As filed with the Securities and Exchange Commission on January 18, 2000
Commission File No. 34-000-27149
Securities and Exchange Commission
Washington, D.C. 20549
--------------
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FIRST AMENDMENT
ORION RESEARCH GROUP, INC.
(Exact name of small business registrant as specified in its charter)
Nevada 88-0372579
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
504 Mueller Lane, Minden NV 89423 775.782.4003
(Address and telephone number of principal executive offices)
Securities to be registered under Section 13 of the Act: NONE
Securities to be registered under Section 15(d) of the Act:
Common Stock, par value of $0.00001 per share
Herman Herbig, 504 Muller Lane, Minden NV 89423 (702) 782-4003
(Name, address and telephone number of agent for service)
Copies to:
Dominic M. Federico, Esq.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
<PAGE>
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Orion Research Group, Inc. (herein "Orion" or "Company") was incorporated on
December 5, 1996 under the laws of the State of Nevada. In December 1996,
pursuant to Subscription agreements, Orion sold 250,000 shares of its common
stock to 25 Investors for $2,500.00 cash. Orion had not yet engaged in any
business operations. The business purpose of Orion was, and remains, to seek out
and obtain an acquisition, merger or outright sale transaction, whereby its
Shareholders would benefit.
Orion's management has decided to voluntarily file this registration statement
with the SEC and cause Orion to become subject to the SEC's reporting
requirements under the Securities Act of 1934. These actions are being
taken:
(1) so that Orion's financial information will be equally available to all
interested parties and investors; (2) to meet certain listing requirements for
publicly traded securities; and (3) in order that Orion might be potentially
more attractive to a private business that has an interest in becoming a
reporting company be means of merging or otherwise affiliating itself with
Orion.
Proposed Business
Orion intends to locate and combine with an existing, privately held company,
which is profitable, or, in management's view, has growth potential,
irrespective of the industry in which it is engaged. At this time, Orion is not
engaged in any discussions with potential combination partners regarding a
possible business combination. However, Orion does not intend to combine with a
private company that may be deemed to be an investment company subject to the
Investment Company Act of 1940. A combination may be structured as a merger,
consolidation, and exchange of Orion's common stock for stock or assets or any
other form that will result in the combined enterprises becoming a publicly held
corporation.
Pending negotiation and consummation of a combination, Orion anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of revenue. Should Orion
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.
If Orion's management pursues one or more combination opportunities beyond the
Preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust Orion's ability to
continue to seek such combination opportunities before any successful
combination can be consummated. Due to Orion's limited resources and lack of
revenue, in the event such initial efforts to consummate a business combination
fail, Orion may not be able to seek additional combination partners. An
extensive search for a suitable combination partner may incur substantial
expenses, which Orion is unable to fulfill. A limited search shall be more
appropriate due to the aforementioned limited resources and revenue. Only slight
efforts may take place and once these efforts are exhausted the financial
constraints of Orion may result in an inability to seek future partners and thus
the end the search thereto. In that event, Orion's common stock will become
worthless and holders of Orion's common stock will receive a nominal
distribution, if any, upon Orion's liquidation and dissolution.
<PAGE>
Combination Suitability Standards
In its pursuit for a combination partner, Orion's management intends to
consider only combination candidates which are profitable or, in management's
view, have growth potential. Orion's management does not intend to pursue any
combination proposal beyond the preliminary negotiation stage with any
combination candidate that does not furnish Orion with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. In the event such a combination candidate is engaged in a high
technology business, Orion may obtain reports from independent organizations of
recognized standing covering the technology being developed and/or used by the
candidate. Orion's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that Orion will have sufficient funds to obtain such reports when
considering combination proposals or candidates. To the extent Orion is unable
to obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be increased. Furthermore, to the knowledge
of Orion's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
Embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
Restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will have been a defendant in a civi1 action, which resulted in a
final judgement against it or him awarding damages or rescission based
upon unlawful practices or sales of securities.
Orion's officers and directors will make these determinations by asking
pertinent questions of the management and/or owners of prospective combination
candidates. Such persons will also ask pertinent questions of others that may be
involved in the combination negotiations or proceedings. However, the officers
and directors of Orion will not generally take other steps to verify
independently information obtained in this manner which is favorable. Unless
something comes to their attention that puts them on notice of a possible
disqualification that is being concealed from them, such persons will rely on
information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
Orion has no employees.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion and analysis should be read in conjunction with Orion's
financial statements and the notes associated with them as set forth elsewhere
in this document. This discussion should not be construed to imply that the
results discussed herein will necessarily continue into the future or that any
conclusion reached herein will necessarily be indicative of actual operating
results in the future. This discussion represents only the best present
assessment by the management of Orion.
