UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K-SB/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999, or
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____.
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
(Name of the Small Business Issuer in its charter)
Utah 000-28169 75-2184926
(State of incorporation) (Commission File Number) (Employer Identification No.)
806 S. St Paul, Dallas, Texas 75206
(Address of principal offices) (Zip Code)
Issuer's telephone number: (214) 742-1167
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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 Act of 1934 during the past
12 months and (2) has been subject to such filing requirement for the past 90
days.
X YES NO
--------- ---------
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1999:
$ 48,496
Shares of common stock outstanding at December 31, 1999: 8,557,670
<PAGE>
PART I
Item 1. Description of Business
General
Electrical Generation Technology Corporation (the "Company"), a Utah
corporation, was incorporated under the name of Park Avenue, Inc. on August 3,
1983. The Company changed the name to Electrical Generation Technology
Corporation on June 6, 1994. The company engaged in operations as an engineering
company for electrical instrumentation and utility construction projects. EGT' s
past customers have been federal, state and municipal governments. The scope of
projects completed has ranged from waste water treatment plants, sludge plants,
and power generation plants to various military applications of electrical
installations. The company has had no new contracts in the last four years.
EGT has designed and patented the Hydrogen Ignition Power Plant, a
solar powered system which produces large quantities of electrical power while
reducing the CO 2 , emissions normally found in coal-fired electrical plants,
resulting in a cleaner environment. EGT' s work in electronics and logic control
systems led to new developments in the technology now known as optoelectronics -
the marriage of light and electricity. The marketing of this technology has not
begun.
Today EGT maintains this patent and continues work on additional
designs and patents related to the Hydrogen Ignition Power Plant. Additionally,
EGT has directed its focus towards mergers and acquisitions of suitable
companies which demonstrate long term profitability and a seasoned management
team. Through consolidation and expansion of these companies EGT intends to
maximize net profits providing for a higher rate of return to stockholders.
Following are descriptions of the current acquisitions contemplated by Letters
Of Intent (attached as Exhibits to this filing):
Manage America Mortgage Services, L. L. C. will design, construct and service a
communication infrastructure, linking computer hardware and software. The
initial function of this network will be to facilitate the processing and
funding of mortgage loans by a network of associate loan officers located
throughout the county as well as direct loans made to borrowers via the
internet. Manage America's interactive virtual banker / personal banker
structure will insure uniqueness and personalized service not currently
available in today's market place of so called interactive banking.
Once this network is in place expansion will come via acquisitions of
existing Mortgage Brokerage operations whom would benefit by this technology and
consolidation. Manage America is currently discussing such mergers with several
Mortgage Brokerage firms who each have as many as 300 associate loan officers in
place. Manage America has not interred into an acquisition agreement with any of
these firms at this time in that Manage America believes it is important to get
the infrastructure in place first.
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Once Manage America has successfully began its acquisition phase it
will move from a Mortgage Brokerage firm to a Mortgage Banking Firm. This will
allow Manage America to move into the wholesale lending arena as well as acquire
existing portfolios from smaller wholesale houses including those who may be
distressed.
Manage America will develop specialized products which will be
innovative in its market. One such product will be a one time close,
construction / mortgage loan for A borrowers as well as credit challenged
borrowers. This product will emphasize service, not interest rate. The
construction phase of the loan will carry an interest rate in today's market of
twelve and one half percent to eighteen percent depending the borrowers and the
builders credit. The mortgage phase would be set a market rate depending on the
credit of the borrower. This process offers Manage America a substantial margin
on the construction phase. There are currently several lenders in Manage
America's market area engaged in the practice of providing builders with
construction loans under these same terms. None of these lenders have warped a
mortgage loan into their product. In fact construction lenders would benefit
from a relationship with Manage America in that a one time close guaranties them
of being taken out of the construction loan at completion.
Manage America's final step will be the acquisition of state and
federal banking operations. Once these acquisitions are complete the Mortgage
banking operations would be rolled up into the banking operations. Manage
America would then create a full service online banking operation. Manage
America believe online banking services as well as online mortgage lending is
the bases for a profitable financial institution of the future. We believe
strategic alliances with large internet related companies can provide rapid yet
controlled growth.
