U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended April 30, 2000
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No.
-----------
0-30499
CHIROPRACTIC 21 INTERNATIONAL, INC.
-------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 84-0911532
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST, SUITE 110 Salt Lake City,
Utah 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
CHIROPRACTIC 21 INTERNATIONAL, INC.
-------------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: $.004 par value
common stock
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes No X
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company'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 revenues for its most recent fiscal year: April 30, 2000 -
$0.
<PAGE>
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 prices of such stock, as of a specified date within the past 60
days.
July 15, 2000 - $3,072. There are approximately 768,208 shares of common
voting stock of the Company not held by affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.004 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None, Not applicable;
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
July 15, 2000
1,398,208
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
Organization and Charter Amendments.
-----------------------------------
Chiropractic 21 International, Inc., (the "Company") was organized under the
laws of the State of Nevada on July 1, 1970, under the name Instant Hot Water,
Inc., to conduct any or all lawfull business for which corporations may be
organized.
On September 23, 1970, the Articles of Incorporation were amended to state the
following: "The authorized capital structure of this corporation is Three
Hundred Thousand Dollars ($300,000). Pro-rata ownership of the corporation shall
be expressed as ownership of shares of common, capital stock. All shares are of
the same class and have the same rights. The authorized capital structure of
this corporation shall be divided into 30,000,000 shares. Thus, creating a par
value for each share of $0.01."
On October 29, 1970, the Articles of Incorporation were amended to state the
following amended article. "To qualify as a director of this corporation, each
member of the board of directors must have at least ONE HUNDRED (100) shares of
the common voting stock of this corporation, each director must keep at least
ONE HUNDRED (100) shares of the common voting stock of this corporation while a
director. Directors of this corporation need not be residents of the State of
Nevada, not citizens of the United States.
On October 6, 1972, the Articles of Incorporation were amended to state the
following amended articles. "The name of the corporation shall be Western
Medical Industries, Inc." and "The authorized capital structure of this
corporation shall be divided into 15,000,000 shares, 1,000,000 shall be active
trading. No pre-emptive right to the stockholders are created, and Article 9 of
the Articles of Incorporation still is applicable."
On November 4, 1980, the Articles of Incorporation were amended, tne
corporation's name was changed from Spudcohol Industries, Inc. to Ameracol
Technology, Inc.
On July 15, 1983, the Articles of Incorporation were amended to state the
following amended articles. "The name and style of the corporation is and shall
be: Chiropractic 21 International, Inc.," furthermore "The aggregate number of
shares and the amount of the total authorized capital of the said corporation
shall consist of 75,000,000 shares of $.004 par value common stock plus
10,000,000 shares of $.10 par value preferred stock in such series and with such
rights as may be determined by the Board of Directors. All shares, when issued,
will be fully paid and non-assessable, and the private property of stockholders
shall not be liable for corporate debts. See Part III, Item 1, of the Company's
Registration Statement on Form 10SB12G.
<PAGE>
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Business.
---------
The Company was principally involved in the developing and marketing of a
computer based management and practice system for chiropractic physicians
including entering into joint ventures, leases, partnerships, and acting as a
general partner in these ventures. These operations proved to be unsuccessful
and ended over ten years ago.
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over ten years. The Company may begin the
search for the acquisition of assets, property or business that may benefit the
Company and its stockholders, once the Board of Directors sets guidelines of
industries in which the Company may have an interest.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.
Risk Factors.
------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Extremely Limited Assets; No Source of Revenue. The Company has virtually
no assets and has had no revenue for over the past ten years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired business will produce any material revenues for
the Company or its stockholders or that any such business will operate on a
profitable basis. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may acquire. To the
extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock." Moreover, Reg.
Section 240.15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
<PAGE>
Principal Products or Services and their Markets.
-------------------------------------------------
None; not applicable
Competition.
------------
None; not applicable
Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------
None; not applicable
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------
None; not applicable
Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------
None; not applicable
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer, is not an
investment company, and if a majority-owned subsidiary, the parent is also a
small business issuer, provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more. The
Company is deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets.
Research and Development.
------------------------
None; not applicable
Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------
None; not applicable
Number of Employees.
-------------------
None; not applicable
Item 2. Description of Property.
-----------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its shareholder, Duane S. Jenson, and are currently provided
at no cost. Because the Company has had no business, its activities have been
limited to keeping itself in good standing in the State of Nevada. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Jenson of providing the use of his office and
telephone have been minimal.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
During the year ended April 30, 2000, no matter was submitted to a vote of
the Company's securities holders, whether through the solicitation of proxies or
otherwise.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
------------------
There has been no "public market" for shares of common stock of the
Company. However, the Company intends to submit for quotations regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers ("NASD"); however, management does not expect any public market to
develop unless and until the Company completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's common stock
will develop or be maintained.