Caution Regarding Forward-Looking Information
This registration statement contains certain forward-looking statements and
information relating to Orion that are based on the beliefs of Orion or its
management as well as assumptions made by and information currently available to
Orion or its management. When used in this document, the words "anticipate",
"believe", "estimate", "expect" and "intend" and similar expressions, as they
relate to Orion or its management, are intended to identify forward-looking
statements. Such statements reflect the current view of Orion or its management
regarding future events and are subject to certain risks, uncertainties and
assumptions, including the risks and uncertainties noted. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. In each instance, the
forward-looking information should be considered in light of the accompanying
meaningful cautionary statements herein.
Company's History
Orion Research Group, Inc. was incorporated on December 5, 1996 under the laws
of the State of Nevada. In December, 1996, pursuant to subscription agreements,
Orion sold 250,000 shares of its restricted, unregistered common stock to 25
investors for $2,500.00 cash. All of the investors are still shareholders of
Orion.
Discussion of Financial Condition
Orion currently has no revenues, no operations and owns no assets. Orion will
remain illiquid until such time as a business combination transaction occurs, if
ever. No prediction of the future financial condition of Orion can be made.
Due to the lack of sustaining operations from inception, Orion is considered in
the development stage and, as such, has generated no significant operating
revenues and has incurred cumulative operating losses of $2455.
Accordingly,
Orion is dependent upon its current management and/or significant shareholders
to provide sufficient working capital to preserve the integrity of the
corporation during this phase.
Orion's independent auditor, Barry L. Friedman, P.C., CPA, expressed, in its
opinion on Orion's audited financial statements, doubt about Orion's ability to
continue as a going concern. Reference is made to Note 3 to the financial
statements of Orion included elsewhere in this registration statement.
<PAGE>
Plan of Business
General
While Orion conducts its search to locate and combine with an existing privately
held company, it will depend on the continued financial support of Herman G.
Herbig, the President, Secretary and Sole Director of the Company.
The Company's independent auditor's have raised substantial doubt about the
Company's ability to continue as a going concern since the Company has no
current source of revenue. Mr. Herbig has verbally indicated that he will, for a
minimum of the next twelve months, continue to fund the Company's immediate
needs for legal and accounting purposes and devote as much time as is needed to
pursue a business combination until fruition. Said going concern opinion by the
independent auditor shall be discussed in the following paragraphs.
The process for seeking a combination partner involves a strategic initiative
with several components in order to find the partner which best suits the
Company's interests. A detailed financial analysis of the partner is conducted
on any potential combination partner. Analysis on the company's assets,
liabilities, revenues, potential litigation, dividends, goodwill and business
reputation in the community shall occur in order to solidify all the criteria
sought after by the Company in a combination partner. The partner's may be
referred to the Company from other sources, found through research of the
Company's officers, directors or management.
Pending negotiation and consummation of a combination, Orion anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of revenue. Should Orion
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.
If Orion's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust Orion's ability to
continue to seek such combination opportunities before any successful
combination can be consummated. In that event, Orion's common stock will become
worthless and holders of Orion's common stock will receive a nominal
distribution, if any, upon Orion's liquidation and dissolution.
<PAGE>
Combination Suitability Standards
In its pursuit for a combination partner, Orion's management intends to consider
only combination candidates that are profitable or, in management's view, have
growth potential. Orion's management does not intend to pursue any combination
proposal beyond the preliminary negotiation stage with any combination candidate
that does not furnish Orion with audited financial statements for at least its
most recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. In the event such a
combination candidate is engaged in a high technology business, Orion may obtain
reports from independent organizations of recognized standing covering the
technology being developed and/or used by the candidate. Orion's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that Orion will have
sufficient funds to obtain such reports when considering combination proposals
or candidates. To the extent that Orion is unable to obtain the advice or
reports from experts, the risks of any combined enterprise's being unsuccessful
will be increased. Furthermore, to the knowledge of Orion's officers and
directors, neither the candidate nor any of its directors, executive officers,
principal shareholders or general partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will have been a defendant in a civil action which resulted in a final
judgement against it or him awarding damages or rescission based upon
unlawful practices or sales of securities.
