SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 3, 1998
Date of Report (Date of earliest event reported)
MARITIME TRANSPORT & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
New York 0-8880 11-2196303
(State or other jur- (Commission (IRS Employer
isdiction of incor- File Number) Identification No.)
poration)
1535 Memphis Junction Road, Bowling Green, Kentucky 42101.
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 781 - 8453
(Former name or former address, if changed since last report.) No change.
108 Main St., Stamford, NY 12167-1137
<PAGE>
Item 1. Change in Control of Registrant
(a) The Registrant has experienced change in control. On May 3, 1998,
George Bergleitner, the Company's President and a director resigned,
and Paul Clark was appointed as both President. On the same day, May
3, 1998 The Company entered into a reverse merger with B.G. Banking
Equipment, Inc., a privately held Kentucky corporation having its
principal place of business at 1535 Memphis Junction Road, Bowling
Green, Kentucky 42101-0531. This merger had an effective date of June
1, 1998. In that transaction, the Company purchased all of the
outstanding shares of B.G. Banking Equipment, Inc., in exchange for
11,282,250 shares of the Company's common stock. The majority
shareholders of B.G. Banking Equipment, Inc., Paul D. Clark and
Roberta Clark, each received 5,250,000 shares of the Company's common
stock each, in exchange for 3,500,000 shares of the common stock of
B.G. Banking Equipment, Inc. which they previously held. Prior to this
exchange, the Company had done a ten for one reverse split which had
left the Company with 3,848,455 common shares issued and outstanding.
After the completion of the merger, the Clarks collectively hold
10,500,000 shares of the Company's common stock out of a total of
15,130,705 common shares issued and outstanding, or 69% of the
Company's total issued and outstanding common stock.
(b) There are no arrangements by which a change in control will occur in
the future.
<PAGE>
Item 2. Acquisition of Assets
On May 3, 1998 The Company entered into a reverse merger with B.G. Banking
Equipment, Inc., ("BBI") a privately held Kentucky corporation having its
principal place of business at 1535 Memphis Junction Road, Bowling Green,
Kentucky 42101-0531. In that transaction, the Company purchased all of the
outstanding shares of B.G. Banking Equipment, Inc., in exchange for 11,282,250
shares of the Company's common stock. The principle followed in determining the
amount of shares of the Company's common stock issued per share of BBI's common
stock was that the while the Company had no assets, it has intrinsic value as a
publicly traded shell while BBI had assets but was privately held. None of the
people who sold the common stock of BBI to the Company had any previous material
relationships with the registrant or any of its officers, directors, or majority
shareholders, except for George Bergleitner, the Company's previous president
and a past director until his resignation on May 3, 1998, who owned 150,000
shares of BBI, and Paul D. Clark, the company's current president and a
director, who was one of the majority shareholders of BBI. The company bought
the following numbers of BBI shares from the following people:
Paul D. Clark 3,500,000
Roberta Clark 3,500,000
Albert Blankenship 71,500
Andrew Seim 150,000
Alexander C. Brosda 150,000
George C. Bergleitner, Jr. 150,000
No funds were transferred as part of this transaction.
The Asset Acquisition Agreement is attached hereto as Exhibit 1.
<PAGE>
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Public Accountant.
Not applicable.
Item 5. Other events.
None reported.
Item 6. Resignations of Registrant's Directors
George Bergleitner, who was previously the Company's President and a
Director, resigned effective immediately on May 3, 1998. The letter of
resignation of Mr. Bergleitner from both posts is attached hereto as Exhibit 2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The financial statements giving effect to the acquisition are attached
hereto as Exhibit 3.
Item 8. Change in Fiscal Year
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf the undersigned
hereunto duly authorized.
Date: September _8_, 1998
MARITIME TRANSPORT & TECHNOLOGY, INC.
BY:_/s/Paul d. Clark________
Paul D. Clark
President
<PAGE>
EXHIBIT 1 - ACQUISITION AGREEMENT
AGREEMENT OF BUSINESS COMBINATION
BY STOCK EXCHANGE
AGREEMENT dated this 3rd day of May, 1998, by and between B.G. BANKING
EQUIPMENT, INC., a Kentucky corporation having its principal place of business
at 1535 Memphis Junction Road, Bowling Green, Kentucky 42101-0531 ("Seller" or
the "Company"), a New York corporation, and MARITIME TRANSPORT & TECHNOLOGY,
INC., a New York corporation having its principal address at 1535 Memphis
Junction Road, Bowling Green, Kentucky 42101-0531 ("MTT" or "Maritime"). This
Agreement shall be effective as of June 1, 1998, hereinafter referred to as the
"Closing Date".
W I T N E S S E T H
WHEREAS, Seller is desirous of exchanging all of its capital stock for
stock in Maritime; and
WHEREAS, Maritime is desirous of acquiring all of the issued and
outstanding capital stock of the Seller;
IT IS NOW THEREFORE AGREED that in consideration of the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
1. Exchange of Stock.
1.1 Subject to the terms and conditions of this Agreement and the
performance by the parties hereto of their respective obligations hereunder,
Seller shall cause the Company to exchange, transfer, convey, assign and deliver
to MTT, and MTT shall receive, acquire and accept on the Closing Date (as such
term is hereinafter defined) all of the issued and outstanding capital stock of
Seller upon the terms and conditions set forth herein after.
1.2 The transfer of the Stock as herein provided shall be effected by
delivery of stock certificates representing all of the issued and outstanding
securities of the Seller, along with stock powers executed by all shareholders
of the Seller. Company covenants that (i) it will, at any time and from time to
time after the Closing Date, execute and deliver such other instruments of
transfer and conveyance and do all such further acts and things as may be
reasonably requested by MTT to transfer and deliver to MTT or to aid and assist
MTT in collecting and reducing to possession, any and all of the Assets; (ii)
MTT, after the Closing Date, shall have the right and authority to collect, for
the account of MTT, all checks, notes and other evidences of indebtedness or
obligations to make payment of money and other items which shall be transferred
to MTT as provided herein and to endorse with the name of Company any such
checks, notes or other instruments received after the Closing Date; and (iii)
Company will transfer and deliver to MTT any cash or other property that Company
may receive after the Closing Date in respect of or arising out of the business
conducted by Company. After the Closing Date, at reasonable times and upon
reasonable notice, Company shall have access to the books and records conveyed
to MTT hereunder, and MTT shall have access to any minute books, stock books and
similar corporate records retained by Company.
1.3 Company covenants that between the date hereof and the Closing Date
and, if reasonably requested by MTT, after the Closing Date, Seller shall use
its best efforts to obtain the consent of any parties to any contracts,
licenses, leases, commitments, sales orders, purchase orders or other agreements
being assigned by Company to MTT hereunder as shall be reasonable requested by
MTT. If any such required consent is not obtained, this agreement shall not
constitute an agreement to assign the instrument relating thereto, however
Seller shall cooperate with MTT in any reasonable arrangement to provide for MTT
the benefits under any such contract, license, lease, commitment, sales order,
purchase order or other agreement, including enforcement, at the cost and for
the benefit of MTT, of any and all rights of Company against the other party
thereto arising out of the breach or cancellation by such party.
2. Assumption of Liabilities. MTT assumes all liabilities of Company set
forth on the attached financial statement of the Seller attached hereto as
Exhibit A which the Seller represents and warrants to have not appreciably
changed from the date of issuance of said financial statement until the date of
Closing. If any material increase in total liabilities has occurred the Seller
will disclose the same in writing to MTT at or prior to closing.
3. Closing. The Closing hereunder (the "Closing") shall take place at the
offices of Roger L. Fidler, Esq., 163 South Street, Hackensack, NJ 07601 or at
such other place as may be agreed by MTT and Company (the "Closing Date").
4. Exchange Terms; Allocation.
4.1 In consideration of the exchange and transfer of the Assets herein
contemplated, on the Closing Date, MTT shall deliver to Seller's shareholders,
as set forth on Exhibit B, certificates for 11,282,250 shares of Maritime's sole
class of common stock on the date of closing.
4.2 Upon the conclusion of this transaction, MTT represents that the total
number of issued and outstanding shares of MTT shall be no greater than
4,000,000 and that no other shares of any class or kind of MTT shall have been
issued.
