UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended SEPTEMBER 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 000-29433
OPTIKA INVESTMENT COMPANY, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 33-0472224
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4505 Wasatch Blvd Ste 370 Salt Lake City, UT 84124
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 256-9600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 Exchange
Act of 1934 during the preceding 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.
[ X ] YES [ NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to
this Form 10-K. [ X ]
Revenue for the year ended September 30, 2000: $ 0.
As of December 21, 2000 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the
low or almost non-existing trading of the Registrant's Securities.
As of December 21, 2000 the number of shares outstanding of the Registrant's
Common Stock was 13,643,043.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Optika Investment Company, Inc. was originally incorporated on November 22,
1985 as Double Ought Green Corporation in the State of Utah for the purpose
of acquiring business entities or other investment activities. The Company
changed its domicile to Nevada in anticipation of an acquisition. In February
1999, the Company changed its name to Sumex Corporation. In March 1999, the
Company changed its name to EZIX.COM, Inc. In July 1999, the Company
acquired Ecenter, Inc. (a Utah Corporation) and changed its to name to
E-Center.com, Inc. The acquisition was later rescinded and the Company changed
its name to Merlin Software Technologies, Inc. in December 1999. The Company
changed its name to Optika Investment Company, Inc. in January 2000.
ITEM 2. DESCRIPTION OF PROPERTY
None
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - not applicable
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 2000, the Company has not been
able to obtain any reliable trading history for the period reported. During
the year ended September 30, 2000 there appeared to be little or no trading in
the stock of the Company. As of November 17, 2000, the Company had
approximately 278 shareholders of record.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board of Directors has no present intention of
declaring any dividends. For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its
business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company had no revenue during the year ended September 30, 2000.
Total stockholders' equity was $(1,934), as compared to $0 at September 30,
1999. The Company has no operating capital for future operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets and is currently in the process of
looking for business opportunities to merge with or acquire. At minimum, the
Company will need to raise additional capital through private funding to meet
the financial needs of being a reporting company. There is no guarantee that
the Company will be successful in obtaining necessary funding to develop any
business opportunities.
RESULTS OF OPERATIONS
The Company reported a loss of $(1,934) for the year ended September
30, 2000, compared to a loss of $(45,000) for the previous year. The Company
anticipates very little or no overhead from future operations until a successor
business can be acquired or merged.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its subsidiaries
have been filed as part of this report (see Item 8 "Financial Statements and
Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of September 30, 2000.
Statements of Operations for the years ended September 30, 2000 and
September 30, 1999.
Statement of Stockholders' Equity for the period from October 1, 1998
to September 30, 2000.
Statement of Cash Flows for the years ended September 30, 2000 and
September 30, 1999.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the
financial statements or notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's
Board of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (2000) Since Position with the
Company
Robert Wallace 65 1999 Director/President
Robert Wallace, President and Director, has been a teacher, counselor and
school administrator in the Southern California for the last 30 years. Since
his retirement from the school system, Mr. Wallace has been involved in
severalmergers and acquisitions for the past several years.
Mr. Wallace has a bachelors degree in animal husbandry from Brigham Young
University, a masters degree in counseling psychology from Arizona State
University, and a PHD in Counseling Psychology from USC.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
During the current fiscal year, no one in the Company's management
received more than $60,000 in compensation.
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS
There are currently no agreements with members of management as to
employment or compensation.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
There is currently no compensation paid to non-employment directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Robert Wallace 10,000,000 73.3%
(President and Director)
6975 South Union Park Center
Suite 600
Salt Lake City UT 84047
Citadel Consulting, LTD 712,000 5.22%
7950 Goodlad Street
Burnaby BC Canada V5E 2H9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than executive compensation, during the reported year the
Registrant did not enter into any transactions with management which are to
be reported under this Item.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(A) Exhibits
EXHIBIT
NO. DESCRIPTION
23.01 Consent of Crouch, Bierwolf & Chisholm
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the fiscal year
ended September 30, 2000.
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.
Optika Investment Company, Inc.
By:
/s/ Robert Wallace
Dated: December 21, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert Wallace President and Director December 21, 2000
(Principal Executive and
Financial Officer)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - September 30, 2000.
Statements of Operations - For the years ended September 30, 2000 and
September 30, 1999.
Statement of Stockholders' Equity - For the period from October 1, 1998
to September 30, 2000.
Statement of Cash Flows - For the years ended September 30, 2000 and
September 30, 1999.
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Optika Investment Company, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Optika Investment Company,
Inc. (a Utah Corporation) as of September 30, 2000 and the related statements of
operations, stockholders' equity, and cash flows for the periods ending
September 30, 2000 and 1999. These financial statements are the
responsibility of the management of Optika Investment Company, Inc. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits 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 audits provide 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 Optika Investment Company,
Inc. as of September 30, 2000, and the results of their operations and cash
flows for the periods ending September 30, 2000 and 1999 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 discussed in Note 7, the
Company's recurring losses and lack of working capital raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to those matters are also described in Note 7. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
November 17, 2000
OPTIKA INVESTMENT COMPANY, INC.