Orion's officers and directors will make these determinations by asking
pertinent questions of the management and/or owners of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination negotiations or proceedings. However, Orion's
officers and directors will not generally take other steps to verify
independently information obtained in this manner which is favorable. Unless
something comes to their attention which puts them on notice of a possible
disqualification that is being concealed from them, such persons will rely on
information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
ITEM 3
DESCRIPTION OF PROPERTY
Orion has no properties or assets of any kind.
<PAGE>
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 15, 1999 with
regard to the beneficial ownership of the common stock by (i) each person known
to Orion to be the beneficial owner of 5% or more of its outstanding shares of
common stock; (ii) by the officers and directors of Orion individually and (iii)
by the officers and directors as a group.
- --------------------------------------------------------------------------------
Name & Address of Owner Number of Shares Owned Percent of Outstanding
The Business Advantage, Inc. 225,000(1) 90%
504 Muller Lane
Minden, Nevada 89423
- --------------------------------------------------------------------------------
Herman G. Herbig 1,750 1%
504 Muller Lane
Minden NV 89423
- --------------------------------------------------------------------------------
All Directors & Officers 226,750(1) 91%
as a Group (one person)
- --------------------------------------------------------------------------------
- ------------------------
(1) The Business Advantage, Inc. is owned by Herman G. Herbig and the shares
owned by that corporation are included in the total indicated for all
directors and officers as a group. Both that corporation and Mr. Herbig are
affiliates of Orion. Mr. Herbig is the sole shareholder of The Business
Advantage, Inc.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Orion has only one director and officer, Herman G. Herbig, who is 45 years old.
Mr. Herbig has been the President, Secretary and only director of Orion since
its formation in December 1996.
Mr. Herbig has been a licensed and practicing attorney in Minden and Las Vegas,
Nevada, specializing in estate planning, taxation, corporate law and probate
law, since 1988. He is also an accountant. From 1991 until 1995, he was the
Public Administrator for Douglas County, Nevada, an elected public official
responsible for the administration of decedents' estates on behalf of the
county.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors a have been elected and qualified. Officers are elected
or appointed by the Board of Directors and serve until resignation, death,
removal by the Board or until their successors are elected and qualified.
<PAGE>
No director or officer of Orion has been the subject of any order, judgment, or
decree of any court or any regulatory agency enjoining him from acting as an
investment advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company, bank,
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities nor has any such person
been the subject of an order of state authority barring or suspending the right
of such a person to be engaged in such activities or to be associated with such
activities.
No director or officer of Orion has been convected in any criminal proceeding
(excluding traffic violations) or is the subject of a criminal proceeding which
is currently proceeding. No director or officer of Orion is the subject of any
legal proceeding involving Orion or the performance of his duties as such
director or officer.
ITEM 6
EXECUTIVE COMPENSATION
None of the officers and directors of Orion are being currently compensated or
were compensated in any way for their service to Orion during the fiscal years
ended December 31, 1997 and 1998.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8
DESCRIPTION OF SECURITIES
Orion's Articles of Incorporation authorizes the issuance of 2,500,000 shares of
common stock, with a par value of $0.01 per share. There is no preferred stock
authorized. Orion currently has 25 shareholders. Holders of common stock are
entitled to one vote for each share owned on each matter submitted to a vote of
the shareholders but do not have cumulative voting rights. Currently there are
250,000 shares of common stock issued and outstanding. Orion's Board of
Directors has the legal authority to issue the remaining unissued authorized
shares (2,250,000 in number), without shareholder approval, for any purpose
deemed to be in the best interest of Orion.
All the shares of the common stock which are now outstanding are fully paid,
validly issued and nonassessable. Holders of the common stock currently have
preemptive rights to subscribe for or to purchase any additional securities
issued by Orion. Upon liquidation, dissolution or winding up of Orion, the
holders of common stock are entitled to share ratably in the distribution of
assets after payment of debts and expenses. There are no conversion, sinking
fund or redemption provisions, or similar restrictions with respect to the
common stock.
