U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
(Mark One)
X__Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1999.
__Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to
_____________.
Commission File No: 0-28043
PATHWAY CORP
(Name of small business in its charter)
DELAWARE 52-2177760
__________________________________________________________
(State or other (IRS Employer Identification
jurisdiction of Incorporation) No.)
1220 North Market Street, suite 606
__________________________________________________________
Address of Principal Executive Office (street and number)
Wilmington, Delaware 19801
__________________________________________________________
City, State and Zip Code
(Issuer's telephone number: (718) 997-7838
Securities to be registered under Section 12(b) of the Act:
Title of each class
__________________________________________________________
N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, .00001 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
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 ____
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. ___
State issuer's revenue for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in
Rule 12b-2): -0-
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates
on the basis of reasonable assumptions, if the assumptions are stated.
(Issuers involved in bankruptcy proceedings during the past five
years) Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes ____ No ____
(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 10,635,000 as of March 20, 2000.
(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The listed documents should be clearly described
for identification purposes.
PART I
Item 1. DESCRIPTION OF BUSINESS
Business Development
The Company was incorporated under the laws of the State of
Delaware on January 16, 1998, and is in the early developmental and
promotional stages. To date the Company's only activities have been
organizational ones, directed at developing its business plan and
raising its initial capital. The Company has not commenced any
commercial operations. The Company has no full-time employees and owns
no real estate.
The Company elected to file a Form 10-SB registration
statement, which became effective on January 11, 2000, on a voluntary basis
in order to become a reporting company under the Securities Exchange Act
of 1934. The Company is a "blind pool" or "blank check" company, whose
business plan is to seek, investigate, and, if warranted, acquire one or more
properties or businesses, and to pursue other related activities intended to
enhance shareholder value. The acquisition of a business opportunity may be
made by purchase, merger, exchange of stock, or otherwise, and may
encompass assets or a business entity, such as a corporation, joint
venture, or partnership. The Company has very limited capital, and it
is unlikely that the Company will be able to take advantage of more than
one such business opportunity. The Company intends to seek
opportunities demonstrating the potential of long-term growth as opposed
to short-term earnings.
Competition
The Company expects to encounter substantial competition in
its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies,
small investment companies, and wealthy individuals. Many of these
entities will have significantly greater experience, resources and
managerial capabilities than the Company and will therefore be in a
better position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from other
public blind pool companies, many of which may have more funds available
than does the Company.
Employees
The Company is in the development stage and currently has no
employees. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need
to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their
availability will be addressed in connection with the decision whether
or not to acquire or participate in specific business opportunities.
Item 2. Description of Property.
The Company currently maintains a mailing address at 98-01
67th Avenue, Rego Park, NY 11374, which is the address of its President.
The Company pays no rent for the use of this mailing address. The
Company's telephone number is 718-997-7838. The Company does not believe
that it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations described herein.
However, the need for additional office facilities may be necessary once
the Company acquires a business.
Item 3. Legal Proceedings
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of the
Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market Price and Dividends on the Registrant's Common Equity
and Other Shareholder Matters
As of December 31, 1999, there was no currently
trading public market for the Company's shares. As of December 31, 1999, the
Company's securities were held of record by a total of approximately
20 persons.
No dividends have been paid
to date and the Company's Board of Directors does not anticipate paying
dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION.
Liquidity and Capital Resources
As of December 31, 1999, the Company remains in the
development stage. Since inception, it has experienced no significant
change in liquidity or capital resources or stockholder's equity other
than the receipt of proceeds in the amount of $106 from its inside
capitalization funds and receipt of additional paid-in capital totaling
$2,797. Consequently, for the fiscal year
ended December 31, 1999, the Company's balance sheet reflects
current and total assets of $2,361, in the form of cash, and no
liabilities.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.
Results of Operations
During the period from January 16, 1998 (inception)
through December 31, 1999, the Company has engaged in no signifi-
cant operations other than organizational activities, acquisition of
capital and preparation and filing of its registration statement on Form
10-SB under the Securities Exchange Act of 1934, as amended,
compliance with its periodical reporting requirements and initial
efforts to locate a suitable merger or acquisition candidate. No
revenues were received by the Company during this period.
Plan of Operations
For the fiscal year ending December 31, 2000, the Company
expects to continue its efforts to locate a suitable business acquisition
candidate and thereafter to complete a business acquisition transaction.