NO FLAME, L. L. C.
------------------
No Flame currently provides a business opportunity for applicators and
distributors of a patented flame retardant.
Last year, more than 9,000 people perished in home fires. And untold
numbers of family albums, heirlooms, original art, valuable records and
cherished pets were lost. Regrettably, every one of those fires could have been
prevented with No Flame, a patented colorless, odorless, non- toxic,
non-carcinogenic, non-allergenic, skin-safe liquid that flame-proofs any porous
surface to which it is applied. That means vulnerable areas of a home, such as
floors, ceilings, joists, framing-studs, and roofs can be sprayed with No Flame
during construction. In fact, anything treated with No Flame will not catch
fire.
How does No Flame work? By combining with combustible gases and tars,
No Flame converts them to harmless carbon char, nitrogen and carbon dioxide,
thus depriving the fire of fuel. No Flame has passed rigorous laboratory test on
a wide array of fabrics, textiles and other surfaces, conducted by nationally
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recognized independent United States laboratories. In short No Flame saves lives
and property like nothing else in the history of fire prevention. Whereas, the
use of fire retardants is not a new concept, the biggest surprise of all is how
economical No Flame is to use.
Several municipalities now require the use of a product such as No
Flame in new construction. It is anticipated that within the next five years all
municipalities may require the use a products such as No Flame. In some states
the State Board of Insurance have adopted discount policies for homes sprayed
with flame retardants. It is believed that all states will soon offer such
discounts.
No Flame will recruit nationally and internationally through an
aggressive advertising campaign distributors/applicators for their product.
Interested candidates after purchasing a preliminary information package will
then purchase a complete business opportunity package. Candidates can then make
application to become a distributor/applicator in a restricted market area. Fees
for distributor ships are based on market area.
FUTURE ACQUISITIONS:
In keeping with EGT's focus towards mergers and acquisitions EGT is
currently working within several industries where EGT is interested in acquiring
a presence.
EGT is currently engaged in acquisition discussions with a company who
has been in the industrial tire re-manufacturing and dismantling business. For
more than 20 years this company has perfected this process and developed a
prestigious client list. This company is a natural integration with EGT's
patented Hydrogen Ignition Power Plant. The merger of these two processes offers
the opportunity for several new patents as well as nationwide expansion through
company or franchised operations.
EGT is also engaged in acquisition discussions with several companies
in the food service industries. All of these companies operate multiple units.
All are in excess of twenty years old. Annual sales for each of these operations
range from $10,000,000.00 to $20,000,000.00 annually.
Employees
The Company has no paid employees at present although the officers
serve without remuneration.
Item 2. Description of Property.
The Company presently maintains its executive offices at 806 S. St Paul
Street, Dallas, Texas 75206. Mr. Tindell is donating office space to the Company
without charge. The Company plans to lease its own office space once it
completes the acquisitions outlined in this filing.
Item 3. Legal Proceedings.
At the time of this filing, the company is involved in no legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
3
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholders Matters.
The Company is organized under the laws of Utah, and its common stock
has been traded on the OTC Bulletin Board under the symbol of EGTC. No dividends
on the Company's common stock have been declared or paid since the Company's
inception and none are anticipated in the near future, since retained earnings
in the foreseeable future are expected to be reinvested by the Company into the
expansion of its marketing programs and the development of new products.
The Company had approximately 200 shareholders as of December 31, 1999
Calendar Quarter Ending High Low
----------------------- ---- ----
March 31, 1998 0.15 0.01
June 30, 1998 0.15 0.01
September 30, 1998 0.15 0.01
December 31, 1998 0.15 0.01
March 31, 1999 0.15 0.01
June 30, 1999 0.15 0.01
September 30, 1999 0.15 0.01
December 31, 1999 0.15 0.01
The above chart reflects the trading range during each quarter.