Holders of the common stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds legally available therefor. See
"Dividend Policy,"
<PAGE>
PART II
ITEM 1
MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
Orion, upon approval of this registration statement by the SEC, will file for
trading on the OTC Electronic Bulletin Board which is sponsored by the National
Association of Securities Dealers ("NASD"). The OTC Electronic Bulletin Board is
a network of securities dealers who buy and sell stock. The dealers are
connected by a computer network which provides current information on current
"bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for Orion's common
stock. As of January 10,2000 Orion had 25 stockholders. Currently only 23,250 of
the 250,000 shares issued and outstanding can be freely traded. 226,750
outstanding shares are deemed to be "restricted securities" as such term is
defined under Rule 144, in that such shares were issued in private transactions
not involving a public offering and may not be sold in the absence of
registration other than in accordance with Rules 144, 144(k) or 701 promulgated
under the Securities Act of 1933 or another exemption from registration.
In general, under Rule 144 as currently in effect, a person, including an
affiliate, who has beneficially owned shares for at least one year is entitled
to sell, within any three month period a number of shares that does not exceed
the greater of one percent of the then outstanding shares of our common stock or
the average daily weekly trading volume in our common stock during the four
calendar weeks preceding the date on which notice of such sales is filed,
subject to various restrictions. In addition, a person who is not deemed to have
been an affiliate of ours at any time during the 90 days preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two years
would be entitled to sell those shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from an
affiliate, such person's holding period for the purpose of effecting a sale
under Rule 144 commences on the date of transfer from the affiliates.
Orion has no outstanding options and no plans under which options or similar
instruments could be issued. Orion has no current plans to register any of its
securities under the Securities Act of 1933 for sale by security holders. There
is no current public offering of equity or debt. If the Board of Directors seeks
to raise additional capital in the near future it would attempt to sell
unregistered, restricted stock in a private placement. Due to the fact that
current stockholders have preemptive rights, any such offering would have to be
made first to them.
Orion's transfer agent is Securities Transfer Corporation, 16910 Dallas Parkway,
Suite 100, Dallas, Texas 75248.
<PAGE>
DIVIDEND POLICY
Orion has never paid or declared a cash dividend on its common stock and does
not intend to pay cash dividends in the foreseeable future. The payment by Orion
of dividends, if any, on its common stock in the future is subject to the
discretion of the Board of Directors and will depend on Orion's earnings,
financial condition, capital requirements and other relevant factors.
Item 2
LEGAL PROCEEDINGS
Orion is not a party to any pending litigation nor is it aware of any threatened
or potential legal proceeding.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE None
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES None
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Orion's bylaws provide that Orion will indemnify its directors and officers to
the full extent authorized or permitted under Nevada law. The bylaws also allow
reimbursement for certain costs of legal defense.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers and controlling persons of Orion. Orion has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and unenforceable.
PART - FINANCIAL STATEMENTS
EXPERTS
The audited financial statements and notes of Orion included in this
registration statement have been examined by Barry L. Friedman, P.C., CPA, to
the extent and for the periods indicated in the report with respect thereto, and
are included in reliance upon the authority of said firm as experts in auditing
and accounting.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant F-1
Balance Sheets as of April 30, 1999 and December 31, 1998 and 1997 F-2,3
Statements of Operations for the period January 1, 1999 to
April 30, 1999 and the years ended December 31, 1998 and 1997
and for the period December 6, 1996 (date of inception) to
April 30, 1999 F-4,5
Statements of Changes in Stockholders' Equity F-6
for the period from December 6, 1996 (date of inception)
to April 30, 1999
Statement of Cash Flows F-7,8
for the period January 1, 1999 to April 30, 1999 and
the years ended December 31, 1998 and 1997
and for the period December 6, 1996 (date of inception)
to April 30, 1999
Notes to Financial Statements F-9
PART III EXHIBITS
Exhibits, filed with this registration statement
Exhibit A Financial Statements
Exhibit 3.1 Articles of Incorporation of Orion*
Exhibit 3.2 Bylaws of Orion*
Exhibit 4.1 Specimen Stock Certificate for Common Shares*
Exhibit 23.1 Consent of Barry L. Friedman*
Exhibit 27 Financial Data Schedule*
*previously filed on Form 10-SB (August 26, 1999)
<PAGE>
EXHIBIT A-Financial Statements
ORION RESEARCH GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 30, 1999
December 31, 1998
TABLE OF CONTENTS
-----------------
PAGE
----
ACCOUNTANT'S LETTER F-1
BALANCE SHEET - ASSETS F-2
STATEMENT OF OPERATIONS F-4-5
BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY F-6
STATEMENT OF STOCKHOLDERS' EQUITY F-6
STATEMENT OF CASH FLOWS F-7-8
NOTES TO FINANCIAL STATEMENTS F-9-13
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors October 12, 1999
Orion Research Group, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Orion Research Group,
Inc. (A Development Stage Company), as of June 30, 1999, and December 31, 1998,
and the related statements of stockholders' equity for June 30, 1999, and
December 31, 1998, and statements of operation and cash flows for the three
months ending June 30, 1999, and June 30, 1998, for the six months ended June
30, 1999, and June 30, 1998, and the two years ended December 31, 1998, and
December 31, 1997, and the period December 5, 1996 (inception), to June 30,
1999. 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 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.