5. Representations and Warranties of Seller. Seller hereby represents and
warrants as follows:
5.1 Company is a corporation duly organized, validly existing and in good
standing under the laws of Kentucky and has full power and authority to own its
properties and carry on its business as and in the places where such properties
are now owned or such business is now being conducted. On or before closing,
Seller shall establish to the satisfaction of MTT that it has title to the
Assets set forth on its financial statements. Complete and correct copies of the
Certificate of Incorporation of Company and all amendments thereto, certified in
each case by the Secretary of State of Kentucky, and of the By-Laws of Company,
and all amendments thereto, certified by the Secretary of Company, have been or
will be delivered to MTT on or prior to the Closing Date by Company. Company is
duly qualified to do business and is in good standing in all jurisdictions in
which such qualification is necessary because of the character of the properties
owned by it or the nature of its activities. Company has taken no action and has
not failed to take any action, which action or failure would preclude or prevent
MTT from conducting the business of Company in the manner heretofore conducted.
5.2 Company has obtained written approval of over two-thirds of its
stockholders and is fully empowered by them to enter into this transaction.
5.3 Seller has full power and authority, corporate and otherwise, to enter
into this agreement on behalf of the Company and to cause the Company to assume
and perform its, his or her obligations hereunder. The execution and delivery of
this agreement and the performance by Company of its obligations hereunder have
been duly authorized by the Board of Directors of Company and no further action
or approval, corporate or otherwise, is required in order to constitute this
agreement as a binding and enforceable obligation of Company. The execution and
delivery of this agreement and the performance by Company of its obligations
hereunder do not and will not violate any provision of the Certificate of
Incorporation or By-Laws of Company and do not and will not conflict with or
result in any breach of any condition or provision of, or constitute a default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any of the Assets by reason of the terms of any contract,
mortgage, lien, lease, agreement indenture, instrument, judgment or decree to
which Company is a party or which is or purports to be binding upon Company or
which affects or purports to affect any of the Assets.
5.4 No action, approval, consent or authorization, including but not
limited to any action, approval, consent or authorization by any governmental or
quasi-governmental agency, commission, board, bureau or instrumentality is
necessary as to Company in order to constitute this agreement as a binding and
enforceable obligation of Company in accordance with its terms.
6. Representations and Warranties of MTT. MTT hereby represents and
warrants that on the closing date all of the following will be true:
6.1 MTT is a corporation duly organized, validly existing and in good
standing under the laws of New York. MTT is not presently conducting any
business in any location. Complete and correct copies of the Certificate of
incorporation of MTT and all amendments thereto, certified in each case by the
Secretary of State of the State of New York, and of the By-Laws of MTT, and all
amendments thereto, certified by the Secretary of MTT, have been or will be
delivered to Company on or prior to the Closing Date by MTT. MTT will present at
closing a Certificate of good standing or its equivalent. MTT has taken no
action and has not failed to take any action, which action or failure would
preclude or prevent Company from conducting the business of Company in the
manner heretofore conducted.
6.2 MTT has no authorized or outstanding securities other than its common
stock, $.001 par value per share (the "Common Stock"), which consists of
80,000,000 authorized shares of which not more than 4,000,000 shares are
currently outstanding. All outstanding Common stock is duly authorized, validly
issued, fully-paid and non-assessable (except for such statutory and
constitutional obligations as may be imposed notwithstanding full payment for
and valid issuance of such shares), and there are no presently issued or
outstanding securities of MTT convertible into common stock nor are there any
outstanding options, warrants, agreements, rights or commitments of any kind
relating to the authorized but unissued Common Stock. All transfer taxes, if
any, with respect to transfers of securities of MTT made prior to the date
hereof have been paid. All of the common stock is owned, both beneficially and
of record, free of any security interests, liens, pledges, claims, charges,
escrows encumbrances, options, rights of first refusal, mortgages, indentures,
security agreements or other contracts (whether or not relating in any way to
credit or the borrowing of money) and the designated owner thereof has the
unrestricted right to vote such Common Stock.
6.3 MTT's Board of Director's will recommend to all shareholders, as soon
as practicable after receipt of Company's certified financial statements,
approval of the transaction contemplated herein and obtain written consent to
take such acts and actions as may be deemed necessary or advisable by counsel to
Company to fully empower MTT and its Board of Directors to enter into and
consummate this transaction.
6.4 MTT has full power and authority, corporate and otherwise, to enter
into this agreement and to assume and perform its, his or her obligations
hereunder. The execution and delivery of this agreement and the performance by
MTT of its obligations hereunder have been duly authorized by the Board of
Directors of MTT and no further action or approval is required in order to
constitute this agreement as a binding and enforceable obligation of MTT.
Written consent to this transaction from the majority shareholders of MTT will
be provided at Closing. Further, MTT will provide an opinion of counsel at
closing opining to the legality of the issuance of the shares, and the corporate
status of MTT. The execution and delivery of this agreement and the performance
by MTT of its obligations hereunder do not and will not violate any provision of
the Certificate of Incorporation or By-Laws of MTT and do not and will not
conflict with or result in any breach of any condition or provision of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of its assets by reason of the terms of any
contract, mortgage, lien, lease, agreement, instrument, judgment or decree to
which MTT is a party or which is or purports to be binding upon Company or which
affects or purports to affect any of its assets.
6.5 No action, approval, consent or authorization, including but not
limited to any action, approval, consent or authorization by any governmental or
quasi-governmental agency, commission, board, bureau or instrumentality is
necessary as to MTT in order to constitute this agreement as a binding and
enforceable obligation of MTT in accordance with its terms.
6.6 Since the date of the last financial statement attached hereto as
Exhibit A, there have been no adverse changes in the financial condition,
assets, liabilities, properties or business of MTT and MTT has not:
6.7.1 authorized, issued, sold or converted any securities, or entered into
any agreement with respect thereto;
6.7.2 declared, set aside or made any dividend or other distribution or
purchased, redeemed or reclassified any of their capital stock or effected any
stock split, stock dividend, exchange or recapitalization or entered into any
agreement in respect of the foregoing;
6.7.3 incurred any damage, destruction or similar loss, whether or not
covered by insurance, materially affecting their businesses or properties;
6.7.4 sold, assigned or transferred. any of their tangible assets or any
patent, trademark, tradename, copyright, license, franchise, design or other
intangible assets or properties;
6.7.5 mortgaged, pledged, granted or suffered to exist any lien or other
encumbrance or charge on any of their assets or properties, tangible or
intangible;
6.7.6 waived any rights of material value or canceled, discharged,
satisfied or paid any material debts or claims;
6.7.7 incurred any obligation or liability (absolute or contingent,
liquidated or unliquidated, choate or inchoate);
6.7.8 leased or effected any transfer of any of their assets or properties;
6.7.9 entered into, made any amendment of or terminated any lease, material
contract or license;
6.7.10 amended their Certificate of Incorporation or By-Laws;
6.7.11 effected any change in their accounting practices, procedures or
methods;
6.7.12 became obligated to make any payment to any shareholder of MTT in
any capacity, or entered into any transaction of any nature with any shareholder
of MTT in any capacity;
6.7.13 increased the compensation payable to any of their directors,
officers or employees or became obligated to increase any such compensation;
6.7.14 entered into any transaction other than in the ordinary course of
business, or changed in any way any of their business policies or practices.
6.8 MTT is not a party to or has any contract or commitment of any kind or
nature whatsoever, written or oral, formal or informal, including, without
limitation, any lease, license, franchise, employment, maintenance, consultant
or commission agreement, pension, profit-sharing, bonus, stock purchase, stock
option, retirement, severance, hospitalization, accident, insurance or other
plan or arrangement involving employee benefits, contract with any labor union
or contract for services, materials, supplies, merchandise, inventory or
equipment, for the sale or purchase of any of its services, products or assets,
for the borrowing of money or for a line or letter of credit, with any current
or former director, officer or employee of MTT which will be in effect on the
Closing Date, with any government or agency thereof, pursuant to which its right
to compete with any entity or person in the conduct of its business is
restrained or restricted for any reason or in any way, guaranteeing the
performance, liabilities or obligations of any Entity or person, for capital
improvements or expenditures or with any contractor or subcontractor for in
excess of $100.00, for charitable contributions aggregating in excess of
$100.00, or involving in excess of $100.00 in cash over its term (including any
periods covered by any options to renew by any party).
