SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(x) 15, Annual Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required) -- For the fiscal year ended December 31, 1998.
( ) 15, Transition Report Under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 (No Fee Required)
Commission file Number 0-10926
TECFIN CORPORATION
(Name of small business issuer in its charter)
Delaware 11-2552239
(State or other jurisdiction of (IRS Employer ID number)
incorporation or organization)
107 Northern Boulevard
Great Neck, N. Y. 11021
(Address of principal executive offices)
Issuer's telephone number - (516) 829-3774
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(9) of the Exchange Act:
Common Stock, $.0001 Par Value
(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes.x.No...
Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB (X)
Issuer's revenues for its most recent fiscal year aggregated $13,563.
An assumed aggregate market value of the Common Stock held by non-affiliates
( 33,883,221 shares) has been computed by averaging a bid price of $.001 per
share with the average of an asked price of $.01 per share as contained in
the "Pink Sheets" published by the National Quotation Bureau for the quarter
ended March 31, 1999. Such assumed value is approximately $169,416
(33,883,221 x .005). See also Item 5 of this Report. The number of outstanding
shares of the registrant's Common Stock, as of March 31, 1999, excluding
285,000 treasury shares, was 64,205,721.
DOCUMENTS INCORPORATED BY REFERENCE - None
This report consists of 18 pages
PART I
Item 1. DESCRIPTION OF BUSINESS
(a) (b) - Business Development and Business of Issuer.
General - The Company was organized in the State of Delaware on February
23, 1981. During the past three fiscal years of the Company, neither it
nor it's subsidiary (i.e., TecFin Capital Corp. ("Tec Cap") generated
any new business; and, in substance, none of them conducted any meaningful
business operations. See also "Management's Discussion and Analysis or
Plan of Operation "elsewhere in this report.
Personnel - Mr. Sanders H. Wallick, in his capacity of Chief Executive
Officer of the Company (and TecCap,) devotes such of his time and efforts to
the business and affairs as he deems necessary. From time to
time the Company employs such clerical and administrative personnel, on
either a full-time or part-time basis as is deemed necessary. As at December
31, 1998, neither the Company nor its subsidiary had any full-time or
part-time employees.
Item 2. DESCRIPTION OF PROPERTY
Since 1993 the Company maintains its office at 107 Northern Boulevard, Great
Neck, New York. The rent is paid by various affiliates of Mr. Sanders H.
Wallick and have permitted and presently continue to permit the Company
to maintain it's offices on the premises at no cost to the Company.
Item 3. LEGAL PROCEEDINGS.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCK HOLDER MATTERS.
(a) - Market Information.
The Common Stock of the Company is nominally traded in the over-the-
counter market. Prior to November 14, 1985, such Common Stock was quoted
in the over-the-counter NASDAQ system; but such quotation was terminated on
or about November 13, 1985. While quotations may be available from time to
time from various dealers upon request, and quotations appear from time to
time in the "Pink Sheets" published by the National Quotation Bureau, the
market for the Company's Common Stock does not appear to qualify as an
"established trading market" as such term is defined in Securities and
Exchange Commission regulations. To the best knowledge of the Company, high
and low bid prices for the Common Stock of the Company and range of the bid
and asked prices and prices have not been published by recognized sources
since 1995 and Management of the Company is not aware of such prices for
the quarterly periods within the past two fiscal years except that:
(a)The "Pink Sheets published by the National Quotation Bureau by quarter
for 1998 are as follows:
<TABLE>
<CAPTION>
1998\tab \tab \tab Closing Bid\tab \tab \tab Closing Ask
High Low High Low
<S> <C> <C> <C> <C>
Q/E 3/31/98 $.005 $.005 $.02\tab \tab $.01
Q/E 6/30/98 .005 .005 \tab .02\tab \tab .02\tab
Q/E 9/30/98\tab .005\tab .005\tab .02\tab \tab .012
Q/E 12/31/98\tab .005 .001 .02 .01
</TABLE>
(b) the "Pink Sheets" dated March 10, 1997, contains these quotations for
the Company's Common Stock, one indicates only a bid price of $.0005 per
share an asked price of $.025 per share and another one indicates only an
asked price of $.02 per share. Generally speaking, the "Pink Sheets"
published by the National Quotation Bureau, Inc., reflect inter-dealer
prices ,without retail mark-up, mark-down or commissions, and, unless
otherwise specified, may not represnt actual transactions.