Holders
-------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 2038.
Dividends
---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------
On September 11, 1999, the Company issued 13,789 unregistered and
restricted shares to Jenson Services in consideration of the payment of
$1,378.90 for audit and other corporate expenses incurred on behalf of the
Company.
On September 11, 1999, the Company issued 210,000 "unregistered" and
"restricted" shares to each of itS three current officers and directors, for a
total of 630,000 shares. These shares were in consideration of services
rendered.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last ten fiscal years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture. As of April 30, 2000, it had no cash or cash equivalents. If additional
funds are required during this period, such funds may be advanced by management
or stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Report, it is impossible to predict the
amount of any such loan. However, any such loan should not exceed $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any negotiations with any person regarding any
such venture.
Results of Operations.
----------------------
Other than restoring and maintaing its good corporate standing in the State
of Nevada, compromising and settling its debts and seeking the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations in the two
most recent calendar years.
At April 30, 2000, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the period ended April 30, 2000, the Company had a net loss of
$6,326. The Company has received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.
Liquidity.
---------
The Company has no cash or cash equivalents on hand. If additional funds
are required, such funds may be advanced by management or stockholders as loans
to the Company. Because the Company has not identified any acquisition or
venture, it is impossible to predict the amount of any such loan.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended April 30, 2000 and 1999
Independent Auditors' Report
Balance Sheets - April 30, 2000
Statements of Operations for the years ended
April 30, 2000 and 1999
Statements of Stockholders' Equity for the
years ended April 30, 2000 and 1999
Statements of Cash Flows for the years ended
April 30, 2000 and 1999
Notes to the Financial Statements
<PAGE>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Financial Statements and Independent Auditors' Report
April 30, 2000
<PAGE>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Balance Sheet -- April 30, 2000 2
Statements of Operations for the years ended April 30, 2000 and 1999, and
for the period from Reactivation [December 15, 1998] through April 30,
2000 3
Statements of Stockholders' Deficit for the years ended April 30, 2000 and
1999, and for the period from Reactivation [December 15, 1998] through
April 30, 2000 4
Statements of Cash Flows for the years ended April 30, 2000 and 1999, and
for the period from Reactivation [December 15, 1998] through April 30, 5
2000
Notes to Financial Statements 6 -- 8
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Chiropractic 21 International, Inc.[a development stage company]
We have audited the accompanying balance sheet of Chiropractic 21
International, Inc. [a development stage company] as of April 30, 2000, and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended April 30, 2000 and 1999, and for the period from Reactivation
[December 15, 1998] through April 30, 2000. 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 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 Chiropractic 21
International, Inc. [a development stage company] as of April 30, 2000, and the
results of operations and cash flows for the years ended April 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 2 to the
consolidated financial statements, the Company has accumulated losses from
operations, no assets, and a net working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/S/ MANTYLA MCREYNOLDS
Mantyla McReynolds
Salt Lake City, Utah
June 15, 2000
<PAGE>
<TABLE>
<CAPTION>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Balance Sheet
April 30, 2000
ASSETS
<S> <C> <C>
Assets $ -0-
------------------
Total Assets $ -0-
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accounts payable $ 0
Payable to shareholder - Note 4 5,165
------------------
Total Liabilities 5,165
Stockholders' Deficit:
Capital Stock -- 75,000,000 shares authorized having a
par value of $.004 per share; 1,398,208 shares issued
and outstanding - NOTE 4 5,593
Additional paid-in capital 958,923
Deficit accumulated prior to the development stage (938,764)
Deficit accumulated during the development stage (30,917)
------------------
Total Stockholders' Deficit (5,165)
------------------
Total Liabilities and Stockholders' Deficit $ -0-
==================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Statements of Operations
For the Years Ended April 30, 2000 and 1999, and for the Period from Reactivation
[December 15, 1998] through April 30, 2000
Reactivation
through
April 30,
2000 1999 2000
-------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
General & Administrative Expenses 30,451 466 30,917
-------------- --------------- ---------------
Operating Loss (30,451) (466) (30,917)
-------------- --------------- ---------------
Net Loss Before Income Taxes (30,451) (466) (30,917)
Current Year Provision for Income Taxes -0- -0- -0-
-------------- --------------- ---------------
Net Loss $ (30,451) $ (466) $ (30,917)
============== =============== ===============
Loss Per Share $ (.03) $ (.01) $ (.03)
============== =============== ===============
Weighted Average Shares Outstanding 1,162,504 754,419 1,053,736
============== =============== ===============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Years Ended April 30, 2000 and 1999, and for the Period from Reactivation