Since January of 1998 the Company has engaged in the following sales of
unregistered securities.
a. In January of 1998 1,521,064 common shares were issued to its
officers and directors at a valuation of five cents ($.05) per share in reliance
on the exemption from registration provided by Section 4(2) of the Securities
Act of 1933 (the "Act"). No underwriter was involved in the transactions and no
commissions or selling commissions were paid.
Item 6. Management's Discussion and Analysis or Plan of Operation
The Company's plan of mergers and acquisitions with companies which
demonstrate long term profitability and seasoned management will satisfy its
cash requirements. Mergers will be effected through stock exchanges. Although
the company may raise capital through the sale of stock in the future it is not
believed to be necessary to sustain operations.
The company will employee key management and accounting personal in the
future. Employee growth will occur as mergers and acquisitions occur. The
company intends to maintain a zero net effect to employee cost by consolidating
duplicate functions with merged or acquired companies.
Item 7. Financial Statements.
The financial statements dated December 31, 1999 are incorporated by
reference and attached as an exhibit to this document.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
The Company has not had any disagreements with its accountants
regarding accounting and financial disclosure.
4
<PAGE>
PART III
Item 9. Directors and Executive Officers, Promoters and Control Persons.
The following table lists the names and ages of the executive officers,
directors and key consultants of the Company. The directors will continue to
serve until the next annual shareholders meeting, scheduled for May, 2000, or
until their successors are elected and qualified. All officers serve at the
discretion of the Board of Directors.
Name Age Position Held Since
Elbert G. Tindell 52 Chief Executive Officer May 1999
801 S. St Paul Street Director
Dallas, Texas 75206
Jeffrey B. Tindell 24 President, Secretary & May 1999
806 S. St Paul Street Treasurer
Dallas, Texas 75206
Elbert G. Tindell: President. Mr. Tindell has over twenty five years
experience in national and international business affairs. From 1987 to 1995,
Mr. Tindell spent approximately twenty five percent of his time in Central
America. During the past three years he has lived in Europe and Asia where his
main focus has been on positioning EGT to take advantage of opportunities to bid
for both urban and rural infrastructure construction projects in Thailand. EGT
believes they have developed an impressive circle of successful business and
government contacts in Thailand and throughout Asia.
Jeffrey B. Tindell: President, Secretary and Treasurer. Mr. Tindell is
head of the corporate offices in Dallas and has maintained the stability of the
company while reorganizing the corporation. He has some experience in
reorganizing companies on a consulting basis.
To the knowledge of the Company, no present or former director,
executive officer or person nominated to become a director or executive of the
Company has ever:
1) Filed a bankruptcy petition by or against any business of which such
person was a general partner or executive officer wither at the time of the
bankruptcy or with two years prior to that time;
2) Had any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
3) Been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
5
<PAGE>
4) Been found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed suspended or vacated.
Item 10. Executive Compensation
The Company currently is not now paying, and has not during the past
three years, paid any compensation to officers, directors or executives. It does
not have any pension, profit-sharing, stock bonus, or other benefit plans. Such
plans may be adopted in the future at the discretion of the Board of Directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the amount and nature of beneficial ownership of
each of the executive officers and directors of the Company and each person
known to be a beneficial owner of more than five percent of the issued and
outstanding shares of the Company as of October 31, 1999. The table sets forth
the information based on 17,219,600 common shares issued and outstanding as of
October 31, 1999.
Amount and
Name of Nature of Percent
Beneficial Beneficial of
Title of Class Owner Ownership Class
--------------------------------------------------------------------------------
Common James Roach 511,667 6.06%
801 S. St Paul Street
Dallas, Texas 75206
Common Elbert Tindell 1,619,727 19.21%
806 S. St Paul Street
Dallas, Texas 75206
Common Elbert & Nancy Tindell 1,576,659 18.70%
801 S. St Paul Street
Dallas, Texas 75206
--------------------------------------------------------------------------------
Common All Directors and
Officers as a Group 3,708,053 43.97%
None of the foregoing have any right to acquire other or additional
shares of the Company. There is no existing arrangement which may result in a
change in control of the Company. However, if an active business is found with
which to enter into some form of corporate reorganization, a change in control
of the Company will be contemplated as part of such reorganization.