6.9. MTT has no liabilities except as shown on its financial statements, no
contracts or other obligations whatsoever including any contingent liabilities.
7. Financial Statements.
Company shall deliver to MTT, as soon after the Closing Date as
practicable, but in no event more than 30 days after the Closing Date, certified
financial statements substantially confirming the representations made to date
regarding Company's financial condition, obligations and commitments. These
financial statements will be in a form acceptable to the United States
Securities and Exchange Commission for consolidation with MTT's financial
statements and will be in compliance with generally accepted accounting
principles and Regulation SX promulgated under the Securities Act of 1933, as
amended, and as it applies to corporations which have registered securities upon
Form 10 or Form 10SB under the 1934 Securities exchange Act. After closing, the
new management represents that it will timely file all forms required by the
United States Securities and Exchange Commission and shall promptly file for
listing on NASDAQ as soon as NASDAQ listing requirements are met.
8. Miscellaneous.
a) This Agreement shall constitute the entire agreement of the parties
hereto and may not be amended, except by written consent of the parties hereto
in writing executed by them.
b) This Agreement shall be construed according to the laws of the State of
New York and shall be enforceable in any court of competent jurisdiction located
in the State of New York.
c) This Agreement shall inure to the benefit of the parties and their
successors in interest, if any, but shall not otherwise be assignable.
d) Where in this Agreement one gender or the other is used, of the singular
or the plural is used, and if to effect the intent of the parties hereto the use
of the other gender or number is needed then it is understood that such gender
or both or such number or both is implied.
e) This Agreement may be executed in counterparts and receipt of facsimile
transmission of signatures shall be sufficient to effect acceptance of this
Agreement, although the parties hereto agree to submit within a reasonable time
duplicate original signed copies of this Agreement to each other.
9. Indemnification.
Each party to this Agreement shall indemnify and hold harmless each other
party at all times after the date of closing against and in respect of any
liability, damage or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses, including attorney's fees incident
to any of the foregoing, resulting from any misrepresentation, breach of
covenant or warranty for non-fulfillment of any agreement on the part of such
party under this Agreement, or from any misrepresentation in or omission from
any certificate furnished or to be furnished to a party hereunder. Subject to
the terms of this Agreement, the defaulting party shall reimburse the other
party or parties on demand for any reasonable payments made by said parties at
any time after the date of closing, in respect to any liability or claim to
which the foregoing indemnity relates, if such payment is made after reasonable
notice to the other party to defend or satisfy the same, and such party failed
to defend or satisfy the same.
10. Expenses. Seller shall pay all expenses of the transaction.
IN WITNESS WHEREOF THE PARTIES HERETO, HAVING BEEN DULY AUTHORIZED BY THEIR
RESPECTIVE BOARDS OF DIRECTORS, HAVE SET THEIR HANDS AND SEALS ON THE DATE
FIRST ABOVE WRITTEN.
MARITIME TRANSPORT & TECHNOLOGY, B.G. BANKING EQUIPMENT, INC.
INC.
BY:__/s/ Paul D. Clark___________ BY:__/s/ Paul D. Clark_____
Paul D. Clark Paul D. Clark
PRESIDENT PRESIDENT
<PAGE>
EXHIBIT 2
George Bergleitner
108 Main St.
Stamford, NY 12167-1137
Paul Clark
Maritime Transport
& Technology, Inc.
1535 Memphis Junction Road
Bowling Green, Kentucky
42101
Dear Paul,
Effective immediately, I am resigning as both a director and as President
of Maritime Transport & Technology, Inc. My final act as president of the
corporation was to ensure that the company is current in all of its financial
reports as required by the Securities and Exchange Commission under the
Securities Exchange Act of 1934.
Sincerely,
/s/ George Bergleitner
George Bergleitner
<PAGE>
EXHIBIT 3
MARITIME TRANSPORT & TECHNOLOGY, INC.
Pro Forma Condensed Financial Statements
(Unaudited)
The following unaudited proforma combined condensed financial statements
present a combined balance sheet and related statements of income, cash flows
and stockholders' equity of Maritime Transport & Technology, Inc. (the
"Company"), B.G. Banking Equipment, Inc., ("B.G. Banking") and Financial
Building Equipment Exchange, Inc., ("FBEE"), Kentucky corporations. giving
effect to the reverse acquisition and using the purchase method of accounting
for the proposed combination pursuant to an Agreement of Business Combination,
the ("Agreement"), which was dated on May 3, 1998.
The combination with B.G. Banking and FBEE is reflected using the purchase
method of accounting, whereby the Company will issue 11,282,250 shares of common
stock in exchange for all of the issued and outstanding shares of B.G. Banking
and FBEE.
The pro forma combined condensed balance sheet as of May 31, 1998 and the
related statements of income for the year ended May 31, 1998 giving effect to
the proposed transactions as if they had been in effect throughout the periods
presented. The information shown is based upon numerous assumptions and
estimates and is not necessarily indicative of the results of future operations
of the combined entities or the actual results that would have occurred had the
transaction been consummated during the periods indicated . These statements
should be read in conjunction with the consolidated financial statements of the
Company, and the financial statements of B.G. Banking and FBEE included herein.
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
CONSOLIDATED PROFORMA BALANCE SHEET
MAY 31, 1998
Financial
Maritime Building Consolidated
Transport & B.G. Banking Equipment Maritime Transport &
Technology, Inc. Equipment, Inc. Exchange, Inc. Adjustments Technology, Inc.
Assets
<S> <C> <C> <C> <C> <C>
Current assets
Cash and cash equivalents $-0- $40,639 $34,950 $75,589
Accounts receivable 253,859 56,227 310,086
Inventory 87,763 86,032 173,795
Note receivable 13,200 13,200
Corporate income taxes receivable 5,358 3,567 8,925
Prepaid expenses 1,200 1,200
Current assets 385,819 193,976 579,795
Capital assets-net 26,901 17,142 44,043
Other assets
Loans receivable - non affiliated 27,499 27,499
Loans receivable-shareholder 34,081 17,870 51,951
Loan receivable affiliate 39,400 39,400
Security deposit 805 805
Total other assets 101,785 17,870 119,655
Total assets $-0- $514,505 $228,988 $743,493
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $150,959 $47,454 $198,413
Customer deposits 61,406 61,406
Corporate income tax payable 1,580 1,580
Investor loans payable 131,500 131,500
Notes payable-bank 7,274 102,064 109,338
Total current liabilities 1,580 351,139 149,518 502,237
Long term liabilities
Note payable - bank 13,855 13,855
Total liabilities 364,994 149,518 514,512
Capital stock
Common stock-authorized 80,000,000 common shares,
par value $.01 each, at May 31, 1998 the shares (4,000)
outstanding was 15,130,705 38,485 2,000 2,000 112,823 151,308
Additional paid in capital 346,360 116,158 462,518
Retained earnings (386,425) 147,511 77,470 (224,981) (386,425)
Total stockholders' equity (1,580) 149,511 79,470 -0- 227,401
Total liabilities and stockholders' equity $-0- $514,505 $228,988 $-0- $743,493
</TABLE>
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<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
POFORMA CONSOLIDATED STATEMENT OF OPERATIONS
MAY 31, 1998
Financial Consolidated
Maritime B.G. Banking Building Maritime Transport
Transport & Equipment, Inc Equipment & Technology, Inc.
Technology, Inc. Exchange, Inc. Adjustments
<S> <C> <C> <C> <C>
Revenue $-0- $869,482 $196,320 $1,065,802
Costs of goods sold -0- 393,008 72,007 465,015
Gross profit -0- 476,474 124,313 600,787
Operations:
General and administrative 53 520,030 162,340 682,423
Depreciation and amortization -0- 24,983 20,955 45,938
Total expense 53 545,013 183,295 728,361
Income before corporate taxes (68,539) (58,982) (127,521)
Corporate income taxes
Other income and expenses
Interest Income 2,244 402 2,646
Interest expense (6,922) (6,922)
Total other income and expenses 2,244 (6,520) (4,276)
Net income (loss) $53 $(66,295) $65,502 $(740)
Net income (loss) per share -basic $(0.00) $(0.00) $0.00 $0.00
Number of shares outstanding-basic 15,130,705 15,130,705 15,130,705 15,130,705
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
PROFORMA CONSOLIDATED STATEMENT OF CASH FLOWS
Financial Consolidated
Maritime Transport Building Maritime Transport
& Technology, Inc. B.G. Banking Equipment & Technology, Inc.