The Company anticipates incurring a loss for the fiscal year as a
result of expenses associated with compliance with the reporting
requirements of the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The
Company does not expect to generate revenues until it completes a
business acquisition, and, depending upon the performance of the
acquired business, it may also continue to operate at a loss after
completion of a business combination.
Liquidity and Capital Resources
The Company believes it will require additional capital above the $2361 it
had on December 31, 1999, in the amount of approximately $3,000 in order
to pay the costs associated with completion and filing of this report on Form
10-KSB and the costs associated with compliance with its continuing reporting
obligations under the Securities Exchange Act of 1934, as amended, for the
fiscal year ending December 31, 2000. This additional capital will be
required whether or not the Company is able to complete a business
combination transaction during the current fiscal year. Furthermore,
once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially.
No specific commitments to provide additional funds have been
made by management or other stockholders, and the Company has no
current plans, proposals, arrangements or understandings to raise
additional capital through the sale or issuance of additional securities
prior to the location of a merger or acquisition candidate. Accordingly,
there can be no assurance that any additional funds will be avail-
able to the Company to allow it to cover its expenses. Notwithstanding
the foregoing, however, to the extent that additional funds are
required, the Company anticipates receiving such funds in the form of
advancements from current shareholders without the issuance of
additional shares or other securities, or through the private placement
of restricted securities. In addition, in order to minimize the amount
of additional cash which is required in order to carry out its business
plan, the Company might seek to compensate certain service providers
by issuances of stock in lieu of cash.
Item 7. Financial Statements
The Company's financial statements, consisting of the balance sheet for the
year ended December 31, 1999 and related statements of loss and accumulated
deficit, stockholders' equity, and cash flows for the years ended
December 31, 1999 and 1998, have been audited by Roger S. Graff, independent
certified public accountant, which along with his report thereon, appears on
pages F-1 through F-7 hereof.
Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors and Executive Officers
The directors and officers currently serving the Company are
as follows:
Name Age Positions Held and Tenure
Robert Scher 57 Chairman of the Board of
Directors
Carol Kaplan 56 President, Secretary, Treasurer
and Director
Robert Scher has been Chairman of the Board of Directors
of the Company since August 1, 1999. Additionally, he has been
Chairman of the Board and President of U.S.A Growth Inc, a
publicly traded company, from July 1995 until July, 1999.
He has also been the President of Growth Net Inc. since May
10, 1999. Mr. Scher has a B.A. in accounting from the City
University of New York, Baruch College . He has been an
accountant with the Health and Hospital Corporation since
1971 - 1999. He is currently a self-employed tax consultant
and a private investor. He is the brother of Carol Kaplan.
Carol Kaplan has been a Director as well as President and
Secretary/Treasurer of the Company since its inception.
She is currently a self-employed consultant in computers and financial
analysis. Ms. Kaplan received a BA in mathematics and
computer science and a MS degree in education. Ms
Kaplan is also a recipient of a National Science Foundation
grant in computer science. She is the sister of Robert
Scher.
The Company does not have a standing audit, nominating, or compensation
committees of the Board of Directors, or committees performing similar
functions. Last year, the Board of Directors met on three occasions.
The term of office of each director is one year or until his successor is
elected at the Company's annual meeting and qualified. Each officer is
appointed by the Board of directors and serves at the discretion of the Board.
The Certificate of Incorporation of the Company provides for indemnification
of officers and directors to the fullest extent permitted by Delaware law.
Item 10. Executive Compensation.
Other than the initial shares of Common Stock issued pursuant
to consulting agreements, the Company does not currently pay any salary or
fees to its officers or directors but the Board of Directors may elect to do
so in the future. None of the officers and directors intends to devote more
than 10% of his time to the Company's affairs.
The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the number of shares of Common
Stock of the Company beneficially owned, directly or indirectly, by (i)
each of the Company's officers, and directors; (ii) all persons known to
the Company to be beneficial owners of more than five percent (5%) of the
outstanding shares of Common Stock; and(iii) all officers and directors
as a group:
Name and Address of Number of Shares % of Class
Beneficial Owner Beneficially Owned
Robert Scher 200,000 1.9
900 West 190th Street
New York, NY 10040
Carol Kaplan 10,000,000 94.0
98-01 67th Avenue
Rego Park, NY 11374
All directors and
officers as a group 95.9
(two persons)
The Company is unaware of any arrangement, the operation of which, at a
subsequent date, may result in a change in control of the Company.