(b) - Holders - The number of holders of record of the Common Stock of
the Company as of March 30, 1999, was approximately 769.
(c) - Dividends - No dividends on the Common Stock have been paid
since the organization of the Company.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(The material contained in this Item 6 should be read in conjunction with
the consolidated financial statements of the Company and notes thereto
appearing elsewhere in this report. All computations contained in this
Item are based upon the liquidation basis of accounting.
Results of Operations
Operating revenues for the last two fiscal years were $13,563(1998)
and $12,324(1996). Operating expenses which consisted of selling, general
and administrative exzpense amounted to $5,942 for 1998 and $4,345 for
1997 Net income for 1998 was $7,621 and for 1997 was $7,979. Net earnings per
share were $0 for 1997 and $0 for 1996. The weighted average number of shares
of Common Stock outstanidng at such dates was 64,205,721 in each case.
The Company does not believe the results of operations were significantly
impacted by inflation during the two years ended December 31,1998.
The following table sets forth in detail an analysis of revenues and
expenses as reported in the financial statements contained herein for the
periods indicated, as well as related percentages:
<TABLE>
<CAPTION>
\tab \tab \tab Years Ended December 31.
% 1997 % 1996
= ==== = ====
<S> <C> <C> <C> <C>
REVENUES:
=========
Lease Revenue ------------- $ $
Interest Income ----------- 100 $ 13,563 100 $12,324
________ _______
Total Revenues --------- $ 13,563 $12,324
======== =======
EXPENSES: (Including Percentage of Total Revenues)
=========
Cost of Sales --------------- O $ -- O $ --
Other Expenses -------------- 44 $ 5,942 35 $ 4,345
-------- --------
Total Expenses ---------- 44 $ 5,942 35 $ 4,345
======== ========
</TABLE>
Liquidity, Capital Resources and Other Matters Affecting Financial
Condition
As as December 31, 1998, on a liquidation basis: the Company's total
ASsets (all of which were cash related) aggregated $176,022; the Company's
total liabilities aggregated $21,107; and shareholders' equity aggregated
$154,915. As at December 31, 1997, on a liquidation basis: the Company's
total assets (all of which were cash related) aggregated $168,401; the
Company's total liabilities aggregated $21,107; and shareholders' equity
aggregated $147,294.
As can be seen from the above and the financial statements contained
elsewhere herein, the Company is in a limited liquidity and capital
resources position. Such position is principally due to the defaults
appertaining to (i) two substantial equipment leases which defaults took
place in 1990 and 1991; and (ii) the default in the sub-lease of the
premises 275 Northern Boulevard, Great Neck, NY. The lack of new business
in fiscal 1997 and 1996 and cash flow results in such periods are additional
adverse factors that contribute to the Company's present liquidity and
capital resources position; the substantial improvement of which positions
are presently principally dependent upon the realization by the Company of
monies owing to it from the defaulting parties concerned as well as upon
the ability of the Company to generate new and profitable business.
The Company presently does not have any specific plans in mind which
would materially change favorably either (i) its short term or long term
liquidity (i.e., ability to generate adequate amounts of cash to meet its
needs for cash) or (ii) its capital resources position (i.e., source of
funds). Furthermore, there are no trends or events known to Management
that will result in, or that are reasonably likely to result in, the
Company's liquidity increasing in any material way in the foreseeable
future. See also Note 3 of the Notes to Consolidated Financial Statements
elsewhere herein. The present limited liquidity and capital resources
position of the Company will necessarily adversely affect: the financial
condition of the Company; its ability to enter into new lease financing and
brokerage arrangements, which line of business has been the Company's
principal source of revenues since 1986; its prospects for the future; and
its ability to continue in existence. See also Note 3 of the Notes to
Consolidated Financial Statements elsewhere herein.
While Management believes that the Company will be able to continue in
existence during the twelve month period ending December 31, 1999, there
can be no assurance that the Company will be able to generate sufficient
cash to remain in existence thereafter.
ITEM 7. FINANCIAL STATEMENTS.