Equipment, Inc Exchange, Inc Adjustments
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net income (loss) $(53) $(66,295) $(65,502) $(131,850)
Depreciation 24,983 20,955 45,938
Account receivables (96,773) (31,134) (127,907)
Inventory (6,404) (3,000) (9,404)
Federal taxes receivable 618 618
Prepaid expenses (1,200) (1,200)
Accounts payable and accrued expenses 64,113 (17,001) 47,112
Customer deposits payable 18,919 (6,066) 12,853
Corporate taxes payable (19,749) (5,211) (24,960)
TOTAL CASH FLOWS FROM OPERATIONS (53) (82,406) (106,341) (188,800)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital assets (39,682) (39,682)
Note receivable-affiliate (39,400) 23,345 ( 16,055)
Note receivable- non affiliate (4,423) (4,423)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (83,505) 23,345 (60,160)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan payable- investors 131,500 131,500
Note payable-bank 21,129 101,239 122,368
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 152,629 101,239 253,868
NET INCREASE (DECREASE) IN CASH (53) (13,282) 18,243 4,908
CASH BALANCE BEGINNING OF PERIOD 53 53,921 16,707 70,681
CASH BALANCE END OF PERIOD $-0- $40,639 $34,950 $75,589
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MARITIME TRANSPORT & TECHNOLOGY, INC.
PROFORMA CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
Additional Accumulated
Common Stock Common paid in deficit during
Stock capital development stage Total
<S> <C> <C> <C> <C> <C> <C>
June 1, 1994 38,484,549 384,845 $-0- $(384,845) $-0-
May 31, 1995 Net profit 1,579 1,579
May 31, 1995 38,484,549 $384,845 $-0- $(383,266) $1,579
May 31, 1996 Net profit 1,866 1,866
May 31, 1996 38,484,549 384,845 $-0- (381,400) 3,445
May 31, 1997 Net loss (4,952) (4,952)
May 31, 1997 38,484,549 384,845 $-0- $(386,372) $(1,527)
April 14, 1998(1) 3,848,455 38,485 346,360 (386,372) (1,527)
May 3, 1998(2) 11,282,250 112,823 116,158 228,981
May 31, 1998 Net loss (53) (53)
May 31, 1998 15,130,705 $151,308 462,518 $(386,425) 227,401
(1) Reflects a 10 to 1 reverse split.
(2) Reflects the issuance of shares for acquisitions valued at $.02 per share.
</TABLE>
<PAGE>
Note 1 - Organization of Company and Issuance of Common Stock
a. Creation of the Company
Maritime Transport & Technology, Inc. (the "Company") was formed under the
laws of the State of New York on June 26, 1968 under the name of Inter-County
Premium Advancing Corp. with an authorized capital of 200 common shares, no par
value. On May 21, 1969, the Company amended its certificate of incorporation
changing its name to Inter County Premium Advancing Corp. and amending the
authorized number of shares to 2,000,000, $.01 par value. On November 15, 1971,
the Company amended its certificate of incorporation changing its name to IPA
Enterprises Corp. On June 22, 1976, the Company amended its certificate of
incorporation changing its name to Delhi Chemicals, Inc. On April 2, 1981 the
Company amended its certificate of incorporation changing its name to Delhi
Consolidated Industries, Inc. On April 11, 1989, the Company amended its
certificate of incorporation changing its name to Maritime Transport &
Technology, Inc. and increasing the number of shares authorized to 40,000,000
common shares with a par value of $.01. A correction to the amendment to the
certificate of incorporation dated April 11, 1989 was filed changing the number
of common shares authorized to issue to 80,000,000 shares, $.01 par value.
b. Description of the Company
On May 31, 1998, the Company completed the acquisition of B.G. Banking
Equipment, Inc., ("B.G. Banking") and Financial Building Equipment Exchange,
Inc., ("FBEE"), Kentucky corporations. The Company is in the business of buying,
selling, trading and refurbishing of financial equipment for banks and other
financial institutions
c. Issuance of Common Stock
The number of common shares outstanding at May 31, 1997 is 38,484,549. No
other shares have been issued.
.
On May 3, 1998, the Company reverse split the number of shares of common
stock outstanding in a ratio of 1 for 10 restating the number of shares
outstanding to 3,848,455.
On May 3, 1998, the Company authorized for issuance 11,282,250 shares of
common stock pursuant to an Agreement of Business Combination, the
("Agreement"), with B.G. Banking and FBEE. On May 31, 1998, the shares of common
stock were released from escrow.
Note 2-Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
The proforma consolidated financial statements presented consist of the
proforma balance for the Company of as of May 31, 1998, and the proforma balance
sheet for B.G. Banking and FBEE as of May 31, 1998 and the related proforma
statements of operations, retained earnings and cash flows for the year ended
May 31, 1998 for the Company, and the related proforma statements of operations,
retained earnings and cash flows for the nine months ended May 31, 1998 for B.G.
Banking and FBEE.
b. Cash and Cash Equivalents
The Company treats temporary investments with a maturity of less than three
months as cash.
d. Earnings per share
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, EARNINGS PER SHARE ("Statement No.
128"). Statement No. 128 applies to entities with publicly held common stock or
potential common stock and is effective for financial statements issued for
periods ending after December 15, 1997. Statement No. 128 replaces APB Opinion
15, Earnings per Share ("EPS"). Statement No. 128 requires dual presentation of
basic and diluted earnings per share by entities with complex capital
structures. Basic EPS includes no dilution and is computed by dividing net
income by the total number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution of securities that could dilute the shares
in computing the earnings of the Company such as common stock which may be
issuable upon exercise of outstanding common stock options or the conversion of
debt into common stock.
Pursuant to the requirements of the Securities and Exchange Commission, the
calculation of the pro forma shares used in computing pro forma basic and
diluted EPS include the pro forma shares of common stock outstanding as of May
31, 1998.
The pro forma Shares used in calculating basic and diluted net income per
share were as follows:
May 31, 1998
Total number common
shares outstanding 3,848,455
Effect of the issuance of shares pursuant to
the Agreement 11,282,250
Total shares outstanding 15,130,705
e. Revenue recognition
Revenue is recognized when products are shipped or services are rendered.
f. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect 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 3 - Acquisition of Subsidiaries
On May 3, 1998, The Company entered into an Agreement with B.G. Banking and
FBEE, pursuant to which the Company and an affiliated entity controlled my Paul
and Roberta Clark exchanged all the issued and outstanding shares of common
stock of these entities for 11,282,250 shares of Maritime's common stock. The
shares of common stock were released from escrow on May 31, 1998.
The transaction has been accounted for as a reverse acquisition and using
the purchase method of accounting with historic costs being the basis of
valuation, and accordingly, the accompanying financial statements include the
results of operations of the consolidated operations from the effective date of
the acquisition May 31, 1998.
In a separate private transaction, the principals of the Company acquired
on in December, 1997 27,943,370 shares of Maritime's common stock, which
subsequently reverse split in a ratio of 10 to 1 on April 14, 1998.
Note 4 - Related Party transactions
a. Leased Office Space
For the year ended May 31, 1998, the Company leases office space from the
Company's President rent free on a month to month basis at Apt. 7A, 161 West
15th Street, New York, N.Y. 1011.
The Company has entered into a three year lease with Paul Clark, President
of the Company, for the lease of an aggregate of 23,976 square feet of office
and warehouse space located at Building 1535 Memphis Junction Road, Bowling
Green, Kentucky, 42101 for a monthly rent of $ 5,000 pursuant to a lease dated
August 1, 1998 for 3 years.
b. Officer Salaries
No officer received a salary or other benefits in excess of $100,000.
b. Due to Related Parties
Certain officers of the Company have the following amounts due as of August
31, 1997 and May 31, 1998 aggregating $34,081 and $133,844 respectively. These
amounts are payable on demand without interest.
c. Managerial Relationship
Mr. Paul Clark is the President of both the Company, B.G. Banking and FBEE.
Paul and Roberta Clark are husband and wife.
d. Change in Managerial Control
On May 3, 1998, The Company entered into an Agreement with B.G. Banking and
FBEE, pursuant these affiliated entities controlled my Paul and Roberta Clark
exchanged all the issued and outstanding shares of common stock of these
entities for 11,282,250 shares of Maritime's common stock.