Item 12. Certain Relationships and Related Transactions
The only transactions between the Company and any officers, directors
or holders of more than five percent of any class of outstanding securities of
the issuer involve the issuance of common shares as compensation for services.
On January 5, 1998 the Board of Directors approved the issuance of
1,521,064 common shares to its officers and directors in exchange for services
valued by the company at $76,053 or $0.05 per share.
6
<PAGE>
Part III
Index to Exhibits:
Financial Statements
--------------------
Balance Sheets dated December 31, 1999 and 1998
Statement of Operations for Years Ended December 31, 1999 and 1998
Statement of Stockholders' Equity and accumulated Deficit for the
Years 1999 and 1998
Statement of Cash Flows for the Years Ended December 31, 1999 and 1998
SIGNATURES
Pursuant to the requirements of Section 12(g) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on September 9, 2000.
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
By: /s/ Gary L. Cain
----------------------------
Mr. Gary L. Cain, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on September 9, 2000.
<PAGE>
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
Financial Statements
December 31, 1999 and 1998
Charles E. Smith
CERTIFIED PUBLIC ACCOUNTANT
<PAGE>
Table of Contents
Page
Independent Accountant's Report 1
Balance Sheets 2
Statement of Operations 3
Statement of Stockholders' Equity and Accumulated Deficit 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 7
<PAGE>
<TABLE>
<CAPTION>
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
BALANCE SHEETS
December 31, 1999 and 1998
ASSETS
------
Dec 31, 1999 Dec 31, 1998
---------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash $0 $0
Advances
---------------- -----------------
Total current assets 0 0
OTHER ASSETS
Organization costs - net 56
---------------- -----------------
TOTAL ASSETS $0 $56
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
LIABILITIES
Accounts payable 5,000
Accounts payable - related party 9,954 8,484
Short term notes payable
Advances from shareholders 228,831 228,831
---------------- -----------------
Total Current Liabilities $243,785 $237,315
STOCKHOLDERS' EQUITY
Commonstock, $0.001 par value, 8,557,670 and 8,207,670 shares
issued and outstanding at December 31, 1999
and 1998 respectively 8,558 8,208
Additional paid-in-capital 150,516 143,866
Accumulated Deficit (402,859) (389,333)
---------------- -----------------
Total Stockholders' Equity (243,785) (237,259)
---------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 0 56
================ =================
</TABLE>
See accompanying notes
2
<PAGE>
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
STATEMENT OF OPERATIONS
Twelve Months Ended December 31, 1999 and 1998
Twelve months Twelve months
ended ended
Dec 31, 1999 Dec 31, 1998
---------------- -----------------
REVENUE: $ -0- $ -0-
OPERATING EXPENSE:
Amortization 57 57
Services - related party 69,803
General & administrative 8,470 500
---------------- -----------------
Total Operating Expense 8,527 70,360
---------------- -----------------
NET LOSS ($8,527) ($70,360)
================ =================
Weighted average shares outstanding 8,207,670 8,186,833
================ =================
LOSS PER SHARE ($0.00) ($0.01)
================ =================
See accompanying notes
3
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<TABLE>
<CAPTION>
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
Period from December 31, 1997 to December 31, 1999
Common Paid In Accumulated
Shares Amount Capital Deficit Total
----------------------------- --------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1987 6,686,606 $6,687 $75,459 ($318,848) ($236,702)
Shares issued for services
January 5, 1998 1,521,064 1,521 68,407 $69,928
Net Loss - 1998 (70,485) ($70,485)
----------------------------- --------------------------------- -----------------
Balance, December 31, 1988 8,207,670 $8,208 $143,866 ($389,333) ($237,259)
================================================================== =================
Shares issued for services
October 1, 1999 350,000 350 6,650 $7,000
Net Loss - 1999 (13,526) ($13,526)
----------------------------- --------------------------------- -----------------
Balance, December 31, 1999 8,557,670 $8,558 $150,516 ($402,859) ($243,785)
================================================================== =================
</TABLE>
See accompanying notes
4
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<TABLE>
<CAPTION>
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
STATEMENT OF CASH FLOWS
Twelve Months Ended December 31, 1999 and 1998
Twelve months Twelve months
ended ended
Dec 31, 1999 Dec 31, 1998
---------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($8,527) ($70,360)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Amortization 57 57
Advances from shareholder 1,470 500
Stock issued for services 7,000 69,803
---------------- -----------------