Effective May 1, 1991, the Securities and Exchange commission promulgated
new rules under Section16 of the Securities Exchange Act of 1934. The
Company believes that during the preceding year the executive officers and
directors have complied with all Section 16 requirements.
Item 12. Certain Relationships and Related transactions
None
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits have previously been filed on a Form10 -SB
Registration Statement with the Securities and Exchange Commission and
are hereby incorporated by reference pursuant to Rule 12b-23:
3.1 Certificate of Incorporation
3.2 By-laws of the Company
10.1 Consultation Agreement
10.2 Consultation Agreement
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K for its last quarter
of the year, ended December 31, 1999
ROGER S. GRAFF
CERTIFIED PUBLIC ACCOUNTANT
27 CONCORD ROAD
PORT WASHINGTON, NY 11050
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
The Board of Directors and Stockholders of
Pathway Corp.
I have audited the accompanying balance sheet of Pathway Corp. (a development
stage company) as of December 31, 1999, and the related statements of loss and
accumulated deficit, stockholders' equity, and cash flows for each of the two
years then ended, and for the period from inception (January 16, 1998) to
December 31, 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 our 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 Pathway Corp. as of
December 31, 1999, and the results of its operations and cash flows for the
period then ended, in conformity with generally accepted accounting principles.
Roger S. Graff, CPA (NY)
PORT WASHINGTON, NY 11050
March 21, 2000
F-1
Pathway Corp.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,361
Total current assets 2,361
TOTAL ASSETS $ 2,361
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 0
Total current liabilities 0
TOTAL LIABILITIES $ 0
STOCKHOLDERS EQUITY
Common stock,$.00001 par value,
100,000,000 shares authorized,
10,635,000 shares issued and
outstanding at December 31, 1999 106
Additional paid-in capital 2,797
Deficit accumulated
during the development stage (542)
Total stockholders' equity $ 2,361
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 2,361
The accompanying notes are an integral part of this statement
F-2
PATHWAY CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
Cumulative
January 16, 1998
(Date of Inception) Year Jan. 1, 1999
to Ended to
December 31, 1999 Dec. 31, 1998 Dec. 31, 1999
REVENUE $ 8 $ 0 $ 8
EXPENSES:
Consulting expenses 550 250 300
INCOME (LOSS) (542) (250) (292)
INCOME TAXES:
Federal 0
State 0
0
NET INCOME (LOSS) (542) (250) ( 292)
NET INCOME (LOSS) PER SHARE
OF COMMON STOCK NIL NIL NIL
WEIGHTED AVERAGE NUMBER OF
SHARES OF COMMON STOCK
OUTSTANDING DURING THE
PERIOD Note (2) 10,000,000 10,166,000
The accompanying notes are an integral part of this statement
F-3
PATHWAY CORP.
(A Development Stage Company)
Statements of Cash Flows
the Period From Inception (January 16, 1998) to December 31, 1999
Cumulative
January 16, 1998
(Date of Inception) Year Jan. 1, 1999
to Ended to.
December 31, 1999 Dec. 31, 1998 Dec.31, 1999
Cash Flows From Operating Activities:
Net (loss) $ (542) $ (250) $ (292)
Adjustments to reconcile net (loss)
to net cash provided by (used in)
operating activities:
Issuance of common stock
for services 250 250 -
Increase (decrease)in accounts payable
---------- ---------- ----------
Net cash provided by (used in)
operations (292) - (292)
---------- ---------- ----------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
----------- ---------- ----------
Cash flows from financing activities:
Issuance of common stock 2653 - 2653
----------- ---------- ---------
Net cash provided by (used in)
financing activities 2361 - 2361
---------- ---------- ----------
Net increase (decrease) in cash and
cash equivalents 2361 - 2361
------------ ---------- ----------
Beginning cash and cash equivalents - - -
---------- ---------- ----------
Ending cash and
cash equivalents $ 2361 $ - $ 2361
========== ========== ==========
Supplemental disclosure of cash flow information:
Cash paid for: Income taxes $ - $ - $ -
Interest $ - $ - $ -
Supplemential schedule of non-cash investing and financing activities:
Common shares issued for organization
costs $ - $ - $ -
The accompanying notes are an integral part of this statement.