Balance Sheet
ASSETS
September 30,
2000
Assets
Total Assets $-
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts payable $1,934
Total Current Liabilities 1,934
Total Liabilities $1,934
Stockholders' Equity
Common Stock, 50,000,000 authorized
shares, $.001 par value, 13,643,043 shares
issued and outstanding 13,643
Additional Paid in Capital 418,161
Retained Deficit (433,738 )
Total Stockholders' Equity (1,934 )
Total Liabilities and Stockholders' Equity $ -
OPTIKA INVESTMENT COMPANY, INC.
Statements of Operations
For the Year For the Year
Ended Ended
September 30, September 30,
2000 1999
Revenue $ - $-
Expenses
General & Administrative 1,934 20,000
Settlement Cost for Acquisition &
Disposition of E-Center.com, Inc.
(Note 6) - 25,000
Total Expenses 1,934 45,000
Note Loss before Taxes (1,934) (45,000)
Taxes (Note 1) - -
Net (Loss) $ (1,934) $(45,000 )
Net (Loss) Per Share $ - $(.01 )
Weighted average shares outstanding 13,643,043 8,022,209
OPTIKA INVESTMENT COMPANY, INC.
Statement of Stockholders' Equity
Additional
Common Stock Paid-in Retained
Shares Amount Capital Deficit
Balance, October 1, 1998 153,043 $ 153 $386,311 $(386,804)
Cancellation of shares (10,000) (10) 10 -
Contribution to Capital - - 340 -
Shares issued for
services at $.001 per share 10,000,000 10,000 - -
Shares issued for cash
at $.01 per share 3,500,000 3,500 31,500 -
Net Loss, September 30, 1999 - - - (45,000 )
Balance, September 30, 1999 13,643,043 13,643 418,161 (431,804)
Net Loss, September 30, 2000 - - - (1,934 )
Balance, September 30, 2000 13,643,043 $13,643 $418,161(433,738 )
OPTIKA INVESTMENT COMPANY, INC.
Statement of Cash Flows
For the Year Ended
September 30,
2000 1999
Cash Flows from Operating Activities
Net loss $ (1,934) $ (45,000 )
Expenses paid by stockholder - 340
Stock issued for services - 10,000
Decrease in payables 1,934 (340)
Net Cash Flows used in Operating
Activities - (35,000 )
Cash Flows from Financing Activities
Common stock issued for cash - 35,000
Net Cash from Financing Activities - 35,000
Net increase (decrease) in cash - -
Cash, beginning of period - -
Cash, end of period $ - $ -
Supplemental Cash Flow Information
Cash Paid For:
Interest $ - $ -
Taxes $ - $ -
OPTIKA INVESTMENT COMPANY, INC.
Notes to The Financial Statements
September 30, 2000
NOTE 1 - BACKGROUND AND HISTORY
Optika Investment Company, Inc. was originally incorporated on November 22,
1985 as Double Ought Green Corporation in the State of Utah for the purpose of
acquiring business entities or other investment activities. The Company
changed its domicile to Nevada in anticipation of an acquisition.
In February 1999, the Company changed its name to Sumex Corporation. In March
1999, the Company changed its name to EZIX.COM, Inc. In July 1999, the Company
acquired Ecenter, Inc. (a Utah Corporation) and changed its to name to
E-Center.com, Inc. The acquisition was later rescinded and the Company
changed its name to Merlin Software Technologies, Inc. in December 1999. The
Company changed its name to Optika Investment Company, Inc. in January 2000.
NOTE 2 - STOCK TRANSACTIONS
In March 1999, the Company issued 3,500,000 shares for cash at $.01 per share.
Also in 1999, the Company issued 10,000,000 for services of an officer and
director at $.001 per share.
NOTE 3 - USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 4 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended September 30, 1998 and
was applied retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were
no temporary differences atSeptember 30, 2000 and earlier years; accordingly,
no deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards of approximately
$420,000 at September 30, 2000. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is not
presently determinable. Accordingly, the potential tax benefits of the net
operating loss carryforwards, estimated based upon current tax rates at
September 30, 2000 have been offset by valuation reserves of the same amount.
The Company has available approximately $420,000 in net operating loss
carryforwards that will begin to expire in the year 2005.
OPTIKA INVESTMENT COMPANY, INC.
Notes to The Financial Statements
September 30, 2000
NOTE 5 - REVERSE STOCK SPLIT
In March 1999, the Board of Directors approved a 1 for 40 reverse stock split.
In December 1999, the stockholders of the Company approved a 1 for 2 reverse
stock split. These financial statements have been retroactively restated to
reflect the reverse stock splits.
NOTE 6 - ACQUISITION / DISPOSITION OF ECENTER, INC.
In 1999, the Company entered into an agreement to merge with another company,
Ecenter, Inc., a Utah corporation. As part of the agreement, the Company sold
3,500,000 common shares to foreign investors for $.01 for working capital for
the merger. The merger was later rescinded and all monies left after the
expenses of the merger, mostly legal and professional fees, were left with the
departing entity as part of the rescission.
NOTE 7 - GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through
additional equity funding which will enable the Company to operate in
the future.
Management recognizes that, if it is unable to raise additional capital, it
cannot conduct any operations in the future.
NOTE 8 - EARNINGS (LOSS) PER SHARE
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in
accordance with FASB Statement No. 128.
We hereby consent to the use of our audit report of Optika Investment Company,
Inc. dated November 17, 2000 for the year ended September 30, 2000 in the Form
10KSB Annual Report for the year 2000.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