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 Orion Research
Group, Inc. (A Development Stage Company), as of June 30, 1999, and December 31,
1998, and the related statements of stockholders' equity for June 30, 1999, and
December 31, 1998, and statements of operation and cash flows for the three
months ending June 30, 1999, and June 30, 1998, for the six months ended June
30, 1999, and June 30, 1998, and the two years ended December 31, 1998, and
December 31, 1997, and the period December 5, 1996 (inception), to June 30,
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 #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
- ---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
F-1
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
-------------
ASSETS
------
6 Mos Ending Year Ended
June 30,1999 Dec.31,1998
----------------- ---------------
<S> <C> <C>
CURRENT ASSETS
CASH $ 0 $ 45
----------------- ---------------
TOTAL CURRENT ASSETS $ 0 $ 45
----------------- ---------------
OTHER ASSETS
ORGANIZATION COSTS (NET) $ 0 $ 1,021
----------------- ---------------
TOTAL OTHER ASSETS TOTAL ASSETS $ 0 $ 1,021
----------------- ---------------
TOTAL ASSETS $ 0 $ 1,066
----------------- ---------------
</TABLE>
See accompanying notes to financial statements and audit report
F-2
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
6 Mos. Ending Year Ended
June 30,1999 Dec.31,1998
----------------- ---------------
<S> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #5) $ 800 $ 0
---------------- ----------------
TOTAL CURRENT LIABILITIES $ 800 $ 0
---------------- ----------------
STOCKHOLDERS EQUITY (Note #4)
Common stock, $.01 par value
authorized 2,500,000 shares
issued and outstanding at
December 31, 1998 - 250,000 shares $ 2,500
June 30, 1999 - 250,000 shares $ 2,500
Additional paid in Capital 0 0
Accumulated loss -3,300 -1,434
TOTAL STOCKHOLDERS' EQUITY $ -800 $ 1,066
---------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 1,066
---------------- ----------------
</TABLE>
See accompanying notes to financial statements and audit report
F-3
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
3 Mos Ended 3 Mos Ended 6 Mos.Ended 6 Mos.Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0
--------------- ---------------- -------------- -------------
EXPENSES
General, Selling
and Administrative $ 845 $ 0 $ 845 $ 0
Amortization 0 175 1,021 175
-------------- ---------------- --------------- -------------
Total Expenses $ 845 $ 175 $ 1,866 $ 175
-------------- ---------------- --------------- -------------
Net Profit/Loss (-) $ -845 $ -175 $ -1,866 $ -175
-------------- ---------------- --------------- -------------
Net Profit/Loss(-)
per weighted
share (Note #2) $ -.0034 $ -.0007 $ -.0075 $ -.0007
-------------- --------------- --------------- ------------
Weighted average
number of common
shares outstanding 250,000 250,000 250,000 250,000
--------------- ---------------- --------------- -------------
</TABLE>
See accompanying notes to financial statements and audit report
F-4
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS (Continued)
Dec. 5,1996
Year Ended Year Ended (Inception)
December 31, December 31, to June 30,
1998 1997 1999
---- ---- ----
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
-------------- --------------- -------------
EXPENSES
General, Selling
and Administrative $ 285 $ 420 $ 1,550
Amortization 350 350 1,750
---------------- --------------- -------------
Total Expenses $ 635 $ 770 $ 3,300
---------------- --------------- -------------
Net Profit/Loss (-) $ -635 $ -770 $ -3,300
---------------- --------------- -------------
Net Profit/Loss(-)
per weighted
share (Note #2) $ -.0025 $ -.0031 $ -.0132
---------------- -------------- -------------
Weighted average
number of common
shares outstanding 250,000 250,000 250,000
---------------- --------------- -------------
</TABLE>
See accompanying notes to financial statements and audit report
F-5
<PAGE>
<TABLE>
<CAPTION>
Orion Research Group, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------ ------ ------- -------
<S> <C> <C> <C> <C>
Balance,
December 31, 1997 250,000 $ 2,500 $ 0 $ -799
Net loss, Year Ended
December 31, 1998 -635
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1998 250,000 $ 2,500 $ 0 $ -1,434
Net Loss
January 1, 1999, to
June 30, 1999 -1,866
--------------- ---------------- --------------- ----------------
Balance,
June 30, 1999 250,000 $ 2,500 $ 0 $ -3,300
--------------- ---------------- --------------- ----------------
</TABLE>
See accompanying notes to financial statements and audit report
F-6
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
3 Mos Ended 3 Mos Ended 6 Mos.Ended 6 Mos.Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ -845 $ -175 $ -1,866 $ -175
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Amortization 0 +175 +1,021 +175
Changes in Assets
and Liabilities
Organization Costs 0 0 0 0
Increase in current
Liabilities
Officers Advances +800 0 +800 0
--------------- ---------------- --------------- ---------------
Net cash used in
operating Activities $ -45 $ 0 $ -45 $ 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0