Note 5 - Marketable Securities, Available for Sale
The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which requires that investments in equity securities that have readily
determinable fair values and investments in debt securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's investment strategy,
the Company's investments have been classified as available-for-sale. Management
determines the appropriate classification of debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date.
Securities classified as available-for-sale are carried at estimated fair
value, as determined by quoted market prices, with unrealized gains and losses,
net of tax, reported in a separate component of stockholders' equity. At May 31,
1998, the Company had no investments that were classified as trading or
held-to-maturity as defined by the Statement.
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at May 31, 1998:
<TABLE>
<CAPTION>
Gross Gross Estimated
Unrealized Unrealized Fair
` Cost Gains Gains Value
------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash $10 $-0- $-0- $10
Total cash and
cash equivalents $10 $-0- $-0- $10
== === === ===
</TABLE>
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at May 31, 1998 for B.G. Banking:
<TABLE>
<CAPTION>
Estimated
Gross Gross Fair
Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C> <C>
Cash $ 23,698 $-0- $ -0- $ 23,698
Total cash and cash
equivalents $ 23,698 $-0- $ -0- $ 23,698
</TABLE>
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at May 31, 1998 for FBEE:
<TABLE>
<CAPTION>
Estimated
Gross Gross Fair
Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Cash $ 34,950 $-0- $-0- $34,950
Total cash and cash
equivalents $ 34,950 $-0- $-0-
$34,950
</TABLE>
Note 6 - Capital Assets
a. Inventory
Inventory has been recorded at the lower of cost or market under the
first-in-first-out method.
Inventory components for B.G. Banking as of May 31, 1998 were goods
available for sale aggregating $72,852.
Inventory components for FBEE as of May 31, 1998 were goods available for
sale aggregating $86,032.
b. Capital Assets
Capital Assets for B.G. Banking consisted of the following at May 31, 1998:
Asset
Equipment and tools $ 46,344
Autos and trucks 81,572
Office equipment 24,895
Leasehold improvements 13,745
Total $166,556
Less accumulated depreciation 139,655
Total $ 26,901
Capital Assets for FBEE consisted of the following at May 31, 1998:
Office equipment $ 8,668
Autos and trucks 83,997
Equipment and tools 44,148
Total assets 136,813
Less accumulated depreciation 119,671
Net assets $ 17,142
Note 7 - Bank Loans Payable
a. Loans Due South Central Bank of Bowling Green, Inc.
B.G. Banking is obligated to repay a loan payable to the South Central Bank
of Bowling Green, Inc. in the principal amount of $8,052 in 36 equal monthly
installments of $263.54 beginning January 16, 1998 with interest at 11%. The
balance due at May 31, 1998 is $7,077. The loan is secured by a 1992 Ford truck.
B.G. Banking is obligated to repay a loan payable to the South Central Bank
of Bowling Green, Inc. in the principal amount of $14,052 in 40 equal monthly
installments of $342.66 beginning June 20, 1998 with interest at 7.75%. The
balance due at May 31, 1998 is $14,052. The loan is secured by a 19925 Buick
Park Avenue.
b. First American National Bank
FBEE is obligated to repay a balance of $100,500 at May 31, 1998 against a
$150,000 line of credit with interest at prime plus 2%. Interest is billed
monthly. The line of credit is secured personally by the residence of Paul and
Roberta Clark.
c. Note Payable South Central Bank of Bowling Green, Inc.
FBEE is obligated to repay the balance of $1,564 as of May 31, 1998 in
equal monthly installments of $273.47. The note is secured by a Ford F-150
truck.
Note 8 - Loans Payable Investors
On January 1, 1998, B.G. Banking conducted a private placement offering
3,000,000 shares of common stock at $1.00 per share. As of May 31, 1998, the
Company received an aggregate of $131,500. The moneys received are reflected as
an investor loan payable until the shares of common stock are issued by the
Company.
Note 9 - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any, represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of May 31, 1996 and 1997, the Company
had no material current tax liability, deferred tax assets, or liabilities to
impact on the Company's financial position because the deferred tax asset
related to the Company's net operating loss carry forward and was fully offset
by a valuation allowance.
At May 31, 1997, the Company has net operating loss carry forwards for
income tax purposes of $224,981. These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization of this carry forward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.
The components of the net deferred tax asset as of May 31, 1998 are as
follows:
Deferred tax asset:
Net operating loss carry forward $ 76,935
Valuation allowance $(76,981)
Net deferred tax asset $ -0-
The Company recognized no income tax benefit for the loss generated for the
year ended May 31, 1997 and 1998.
The Company recognized no income tax benefit from the loss generated in the
year ended May 31, 1997. SFAS No. 109 requires that a valuation allowance be
provided if it is more likely than not that some portion or all of a deferred
tax asset will not be realized. The Company's ability to realize benefit of its
deferred tax asset will depend on the generation of future taxable income.
Because the Company has yet to recognize significant revenue from the sale of
its products, the Company believes that a full valuation allowance should be
provided.
Note 10 - Commitments and Contingencies
Financial consulting Agreements
During the year, the Company entered into various financial consulting
agreements with various clients under similar terms and conditions. As of May
31, 1998, all financial consulting relationships had been completed.
Note 11 - Business and Credit Concentrations
The amount reported in the financial statements for cash, trade accounts
receivable and investments approximates fair market value. Because the
difference between cost and the lower of cost or market is immaterial, no
adjustment has been recognized and investments are recorded at cost.
Financial instruments that potentially subject the company to credit risk
consist principally of trade receivables. Collateral is generally not required.
Note 12 - Development Stage Company
The Company was considered to be a development stage company with minimal
operations. The Company was dependent upon the financial resources of the
Company's management for its continued existence. Since its reorganization, the
Company has acquired operating entities with sufficient cash flow to sustain
operations. The Company will continue to require additional funds to complete
its planned expansion plans for a larger market share of the Company's present
business, hire additional staff and finance increased inventory levels.
<PAGE>
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(973) 790-8775
To The Board of Directors and Shareholders
of Financial Building Equipment Exchange, Inc.
I have audited the accompanying consolidated balance sheet of Financial
Building Equipment Exchange, Inc. as of August 31, 1997 and the related
consolidated statements of operations, cash flows and shareholders' equity for
the years ending August 31, 1996 and 1997. These consolidated 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 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 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 consolidated financial position of Financial
Building Equipment Exchange, Inc. as of August 31, 1997 and the related
consolidated statements of operations, cash flows and shareholders' equity for
the years ending August 31, 1996 and 1997 in conformity with generally accepted
accounting principles.
/s/Thomas Monahan
Thomas P. Monahan, CPA
July 20, 1998
Paterson, New Jersey
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL BUILDING EQUIPMENT EXCHANGE, INC.
BALANCE SHEET
May 31,
August 31, 1998
1997 Unaudited
Assets
Current assets
<S> <C> <C>
Cash and cash equivalents $16,707 $34,950
Accounts receivable 25,093 56,227
Inventory 83,032 86,032
Note receivable 13,200 13,200
Federal income tax receivable 4,205 3,567
Current assets 142,237 193,976
Capital assets-net 38,097 17,142
Other assets
Loan receivable affiliate 618
Loan receivable-shareholder 41,215 17,870
Total other assets 41,833 17,870
Total assets $222,167 $228,988
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $60,235 $47,454
Customer deposits 6,066
Notes payable-bank 5,045 102,064
Corporate tax payable 5,849
Total current liabilities 77,195 149,518
Long term liabilities
Note payable - bank
Total liabilities
Capital stock
Common stock-authorized 2,000 common shares, par value $1.00 each, at
August 31, 1997 and May 31, 1998 the number of shares outstanding was
2,000 respectively. 2,000 2,000
Retained earnings 142,972 77,470
Total stockholders' equity 144,972 79,470
Total liabilities and stockholders' equity $222,167 $228,988
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL BUILDING EQUIPMENT EXCHANGE, INC.