[December 15, 1998] through April 30, 2000
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------------ ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance, December 15, 1998
(date of reactivation) 6,159,732 $ 24,639 $ 914,125 $ (938,764) $ 0
Net loss for the Period from
December 16, 1998 through
April 30, 1999 (466) (466)
------------ ---------- ------------ ------------ -------------
Balance, April 30, 1999 6,159,732 24,639 914,125 (939,230) (466)
Issued shares for debt, at par 137,890 552 552
Issued shares to officers for
services, at par 6,300,000 25,200 25,200
Reverse split shares, 1 for (11,199,414) (44,798) 44,798 0
Net loss for the year ended 0
April 30, 2000 (30,451) (30,451)
------------ ---------- ------------ ------------ -------------
Balance, April 30, 1999 1,398,208 $ 5,593 $ 958,923 $ (969,681) $ (5,165)
============ ========== ============ ============ =============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended April 30, 2000 and 1999, and for the Period from Reactivation
[December 15, 1998] through April 30, 2000
Reactivation
through
2000 1999 April 30, 2000
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Loss $ (30,451) $ (466) $ (30,917)
Adjustments to reconcile net income to net cash provided by
operating activities:
Issued stock for services 25,200 25,200
Increase in current liabilities 5,251 466 5,717
----------- ----------- --------------
Net Cash Used for Operating Activities 0 0 0
Net Increase/(Decrease) in Cash 0 0 0
Beginning Cash Balance 0 0 0
----------- ----------- --------------
Ending Cash Balance $ 0 $ 0 $ 0
=========== =========== ==============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 0 $ 0 $ 0
Cash paid during the year for income taxes 0 0 0
Supplemental Disclosure of Non-Cash transactions
Issued stock for debt $ 552 $ 0 $ 552
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Notes to Financial Statements
April 30, 2000
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
Chiropractic 21 International, Inc. (the Company) incorporated
under the laws of the State of Nevada on July 1, 1970, as Instant
Hot Water, Inc. The Company became dormant for many years, then
was revived under the name Americol Technology, Inc., on August
21, 1982. On May 31, 1983, the Company changed its name to
Chiropractic 21 International, Inc., and began developing a
computer-based professional practice system for chiropractic
physicians. The Company was unsuccessful in this business and
became dormant again until December of 1998 when the Directors
began efforts to reactivate the Company.
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles. The
following summarizes the more significant of such policies:
(b) Income Taxes
The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 109 [the Statement], Accounting for
Income Taxes. The Statement requires an asset and liability
approach for financial accounting and reporting for income taxes,
and the recognition of deferred tax assets and liabilities for
the temporary differences between the financial reporting bases
and tax bases of the Company's assets and liabilities at enacted
tax rates expected to be in effect when such amounts are realized
or settled. Prior years' consolidated financial statements have
not been restated to apply the provisions of the Statement. The
cumulative effect of this change in accounting for income taxes
as of April 30, 2000 is $0 due to the valuation allowance
established as described in Note 3.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted-average number
of shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company had
$0 cash at April 30, 2000.
<PAGE>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Notes to Financial Statements
April 30, 2000
[Continued]
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
(e) Use of Estimates in Preparation of Financial Statements
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 revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses through April 30, 2000
amounting to $969,681, has no assets, and has a net working
capital deficiency at April 30, 2000. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
Management plans include finding a well-capitalized merger
candidate to recommence its operations. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
NOTE 3 INCOME TAXES
Below is a summary of deferred tax asset calculations on net
operating loss carry forward amounts. Loss carry forward amounts
expire at various times through 2020. A valuation allowance is
provided when it is more likely than not that some portion of the
deferred tax asset will not be realized.
NOL
Description Balance Tax Rate
--------------------------------------- -------------- ------------- -----------
Federal Income Tax $30,917 $4,638 15%
Valuation allowance (4,638)
-------------
Deferred tax asset 4/30/00 $0
<PAGE>
CHIROPRACTIC 21 INTERNATIONAL, INC.
[A Development Stage Company]
Notes to Financial Statements
April 30, 2000
[Continued]
NOTE 4 COMMON STOCK/RELATED PARTY TRANSACTION
The Company issued "unregistered" and "restricted" shares of
common stock on September 11, 1999 in the following manner:
Number of shares Recipient Consideration
-------------------- -------------------------- ---------------------------
137,890 Consultant/shareholder Reimbursement for expenses
paid on behalf of Company
6,300,000 Directors/officers Services
--------------------
6,437,890 Total
On November 9, 1999, the Company's Board of Directors resolved to
effect a reverse split of the then outstanding 12,597,622 shares
of common stock on the basis of 10 for one, effective December
20, 1999, while retaining the current authorized capital and par
value. No stockholder shall own less than 100 post split shares;
appropriate adjustments are to be made to the stated capital
accounts and capital surplus accounts.