The information required by Item 7 appears on pages F-1 through F-8
of this Report, which pages follow page 9 of this Report.
The following is an Index to the referred to Financial Statements:
Report of Independent Certified Public Accountants F1
Consolidated Statement of Net Assets - Liquidation Basis
As at December 31, 1998 and 1997 F2
Consolidated Statement of Changes in Net Assets -
Liquidation Basis - For years ended December 31, 1998
1997 and 1996 F3 to F5
Consolidated Statement of Changes in Stockholders's Equity -
Liquidation Basis
For years ended December 31, 1998, 1997 and 1996 F6
Notes to Consolidated Financial Statements F7 to F8
All schedules supporting financial statements are omitted because they
are not applicable or the required information is shown in the financial
statements or notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Name
Sanders H. Wallick President and Chairman of the Board
James R. Wallick Vice-President and Director
Business Experience
Mr. Sanders H. Wallick, age 75, has been President and Chief Executive
Officer and Chairman of the Board of the Company since December 15, 1982.
Mr. Wallick has been engaged, as a principal and Chief Executive Officer,
in various areas of the automobile business for more than the 37 years last
past. He is presently, and has been for more than the five years last
past, a principal and President and Chief Executive Officer of each of MIC
Leasing Corp., an automobile leasing company; U.S. Automotive Industries,
Inc., a wholesale dealer in new and used automobiles; and U.S. Auto Imports
& Exports, Inc., a wholesale dealer in new and used automobiles. He is
also presently, and has been since September, 1981, a principal, and an
officer of Apple Chevrolet, Inc., a new car dealer.
Mr. James R. Wallick, age 47, has been a Vice-President and a Director
of the Company since December 15, 1982. Mr. Wallick is the son of Sanders
H. Wallick and has been engaged, as a principal and executive officer, in
various aspects of the automobile business for more than the five years
last past. Since May 1998 has been a director of Fidelity Holdings Inc, (a
publically held company). His principal past activity is that of Chief
Executive Officer of Apple Chevrolet, Inc., a G.M. franchised new car dealer
Fairlawn, New Jersey, which has been operated by him since its acquisition
in September, 1981 to 1988. From March, 1980, to September, 1981, he was the
Chief Executive Officer of Brahms Chevrolet, Inc.,another G.M. franchised new
car dealer in New Jersey. He also holds interests in each of the entities
set forth above with respect to his father and was actively engaged, as an
executive officer, in each of such entities for more than the five years.
ITEM 10. EXECUTIVE COMPENSATION.
(a) General
(1)(2) During the past three fiscal years of the Company, no plan or
non-plan compensation was awarded to, earned by, or paid to, any Executive
Officer or Director of the Company for services rendered to the Company and
its subsidiaries in any capacity; during the past three fiscal years, a
former officer and director was paid a total of $500 for legal services
rendered to the Company.
(b) Summary Compensation Table
Not Applicable.
(c) Option/SAR Grants Table -- Not Applicable.
(d) Aggregated Option/SAR Exercise and Fiscal Year End Option/SAR
Value Table -- Not Applicable.
(e) Long Term Incentive Plan ("LTIP") Awards Table -- Not Applicable.
(f) Compensation of Directors
Directors who are not employees of the Company, or any of its
subsidiaries, are entitled to receive an attendance fee of $300, plus
expenses, for each meeting of the Board attended. There were no formal
meetings of the Board of Directors during the fiscal year ended December
31, 1998, and, accordingly, no attendance fees were paid to anyone.
(g) Employment contracts and termination of employment and change in
control arrangements.
There are no employment agreements in effect with any executive
officer of the Company nor are there in effect any compensatory plan or
arrangement relating to or resulting from the resignation, retirement or
any other termination of such executive officer's employment with the
Company or any of its subsidiaries or from a change in control.
(h) Report on repricing of options/SAR's -- Not Applicable.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a)(b) The following table sets forth certain information as of March 10,
1998, regarding each person known by the Company to own beneficially more
than 5 % of the Company's Common Stock, each director of the Company who
owns shares of Common Stock, and all directors and officers of the Company
as a group.