STATEMENT OF OPERATIONS
For the nine For the nine
For the year For the year months ended May months ended May
ended ended 31, 31,
August 31, 1996 August 31, 1997 1997 1998
Unaudited Unaudited
<S> <C> <C> <C> <C>
Revenue $358,923 $402,547 $315,479 $196,320
Costs of goods sold 160,406 166,304 111,668 72,007
Gross profit 198,517 236,243 203,811 124,313
Operations:
General and administrative 178,291 157,364 94,312 162,340
Depreciation and amortization 19,186 22,111 21,342 20,955
Total expense 197,477 179,475 115,654 183,295
Income before corporate taxes (58,982)
Corporate income taxes
Other income and expenses
Interest Income 402
Interest expense (6,922)
Total other income and expenses (6,520)
Net income (loss) $1,040 $56,768 $88,157 $(65,502)
Net income (loss) per share -basic
Number of shares outstanding-basic
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL BUILDING EQUIPMENT EXCHANGE, INC.
STATEMENT OF CASH FLOWS
For the nine For the nine
For the year For the year months ended months ended
ended ended May 31, May 31,
August 31, August 31, 1997 1998
1996 1997 Unaudited Unaudited
<S> <C> <C> <C> <C>
Net income (loss) $(1,719) $56,768 $88,157 $(65,502)
Depreciation 19,186 22,111 21,342 20,955
Adjustments to reconcile net income (loss)
to net cash
Account receivables (13,174) (8,572) (21,064) (31,134)
Inventory 34,291 (23,204) (23,422) (3,000)
Prepaid expenses 618 400
Federal taxes receivable (4,605) 618
Accounts payable and accrued expenses (24,706) 59,485 18,411 (12,781)
Customer deposits payable 14,900 (12,234) (14,284) (6,066)
Corporate taxes payable (1,038) 5,849 (5,211)
TOTAL CASH FLOWS FROM OPERATIONS 23,753 100,603 69,140 (102,121)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital assets (27,907) (33,902) (36,720)
Notes receivable (13,200) (8,700)
Due from affiliate 3,105 (618) 26,963
Due to affiliate 7,548 (7,548)
Loan receivable-shareholder (41,215) (52,152) 23,345
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (17,254) (96,483) (70,609) 23,345
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable (1,977) (5,589) 97,019
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES (1,977) (5,589) 97,019
NET INCREASE (DECREASE) IN CASH 4,522 (1,469) (1,469) 18,243
CASH BALANCE BEGINNING OF PERIOD 13,654 18,176 18,176 16,707
CASH BALANCE END OF PERIOD $18,176 $16,707 $16,707 $34,950
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL BUILDING EQUIPMENT EXCHANGE, INC.
STATEMENT OF STOCKHOLDERS EQUITY
Common Stock Common Stock Retained
Date Earnings Total
<S> <C> <C> <C> <C>
09-01-1995 2,000 $2,000 $85,164 $87,164
08-31-1996 Net profit 1,040 1,040
08-31-1996 2,000 $2,000 $86,204 $88,204
08-31-1997 Net profit 56,768 56,768
08-31-1997 2,000 $2,000 $142,972 $144,972
Unaudited
05-31-1998 Net profit (65,502) (65,502)
05-31-1998 2,000 $2,000 $77,470 $79,470
</TABLE>
<PAGE>
Note 1 - Organization of Company and Issuance of Common Stock
a. Creation of the Company
Financial Building Equipment Exchange, Inc. (the "Company") was formed
under the laws of Kentucky on October 12, 1989 and is authorized to issue 2,000
shares of common stock, no par value each.
b. Description of the Company
The Company is in the business of buying, selling, trading and refurbishing
of finacial equipment for banks and other finacial institutions.
c. Issuance of Capital Stock
On October 13, 1989, the Company issued an aggregate of 2,000 shares of
common stock to Paul and Roberta Clark in consideration for an aggregate of
$2,000.
Note 2 - Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
The financial statements presented consist of the balance sheet of the
Company as at August 31, 1997 and the unaudited balance sheet as of May 31, 1998
and the related statements of operations, stockholders equity and cash flows for
the years ended August 31, 1996 and 1997 and the related unaudited statements of
operations, stockholders equity and cash flows for the nine months ended May 31,
1997 and 1998.
b. Cash and cash equivalents
The Company treats temporary investments with a maturity of less than three
months as cash.
c. Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives using the straight line
methods over a period of five years. Maintenance and repairs are charged against
income and betterment's are capitalized.
d. Earnings per share
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, EARNINGS PER SHARE ("Statement No.
128"). Statement No. 128 applies to entities with publicly held common stock or
potential common stock and is effective for financial statements issued for
periods ending after December 15, 1997. Statement No. 128 replaces APB Opinion
15, Earnings per Share ("EPS"). Statement No. 128 requires dual presentation of
basic and diluted earnings per share by entities with complex capital
structures. Basic EPS includes no dilution and is computed by dividing net
income by the total number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution of securities that could dilute the shares
in computing the earnings of the Company such as common stock which may be
issuable upon exercise of outstanding common stock options or the conversion of
debt into common stock.
Pursuant to the requirements of the Securities and Exchange Commission, the
calculation of the shares used in computing basic and diluted EPS include the
shares of common stock outstanding as of May 31, 1998.
Shares used in calculating basic and diluted net income per share were as
follows:
Year ended Year ended Nine months Nine months
August 31, August 31, May 31, May 31,
1996 1997 1997 1998
--------------------------------------------------------------
Total number
common shares
outstanding 1,000 1,000 1,000 1,000
e. Revenue recognition
Revenue is recognized when products are shipped or services are rendered.
f. Selling and Marketing Costs
Selling and Marketing - Certain selling and marketing costs are expensed in
the period in which the cost pertains. Other selling and marketing costs are
expensed as incurred
g. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect 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.
h. Significant Concentration of Credit Risk
At August 31, 1997 and May 31, 1998, the Company has concentrated its
credit risk by maintaining deposits in several banks. The maximum loss that
could have resulted from this risk totaled $-0- and $-0- respectively which
represents the excess of the deposit liabilities reported by the banks over the
amounts that would have been covered by the federal insurance.
i. Asset Impairment
The Company adopted the provisions of SFAS No. 121, Accounting for the
impairment of long lived assets and for long-lived assets to be disposed of
effective January 1, 1996. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. There
was no effect of such adoption on the Company's financial position or results of
operations.
Note 3 - Sale of Company
On April 15, 1998, the Company entered into an Agreement of Business
Combination, the ("Agreement"), with Maritime Transport & Technology, Inc., a
New York corporation, pursuant to which the Company and an affiliated entity
controlled my Paul and Roberta Clark exchanged all the issued and outstanding
shares of common stock of these entities for 11,282,250 shares of Maritime's
common stock.
The transaction has been accounted for as a reverse acquisition and using
the purchase method of accounting with historic costs being the basis of
valuation, and accordingly, the accompanying financial statements include the
results of operations of the consolidated operations from the effective date of
the acquisition May 31, 1998.
Note 4 - Marketable Securities, Available for Sale
The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which requires that investments in equity securities that have readily
determinable fair values and investments in debt securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's investment strategy,
the Company's investments have been classified as available-for-sale. Management
determines the appropriate classification of debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date.
Securities classified as available-for-sale are carried at estimated fair
value, as determined by quoted market prices, with unrealized gains and losses,
net of tax, reported in a separate component of stockholders' equity. At August
31, 1997, the Company had no investments that were classified as trading or
held-to-maturity as defined by the Statement.
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at August 31, 1996:
Estimated
Gross Gross Fair
Unrealized Unrealized Market
Cost Gains Losses Value
Cash $ 16,707 $-0- $ -0- $ 16,707
Total cash and cash
equivalents $ 16,707 $-0- $ -0- $ 16,707
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at May 31, 1998:
Estimated
Gross Gross Fair
Unrealized Unrealized Market
Cost Gains Losses Value
Cash $ 34,950 $-0- $-0- $34,950
Total cash and cash
equivalents $ 34,950 $-0- $-0-
$34,950
Note 6 - Capital Assets
Capital Assets for the Company consisted of the following at August 31,
1997:
Office equipment $ 8,668
Autos and trucks 87,136
Equipment and tools 43,897
Total assets 139,700
Less accumulated depreciation 101,603
Net assets $38,097
Capital Assets for the Company consisted of the following at May 31, 1998:
Office equipment $ 8,668
Autos and trucks 83,997
Equipment and tools 44,148
Total assets 136,813
Less accumulated depreciation 119,671
Net assets $ 17,142
<PAGE>
Note 7 - Related Party transactions
a. Issuance of Shares of Capital Stock
The Company issued and aggregate of 1,000 shares of common stock to Paul
and Roberta Clark in consideration for $2,000.
b. Managerial Relationship
Mr. Paul Clark is the President of both the Company and Financial Building
Equipment Exchange, Inc.
c. Change in Managerial Control
On April 15, 1998, the Company exchanged all of its issued and outstanding
shares of common stock in exchange for 11,282,250 shares of Maritime pursuant to
Agreement. This Agreement enables the Company to have majority managerial and
financial control in the decision making process of the Maritime.