--------------- ---------------- --------------- ---------------
Net increase
(decrease)
in cash $ -45 $ 0 $ -45 $ 0
Cash, beginning
of period +45 0 +45 0
--------------- ---------------- --------------- ---------------
Cash, end of period $ 0 $ 0 $ 0 $ 0
--------------- ---------------- --------------- ---------------
</TABLE>
See accompanying notes to financial statements and audit report
F-7
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (CONTINUED)
----------------------------------
Dec. 5,1996
Year Ended Year Ended (Inception)
December 31, December 31, to June 30,
1998 1997 1999
---- ---- ----
<S> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ -635 $ -770 $ -3,300
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Amortization +350 +350 +1,750
Changes in Assets
and Liabilities
Organization Costs 0 0 -1,750
Increase in current
Liabilities
Officers Advances 0 0 +800
---------------- --------------- ---------------
Net cash used in
operating Activities $ -285 $ -420 $ -2,500
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 +2,500
---------------- --------------- ---------------
Net increase
(decrease)
in cash $ -285 $ -420 $ 0
Cash, beginning
of period 330 750 0
---------------- --------------- ---------------
Cash, end of period $ 45 $ 330 $ 0
---------------- --------------- ---------------
</TABLE>
See accompanying notes to financial statements and audit report
F-8
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 30, 1999 and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized December 5, 1996, under the laws of the State
of Nevada as Orion Research Group, Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
-----------------
The Company records income and expenses on the accrual method.
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 and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
Cash and equivalents
--------------------
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less
are considered to be cash equivalents. There are no cash
equivalents as of June 30, 1999.
F-9
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
----------------------------------------
June 30, 1999 and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
------------
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Reporting on costs of start-up activities
-----------------------------------------
In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 ("SOP 98-5"),
"Reporting on the Costs of Start-Up Activities" which provides
guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities
and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998
with initial adoption reported as the cumulative effect of a
change in accounting principle.
Loss Per Share
--------------
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings
Per Share". Basic loss per share is computed by dividing
losses available to common stockholders by the weighted
average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would
have resulted if dilative common stock equivalents had been
converted to common stock. As of June 30, 1999, the Company
had no dilative common stock equivalents such as stock
options.
Year End
--------
The Company has selected December 31st as its year-end.
F-10
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999 and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
--------------------
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal
business activities. Since the Company currently has no
operating business and does not use any computers, and since
it has no customers, suppliers or other constituents, there
are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30,
1999, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of December 31, 1998, is as follows:
Net operation loss carry forward $ 1,434
Valuation allowance $ 1,434
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in various
amounts from 2016 to 2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
F-11
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999 and December 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
------------
The authorized common stock of Orion Research Group, Inc. consists of
2,500,000 shares with a par value of $0.01 per share.
Preferred Stock
---------------
Orion Research Group, Inc. has no preferred stock.
On December 27, 1996, the Company issued 250,000 shares of its
$0.01 par value common stock in consideration of $ 2,500.00 in cash.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, operating company. Until
that time, the stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
F-12
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999 and December 31, 1998
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
F-13
<PAGE>
SIGNATURES
In accordance with Section 15(d) of the Securities Exchange Act of 1934, Orion
has caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Minden, State of Nevada,
on the ____ day of January, 2000.
ORION RESEARCH GROUP, INC.
By: /s/ Herman G. Herbig January ______, 2000
---------------------
Herman G. Herbig, President, Secretary
and sole Director
