual meeting of the stockholders (held in November of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- - ---- ---- ----------- --------------
Dempsey K. Mork Director and 6/30/96
President
Randall A. Baker Secretary 6/30/96
Business Experience.
Dempsey Mork is the majority shareholder, President, and Chairman of the Board
of Nicole Industries, Inc. since its formation. Mr. Mork is a officer
and director in the following corporations. Magellan Capital Corporation,
Ovvio Better Life, Inc., AG Holdings, Inc., Knickerbocker Capital Corporation,
Apex Capital Group, Inc., Asian Financial Inc., Northstar Ventures, Inc.,
Orion U.S.A. Inc., Southwest Holding and Development, and Stonebridge
Investment, Inc. One of Mr. Morks business activities is bringing private
companies public through a takeover/merger with a public company. In
addition, Mr. Mork assists these companies in complying with securities
regulations, and raising capital. Beginning in 1992 through 1996 Mr. Mork
maintained offices in Geneva, Switzerland and for part of that time Hong
Kong. During this period, Mr. Mork arranged financing for small US public
companies from European and Asian financial institutions.
Randall A. Baker. Mr. Baker is 55 years old. He attended the
University of Minnesota. After a tour in the United States Navy and a
navigation teaching stint in San Francisco, he began his investment
career with the Pacific Coast Stock Exchange followed by employment with a
number of major brokerage houses. He then was employed for twenty years as
Executive Vice President with Wm. Mason & Company, an Investment Counseling
firm in Los Angeles. Mr. Baker designed and implemented all data systems, was
responsible for trading, personnel and was the client/broker liaison. Mr.
Baker is currently employed as the Vice President for Magellan Capital
Corporation.
Significant Employees.
- - ----------------------
The Company has no employees who are not executive officers.
Executive Compensation.
- - --------------------------------
None
(1) In May, 1996, 624,039 shares of "unregistered" and
"restricted" shares of the Company's common stock, were
issued to:
397,527 Mgellan Capital Corp.
98,904 Dempsey K. Mork
40,560 Randall A. Baker
49,452 Robert J. Filiatreaux
37,596 Norbert L. Le Boeuf
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- ------------------------------------------------------------------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
Nicole Industries, Inc.
Date: 4/7/2000 By: /s/ Dempsey K. Mork
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Dempsey K. Mork, Director
and 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.
Thermal, California
I have audited the accompanying balance sheets of Nicole Industries, Inc. (a
Nevada Corporation) as of 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
December 31, 1999, and the results of its operations and its cash flows for
the year ended in conformity with generally accepted accounting principles.
/s/ David M. Winings
David M. Winnings
Palm Desert, California
April 5, 2000
- -1-
NICOLE INDUSTRIES, INC.
BALANCE SHEETS
December 31, 1999 and 1998
1999 1998
------ ------
ASSETS
CURRENT ASSETS
Cash in Bank 1,369 1,369
PROPERTY AND EQUIPMENT -0- -0-
OTHER ASSETS -0- -0-
------ ------
TOTAL ASSETS 1,369 -0-
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES -0- -0-
LONG TERM LIABILITIES -0- -0-
------ ------
TOTAL LIABILITIES -0- -0-
SHAREHOLDERS' EQUITY
COMMON STOCK 1,385 1,385
RETAINED EARNINGS (16) (16)
------ ------
TOTAL SHAREHOLDERS' EQUITY 1,369 1,369
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 1,369 11,369
====== ========
The accompanying notes are an integral part of these financial statements.
- -2-
NICOLE INDUSTRIES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Year Ended December 31, 1999 and 1998
1999 1998
------ ------
REVENUES -0- -0-
EXPENSES
Consulting Fees -0- -0-
------ ------
INCOME BEFORE INCOME TAXES -0- -0-
INCOME TAXES -0- -0-
------ ------
NET INCOME -0- -0-
BEGINNING RETAINED EARNINGS (16) (16)
DIVIDENDS -0- -0-
------ ------
ENDING RETAINED EARNINGS (16) (16)
====== ======
The accompanying notes are an integral part of these financial statements
- -3-
NICOLE INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 1999
1999 1998
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME -0- -0-
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-
CASH FLOWS FROM FINANCING ACTIVITIES
ISSUE CAPITAL STOCK -0- 1,369
------ ------
NET INCREASE (DECREASE) IN CASH -0- 1,369
CASH AT BEGINNING OF YEAR 1,369 -0-
-------- --------
CASH AT END OF YEAR 1,369 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.
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.
- -5-
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