In a separate private transaction, the principals of the Company acquired
on in December, 1997 27,943,370 shares of Maritime's common stock, which
subsequently reverse split in a ratio of 10 to 1 on April 14, 1998.
Note 8 - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consistsof taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of August 31, 1997 and May 31, 1998,
the Company's current tax liability was $14,389 and $3,567 respectively.
Note 9 - Bank Notes Payable
a. First American National Bank
The Company is obligated to repay a balance of $100,500 at May 31, 1998
against a $150,000 line of credit with interest at prime plus 2%. Interest is
billed monthly. The line of credit is secured personally by the residence of
Paul and Roberta Clark.
b. Note Payable South Central Bank of Bowling Green, Inc.
The Company is obligated to repay the balance of $1,564 as of may 31, 1998
in equal monthly installments of $273.47. The note is secured by a Ford F-150
truck.
<PAGE>
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(973) 790-8775
To The Board of Directors and Shareholders
of B.G. Banking Equipment, Inc.
I have audited the accompanying consolidated balance sheet of B.G. Banking
Equipment, Inc. as of August 31, 1997 and the related consolidated statements of
operations, cash flows and shareholders' equity for the years ending August 31,
1996 and 1997. These consolidated 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 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 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 consolidated financial position of B.G. Banking
Equipment, Inc. as of August 31, 1997 and the related consolidated statements of
operations, cash flows and shareholders' equity for the years ending August 31,
1996 and 1997 in conformity with generally accepted accounting principles.
/s/ Thomas P. Monahan
Thomas P. Monahan, CPA
July 20, 1998
Paterson, New Jersey
<PAGE>
<TABLE>
<CAPTION>
B.G. BANKING EQUIPMENT, INC.
BALANCE SHEET
August 31, May 31,
1997 1998
Assets
Current assets
<S> <C> <C>
Cash and cash equivalents $53,921 $40,639
Accounts receivable 157,086 253,859
Inventory 78,359 84,763
Corporate income taxes receivable 5,358
Prepaid expenses 1,200
Current assets 289,366 385,819
Capital assets-net 12,200 26,901
Other assets
Loans receivable - non affiliated 23,076 27,499
Loans receivable-shareholder 34,081 34,081
Loan receivable affiliate 39,400
Security deposit 805 805
Total other assets 57,962 101,785
Total assets $359,528 $514,505
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses $86,846 $150,959
Customer deposits 42,487 61,406
Corporate income tax payable 14,389
Notes payable - investors 131,500
Notes payable-bank 7,274
Total current liabilities 1,143,722 351,139
Long term liabilities
Note payable - bank 13,855
Total liabilities 364,994
Capital stock
Common stock-authorized 2,000 common shares, par value $1.00 each, at
August 31, 1997 and May 31, 1998 the number of shares outstanding was
2,000 respectively. 2,000 2,000
Retained earnings 213,806 147,511
Total stockholders' equity 215,806 149,511
Total liabilities and stockholders' equity $359,528 $514,505
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
B.G. BANKING EQUIPMENT, INC.
STATEMENT OF OPERATIONS
For the nine For the nine
For the year For the year months ended May months ended May
ended ended 31, 31,
August 31, 1996 August 31, 1997 1997 1998
Unaudited Unaudited
<S> <C> <C> <C> <C>
Revenue $774,930 $1,096,756 $714,874 $869,482
Costs of goods sold 375,868 533,787 382,234 393,008
Gross profit 399,062 562,969 332,640 476,474
Operations:
General and administrative 378,015 467,235 264,207 520,030
Depreciation and amortization 9,678 11,097 13,908 24,983
Total expense 387,693 478,330 278,115 545,013
Income before corporate taxes 11,369 84,639 54,525 (68,539)
Corporate income taxes 2,559 16,032 11,757
Other income and expenses
Interest Income
Interest income 350 2,107 725 2,244
Total other income and expenses 350 2,107 725 2,244
Net income (loss) $8,460 $70,714 $43,493 $(66,295)
Net income (loss) per share -basic
Number of shares outstanding-basic
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
B.G. BANKING EQUIPMENT, INC.
STATEMENT OF CASH FLOWS
For the nine For the nine
For the year For the year months ended months ended
ended ended May 31, May 31,
August 31, August 31, 1997 1998
1996 1997 Unaudited Unaudited
<S> <C> <C> <C> <C>
Net income (loss) $8,460 $70,714 $43,493 $(66,295)
Depreciation 9,678 11,097 13,908 24,983
Adjustments to reconcile net income (loss)
to net cash
Account receivables 4,056 (72,427) 3,092 (96,773)
Inventory (70,600) 1,491 (33,514) (6,404)
Prepaid expenses (3,887) 3,887 (16,913) (1,200)
Accounts payable and accrued expenses 72,403 (10,790) (25,338) 64,113
Customer deposits payable 2,564 2,063 (11,407) 18,919
Corporate taxes payable 6,400 12,389 5,870 (19,749)
TOTAL CASH FLOWS FROM OPERATIONS 29,074 18,424 (20,809) (82,406)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital assets (656) (7,227) (5,820) (39,682)
Note receivable-affiliate (1,284) (222) (124,163)
Note receivable- non affiliate (4,423)
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES 9,621 (8,511) (6,042) (168,268)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan payable- investors 131,500
Note payable-bank 21,129
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 152,629
NET INCREASE (DECREASE) IN CASH 28,986 9,913 (26,851) (13,282)
CASH BALANCE BEGINNING OF PERIOD 15,022 44,008 44,008 53,921
CASH BALANCE END OF PERIOD $44,008 $53,921 $17,157 $40,639
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
B.G. BANKING EQUIPMENT, INC.
STATEMENT OF STOCKHOLDERS EQUITY
Common Stock Common Stock Retained
Date Earnings Total
<S> <C> <C> <C> <C>
09-01-1995 2,000 $2,000 $134,632 $136,632
08-31-1996 Net profit 8,460 8,460
08-31-1996 2,000 $2,000 $143,092 $145,092
08-31-1997 Net profit 70,714 70,714
08-31-1997 2,000 $2,000 $213,806 $215,806
Unaudited
05-31-1998 Net loss (66,295) (66,295)
05-31-1998 2,000 $2,000 $147,511 $149,511
</TABLE>
<PAGE>
Note 1. Organization of Company and Issuance of Common Stock
a. Creation of the Company
B.G. Banking Equipment, Inc., (the "Company") was formed under the laws of
Kentucky on March 10, 1977 as AAA Alarms and Services, Inc. with an authorized
capitalization of 1,000 common shares, $1.00 par value each. On September 1,
1993 the certificate of incorporation was amended changing the name of the
Company to B.G. Banking Equipment, Inc.
b. Description of the Company
The Company is in the business of buying, selling, trading and refurbishing
of financial equipment for banks and other financial institutions.
c. Issuance of Capital Stock
On March 11, 1997, the Company issued an aggregate of 2,000 shares of
common stock to Roberta Clark and Paul Clark in consideration for $2,000 or
$1.00 per share.
Note 2-Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
The financial statements presented consist of the balance sheet of the
Company as at August 31, 1996 and 1997 and the unaudited balance sheet as of May
31, 1998 and the related statements of operations, stockholders equity and cash
flows for the years ended August 31, 1996 and 1997 and the related unaudited
statements of operations, stockholders equity and cash flows for the nine months
ended May 31, 1997 and 1998.
b. Cash and cash equivalents
The Company treats temporary investments with a maturity of less than three
months as cash.
c. Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives using the straight line
methods over a period of five years. Maintenance and repairs are charged against
income and betterment's are capitalized.
d. Earnings per share
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, EARNINGS PER SHARE ("Statement No.