F4
Pathway Corp.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From (Inception) January 16, 1998, through
December 31, 1999
Deficit Accumulated
During the
Common Stock Development Stage Total
---------------- ----------------- ------
Shares Amount
------ ------
Shares issued for
services at $.001
per share during
January, 1998 250,000 $ 250 $250
Net (loss) for the period - - (250) (250)
--------- ---------- --------- -----
Balance Dec. 31, 1998 250,000 250 (250) -
Shares issued for
services during
August, 1999 5,000 200 200
40:1 stock split:
common stock,p.v $.001 (255,000) -
common stock,p.v $.00001 10,200,000 -
shares issued
during November, 1999 190,000 3 3
shares issued
during November, 1999
at $.01 per share to
investors 245,000 2,450 2450
Net (loss) for the
period 1/1/99-12/31/99 - - (292) (292)
--------- -------- --------- -------
Balance December 31, 1999 10,635,000 $2,903 $ (542) $2,361
========== ======== ========= =========
The accompanying notes are an integral part of this statements.
F-5
Pathway Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development stage company
Pathway Corp. (a development stage company) (the "Company") was incorporated
under the laws of the State of Delaware on January 16, 1998. The current
registered office of the Company is 1220 North Market Street, Suite 606,
Wilmington, Delaware 19801. The current principal office of the corporation
is 1220 North Market Street, Suite 606, Wilmington, Delaware 19801.
The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not
engaged in any business other than organizational efforts. It has
no full- time employees and owns no real property. The Company registered
with the U.S. Securities and Exchange Commission under the Securities
Exchange Act of 1934 and the registration became effective on
January 11, 2000. The company intends to operate as a capital market
access corporation and
intends to seek to acquire one or more existing businesses which have existing
management, through merger or acquisition. Management of the Company will
have virtually unlimited discretion in determining the business activities
in which the Company might engage.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal year
The fiscal year end of Company is the calendar year ending December 31.
Loss per share
Loss per share was computed using the weighted average number of shares
outstanding during the period.
Statement of cash flows
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.
Use of estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principals requires the Company's management
to make estimates and assumptions that effect the amounts reported in
these financial statements and accompanying notes. Actual results could
differ from those estimates.
Consideration of Other Comprehensive Income Items
SFAF 130 Reporting Comprehensive Income, requires companies to present
comprehensive income
(consisting primarily of net income plus other direct equity changes and
credits) and its components as part of the basic financial statements.
For the year ended December 31, 1999, the Company's financial statements
do not contain any changes in equity that are required to be reported
separately in comprehensive income.
Stock Basis
Shares of common stock issued for other than cash have been assigned amounts
equivalent to the fair value
of the service or assets received in exchange.
2. STOCKHOLDERS' EQUITY
Pursuant to a consulting services and subscription agreement dated
January 17, 1998, Carol Kaplan was issued 250,000 shares of the common
stock at par value .001 of the Company for a value of $250.00 in services.
On November 2, 1999 there was a 40:1 stock split and the 250,000 shares
were exchanged for 10,000,000 shares at par value of .00001 of the common
stock of the Company.
As of December 31, 1999, 10,635,000 shares of the common stock of the Company
were issued and outstanding.
3. RELATED PARTY TRANSACTIONS
The Company's two directors and officers are also shareholders. Robert Scher
controls 200,000 shares of the common stock of the Company (approximately
1.9% of the outstanding shares).
Carol Kaplan is a principal shareholder and controls 10,000,000 shares of
the common stock of the Company (approximately 94% of outstanding shares).
Robert Scher's shares were issued for the cash price of $200.
Carol Kaplan's shares were issued for services which have been valued at
$250. A mailing address is being provided to the Company by Carol Kaplan
at no charge.
4. INCOME TAXES
The Company has Federal net operating loss carry forwards of approximately
$542 expiring in the year 2013 through 2015. The tax benefit of these net
operating losses, which totals approximately $ 83 has been offset by a full
allowance for realization. This carry forward may be limited
upon the consummation of a business combination under IRC Section 381.
F-7
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: March 23, 2000
Pathway Corp.
__________________________________
Carol Kaplan, 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 on the dates indicated.
Name Title Date
_____________ President March 23, 2000
Carol Kaplan Director
_________________ Director March 23, 2000
Robert Scher
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S FORM 10-KSB AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-TYPE> YEAR
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<PERIOD-END> DEC-31-1999
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