A shareholder has paid general and administrative expenses on
behalf of the Company, through April 30, 2000 and 1999, of $5,251
and $466, respectively. The balance due as of April 30, 2000, is
$5,165. The Company has recorded a liability for this amount
which is payable on demand and is non-interest bearing.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------
None;
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
--------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- --------------
<S> <C> <C> <C>
Kirsten Lovato........................... Director and 06/99 *
President
Nick Lovato ............................. Director and 07/99 *
Vice President
Vickie Rosenkrantz....................... Director and 10/99 *
secretary
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
Kirsten Lovato, President and a director. Ms. Lovato is 30 years of age. Ms.
Lovato graduated from Creighton in Omaha, Nebraska, she currently works as a
dental hygentist.
Nick lovato, Vice President and a director. Mr. Lovato is 31 years of age. Mr.
Lovato graduated from the University of Utah in June of 1992, with a bachelor of
arts in political science. Mr. Lovato is a senior underwriter for Academy
Mortgage of Salt Lake City, Utah.
Vickie Rosenkrantz. Secretary and a director. Ms. Rosenkrantz, age 32, has been
a director and executive officer of the company since 1999. Ms. Rosenkrantz has
most recently worked at Costco, under the marketing department.
Significant Employees.
----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
---------------------
There are no family relationships between any director or executive
officer, other than Ms. Lovato and Mr. Lovato are husband and wife.
<PAGE>
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was 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; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange 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.
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership, with the Securities and Exchange Commission; there have been no
changes in their beneficial ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kirsten
Lovato, 03/31/00 0 0 0 210,000 0 0 0
President, 03/31/99 0 0 0 0 0 0 0
Director
Nick
Lovato 03/31/00 0 0 0 210,000 0 0 0
Vice Pres./ 03/31/99 0 0 0 0 0 0 0
Director
Jason 03/31/00 0 0 0 210,000 0 0 0
Rosenkrantz, 03/31/99 0 0 0 0 0 0 0
Secretary
Director
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending March 31, 2000, 1999, or the period ending on the date
of this Report.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
<PAGE>
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
THE FOLLOWING TABLE SETS FORTH THE SHARE HOLDINGS OF THOSE PERSONS WHO OWN MORE
THAN FIVE PERCENT OF THE COMPANY'S COMMON STOCK AS OF THE DATE HEREOF, TO WIT:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
---------------- -----------
<S> <C> <C>
KIRSTEN LOVATO** 210,000 15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093
NICK LOVATO** 210,000 15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093
VICKIE ROSENKRANTZ 210,000 15%
8850 NORTH REDDEN ROAD
PARK CITY, UT 84098
**NICK LOVATO AND KIRSTEN LOVATO ARE HUSBAND/WIFE.
</TABLE>
<PAGE>
Security Ownership of Management.
---------------------------------
THE FOLLOWING TABLE SETS FORTH THE SHARE HOLDINGS OF THE COMPANY'S
DIRECTORS AND EXECUTIVE OFFICERS AS OF THE DATE HEREOF, TO WIT:
<TABLE>
NUMBER OF SHARES
BENEFICIALLY OWNED PERCENTAGE OF
NAME AND ADDRESS AS OF 9/30/99 OF CLASS
---------------- ----------------- -------------
<S> <C> <C>
KIRSTEN LOVATO** 210,000 15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093
NICK LOVATO** 210,000 15%
8667 SNOW MOUNTAIN DRIVE
SANDY, UT 84093
VICKIE ROSENKRANTZ 210,000 15%
8850 NORTH REDDEN ROAD
PARK CITY, UT 84098
ALL THREE DIRECTORS 630,000 45%
</TABLE>
Changes in Control.
-------------------
To the knowledge of the Company's management, there are no present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years"
of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
-------------------
None;
Exhibits
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CHIROPRACTIC 21 INTERNATIONAL, INC.
Date:7/26/00 /S/ NICK LOVATO
Nick Lovato
Vice President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
CHIROPRACTIC 21 INTERNATIONAL, INC.
Date:7/26/00 /S/ NICK LOVATO
Nick Lovato
Vice President and Director
Date:7/26/00 /S/ VICKIE ROSENKRANTZ
Vickie Rosenkrantz
Secretary and Director