128"). Statement No. 128 applies to entities with publicly held common stock or
potential common stock and is effective for financial statements issued for
periods ending after December 15, 1997. Statement No. 128 replaces APB Opinion
15, Earnings per Share ("EPS"). Statement No. 128 requires dual presentation of
basic and diluted earnings per share by entities with complex capital
structures. Basic EPS includes no dilution and is computed by dividing net
income by the total number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution of securities that could dilute the shares
in computing the earnings of the Company such as common stock which may be
issuable upon exercise of outstanding common stock options or the conversion of
debt into common stock.
Pursuant to the requirements of the Securities and Exchange Commission, the
calculation of the shares used in computing basic and diluted EPS include the
shares of common stock outstanding as of May 31, 1998.
Shares used in calculating basic and diluted net income per share were as
follows:
Year ended Year ended Nine months Nine months
August 31, August 31, May 31, May 31,
1996 1997 1997 1998
-----------------------------------------------------------
Total number common
shares outstanding 2,000 2,000 2,000 2,000
e. Revenue recognition
Revenue is recognized when products are shipped or services are rendered.
f. Selling and Marketing Costs
Selling and Marketing - Certain selling and marketing costs are expensed in
the period in which the cost pertains. Other selling and marketing costs are
expensed as incurred
g. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect 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.
h. Significant Concentration of Credit Risk
At August 31, 1997 and May 31, 1998, the Company has concentrated its
credit risk by maintaining deposits in several banks. The maximum loss that
could have resulted from this risk totaled $-0- and $-0- respectively which
represents the excess of the deposit liabilities reported by the banks over the
amounts that would have been covered by the federal insurance.
i. Asset Impairment
The Company adopted the provisions of SFAS No. 121, Accounting for the
impairment of long lived assets and for long-lived assets to be disposed of
effective January 1, 1996. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. There
was no effect of such adoption on the Company's financial position or results of
operations.
Note 3 - Sale of Company
On April 15, 1998, the Company entered into an Agreement of Business
Combination, the ("Agreement"), with Maritime Transport & Technology, Inc., a
New York corporation, pursuant to which the Company and an affiliated entity
controlled my Paul and Roberta Clark exchanged all the issued and outstanding
shares of common stock of these entities for 11,282,250 shares of Maritime's
common stock.
The transaction has been accounted for as a reverse acquisition and using
the purchase method of accounting with historic costs being the basis of
valuation, and accordingly, the accompanying financial statements include the
results of operations of the consolidated operations from the effective date of
the acquisition May 31, 1998.
Note 4 - Loan Receivable
The Company advanced $38,500, pursuant to Note Receivable to Morgan Glass &
Mirror, Inc., dated January 1, 1997 with interest at 10.5%. The principal plus
interest is due on demand. At August 31, 1997 and May 31, 1998, the net balance
due the Company is $38,000 and $13,598 respectively.
The Company advanced $13,900, pursuant to Note Receivable to AAA Alarm
Systems, Inc. dated May 31, 1998 with interest at 10.5%. The principal plus
interest is due on demand. At August 31, 1997 and May 31, 1998, the net balance
due the Company is $13,900 and $13,900 respectively.
Note 5 - Marketable Securities, Available for Sale
The Company adopted Financial Accounting Standards Board ("FASB") Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
which requires that investments in equity securities that have readily
determinable fair values and investments in debt securities be classified in
three categories: held-to-maturity, trading and available-for-sale. Based on the
nature of the assets held by the Company and Management's investment strategy,
the Company's investments have been classified as available-for-sale. Management
determines the appropriate classification of debt securities at the time of
purchase and reevaluates such designation as of each balance sheet date.
Securities classified as available-for-sale are carried at estimated fair
value, as determined by quoted market prices, with unrealized gains and losses,
net of tax, reported in a separate component of stockholders' equity. At August
31, 1997, the Company had no investments that were classified as trading or
held-to-maturity as defined by the Statement.
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at August 31, 1997:
Estimated
Gross Gross Fair
Unrealized Unrealized Market
Cost Gains Losses Value
Cash $ 53,921 $-0- $ -0- $ 53,921
Total cash and cash
equivalents $ 53,921 $-0- $ -0- $ 53,921
The following is a summary of cash, cash equivalents and available-for-sale
securities by balance sheet classification at May 31, 1998:
Estimated
Gross Gross Fair
Unrealized Unrealized Market
Cost Gains Losses Value
Cash $ 23,698 $-0- $ -0- $ 23,698
Total cash and cash
equivalents $ 23,698 $-0- $ -0- $ 23,698
Note 6 - Assets
a. Inventory
Inventory has been recorded at the lower of cost or market under the
first-in-first-out method. Inventory components as of August 31, 1997 and May
31, 1998 were goods available for sale aggregating $78,359 and $72,852
respectively.
b. Capital Assets
Capital Assets for the Company consisted of the following at August 31,
1997:
Equipment and tools $ 34,154
Autos and trucks 54,078
Office equipment 24,895
Leasehold improvements 13,745
Total $126,872
Less accumulated depreciation 114,672
Total $ 12,200
Capital Assets for the Company consisted of the following at May 31, 1998:
Asset
Equipment and tools $ 46,344
Autos and trucks 81,572
Office equipment 24,895
Leasehold improvements 13,745
Total $166,556
Less accumulated depreciation 139,655
Total $ 26,901
Note 7 - Related Party transactions
a. Issuance of Shares of Capital Stock
The Company issued and aggregate of 2,000 shares of common stock to Paul
and Roberta Clark in consideration for $2,000.
b. Due to Related Parties
Certain officers of the Company have the following amounts due as of August
31, 1997 and May 31, 1998 aggregating $34,081 and $133,844 respectively. These
amounts are payable on demand without interest.
c. Managerial Relationship
Mr. Paul Clark is the President of both the Company and Financial Building
Equipment Exchange, Inc.
d. Change in Managerial Control
On April 15, 1998, the Company exchanged all of its issued and outstanding
shares of common stock in exchange for 11,282,250 shares of Maritime pursuant to
Agreement. This Agreement enables the Company to have majority managerial and
financial control in the decision making process of the Maritime.
In a separate private transaction, the principals of the Company acquired
on in December, 1997 27,943,370 shares of Maritime's common stock, which
subsequently reverse split in a ratio of 10 to 1 on April 14, 1998.
e. Lease of Office Space
The Company rents an aggregate of 23,976 square feet of office and
warehouse space from Paul Clark, the Company's President, located at Building
1535 Memphis Junction Road, Bowling Green, Kentucky, 42101 for a monthly rent of
$ 5,000 pursuant to a lease dated August 1, 1998 for 3 years.
Note 8 - Income Taxes
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of August 31, 1997 and May 31, 1998,
the Company's current tax liability was $5,849 and $-0- respectively.
Note 9 - Bank Loans Payable
Loans Due South Central Bank of Bowling Green, Inc.
The Company is obligated to repay a loan payable to the South Central Bank
of Bowling Green, Inc. in the principal amount of $8,052 in 36 equal monthly
installments of $263.54 beginning January 16, 1998 with interest at 11%. The
balance due at May 31, 1998 is $7,077. The loan is secured by a 1992 Ford truck.
The Company is obligated to repay a loan payable to the South Central Bank
of Bowling Green, Inc. in the principal amount of $14,052 in 40 equal monthly
installments of $342.66 beginning June 20, 1998 with interest at 7.75%. The
balance due at May 31, 1998 is $14,052. The loan is secured by a 19925 Buick
Park Avenue.
Note 10 - Loans Payable Investors
On January 1, 1998, the Company conducted a private placement offering
3,000,000 shares of common stock at $1.00 per share. As of May 31, 1998, the
Company received an aggregate of $131,500. The moneys received are reflected as
an investor loan payable until the shares of common stock are issued by the
Company.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statements for the six month period ended June 31, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 75,589
<SECURITIES> 0
<RECEIVABLES> 237,234
<ALLOWANCES> 0
<INVENTORY> 158,884
<CURRENT-ASSETS> 495,032
<PP&E> 303,369
<DEPRECIATION> 259,326
<TOTAL-ASSETS> 743,493
<CURRENT-LIABILITIES> 502,237
<BONDS> 0
0
0
<COMMON> 151,308
<OTHER-SE> 76,093
<TOTAL-LIABILITY-AND-EQUITY> 743,493
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 53
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (53)
<INCOME-TAX> 0
<INCOME-CONTINUING> (53)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (53)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