NET CASH (USED) BY OPERATING ACTIVITIES: 0 0
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes payable - short term 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 0 0
---------------- -----------------
NET INCREASE IN CASH $0 $0
CASH, BEGINNING OF PERIOD -0- -0-
---------------- -----------------
CASH, END OF PERIOD $0 $0
================ =================
</TABLE>
See accompanying notes
5
<PAGE>
ELECTRICAL GENERATION TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note A - Nature of Business and Summary of Significant Accounting Policies:
--------------------------------------------------------------------------------
History:
--------
The Company was organized under the laws of the State of Utah on August 3, 1983
under the name of Park Avenue, Inc. and on June 6, 1994 changed its name to
Electrical Generation Technology Corporation. The Company has been dormant for
the last three years but has signed two letters of intent to purchase assets of
a mortgage brokerage business and the assets of company with a fire retardant
product.
Basis of Accounting:
--------------------
It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in conformity with generally accepted accounting principles.
Sales are recorded as income in the period in which they are earned and expenses
are recognized in the period in which the related liability is incurred.
Revenue Recognition:
--------------------
Revenue is recognized when work is performed and amount invoiced.
Cash and Cash Equivalents:
--------------------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
Loss per Common Share:
----------------------
Loss applicable to common share is based on the weighted average number of
shares of common stock outstanding during the year.
Accounting Estimates:
---------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amount reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Tax:
-----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative minimum tax (ATM) system. The Company uses an
asset and liability approach for the accounting and financial reporting of
income tax. Under this method, deferred tax assets and liabilities are
determined based on temporary differences between the financial carrying amounts
and the tax bases of assets and liabilities using enacted tax rates in effect in
the years in which the temporary differences are expected to reverse.
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ELECTRICAL GENERATION TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note B - Stockholders' Equity:
------------------------------
Common Stock:
-------------
The Company is authorized to issue 50,000,000 common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At December 31,
1999 and December 31, 1998 there were 8,557,670and 8,207,670 shares outstanding
respectively.
The Company has not paid a dividend to its shareholders.
Preferred Stock:
----------------
The Company is authorized to issue 20,000,000 preferred shares of stock at a par
value of $1.00. No preferred stock is outstanding.
Note C - Income Taxes:
----------------------
The Company had net operating losses totaling of $84,987 for the periods
presented. No deferred tax asset has been recognized for the operating loss as
any valuation allowance would reduce the benefit to zero.
Note D - Going Concern:
-----------------------
The Company has minimal capital resources available to meet obligations expected
to be incurred given that it is a start up enterprise. Accordingly, the
Company's continued existence is dependent upon the successful operation of the
Company's plan of operations, selling common stock in the Company, or obtaining
financing. Unless these conditions among others are met, the Company may be
unable to continue as a going concern.
7
<PAGE>
Charles E. Smith
Certified Public Accountant
709-B West Rusk
Suite 580
Rockwall, Texas 75087
TELEPHONE (214) 212-2307
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
of Electrical Generation Technology Corporation
We have audited the accompanying balance sheets of Electrical
Generation Technology Corporation as of December 31, 1999 and 1998, and the
related statements of operations, stockholders' equity and accumulated deficit,
and cash flows for the years ended December 31, 1999 and 1998. 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.
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 provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Electrical
Generation Technology Corporation as of December 31, 1999 and 1998, and the
results of operations and its cash flows for the years ended December 31, 1999
and 1998 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As described in Note D to the
financial statements the Company is a start up enterprise and presently does not
have capital resources which raises doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustment that might arise from the outcome of this uncertainty.
Charles E. Smith
Rockwall, Texas
March 7, 2000