<TABLE>
<CAPTION>
Approximate
Amount and Nature of Percent
Name and Address Beneficial Ownership (1) of Class *
====================== ======================== ===========
<C> <C> <C>
Sanders H. Wallick
107 Northern Boulevard
Great Neck, N. Y. 11021 16,151,250 (2) 25
James R. Wallick
107 Northern Boulevard
Great Neck, N. Y. 11021 14,171,250 (3) 22
All Directors and
Officers as a Group
(2 persons) 30,322,500 47
</TABLE>
* All calculations are based upon 64,205,721 shares outstanding.
(1) Unless otherwise indicated, all shares are directly owned, and the
sole investment and voting power is held, by the persons named.
(2) Represents: 5,113,333 shares which are directly owned and as to which
Mr. S. H. Wallick has the sole investment and voting power and a 50%
interest in 22,075,834 shares held by MIC Leasing Corp. the capital stock
of which is owned 50X by Mr. S. H. Wallick and 50% by Mr. J. R. Wallick.
Messrs. S. H. Wallick and J. R. Wallick can be deemed to equally share the
investment and voting power of the 22,075,834 shares owned by MIC Leasing
Corp.
(3) Represents: 3,133,333 shares which are directly owned and as to which
Mr. J. R. Wallick has the sole investment and voting power and a 50%
interest in 22,075,834 shares held by MIC Leasing Corp. the- capital stock
of which is owned 50% by Mr. S. H. Wallick and 50% by Mr. J. R. Wallick.
Messrs. S. H. Wallick and J. R. Wallick can be deemed to equally share the
investment and voting power of the 22,075,834 shares owned by MIC Leasing
Corp.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(i) During the fiscal year ended December 31, 1991, the Company
loaned $200,000 to MIC Leasing Corporation, a corporation owned by Messrs.
S. H. and J. Wallick. Such loan was evidenced by demand notes bearing
interest at the rate of 10% per annum and personally endorsed by Mr. S. H.
Wallick. As at December 31, 1996, the amount of such loan still
outstanding was $41,501. During the fiscal year ended December 31, 1994,
the Company loaned an additional $100,000 to MIC Leasing Corporation.
Such loan was evidenced by a demand note bearing interest at the rate of
8% per annum and personally guaranteed by Mr. S. H. Wallick. As at
December 31, 1997, the amount of such loan still outstanding was $100,000.
At March 31,1997, the FORM 8-K. notes were sold, assigned, and transferred
to Apple Chevrolet, Inc. a corporation owned by Messrs. S H and J Wallick.
In consideration Apple Chevrolet issued a demand promissory note in the
principle sum of $141,501 bearing interest at 8.75%. See also Notes to
Consolidated Financial Statements, elsewhere herein.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1) Financial Statements and Financial Statement Schedules.
A list of the Financial Statements and Financial Statement
Schedules filed as a part of this Report is set forth in Item 7, which
list is incorporated herein by reference.
(a)(2) Exhibits
(3) (a) Certificate of Incorporation of Registrant.(Incorporated
by reference to Exhibit 2(a) of Form S-18 Registration Statement of
Issuer, file # 2-71929-NY).
(b) Amendment to Certificate of Incorporation of Issuer.
(Incorporated by reference to Exhibit 3 to Form 8-K of Issuer for event
of March 31, 1983, file # 2-71929-NY).
(c) By-Laws of Issuer. (Incorporated by reference to
Exhibit 2(b) of Form S-18 Registration Statement of Issuer, file # 2-
71929-NY).
11. Statement re computation of per share earnings. (Included in
Note 1 of Notes To Consolidated Financial Statements)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned "hereunto duly authorized.
TECFIN CORPORATION
By: s/ Sanders H. Wallick
Sanders H. Wallick
May 10, 1999 President and Chairman
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
s/Sanders H. Wallick
____________________
(Sanders H. Wallick) Chairman of the Board May 10,1998
(Chief Executive officer
and acting principal
financial and accounting
officer)
s/ James R. Wallick
____________________
(James R. Wallick) Director May 10,1998
\par \tab INDEPENDENT ACCOUNTANTS' REPORT
\par
\par
\par
\par
\par To the Board of Directors
\par TecFin Corporation
\par
\par
\par
\par We have audited the accompanying consolidated statements of net assets
(liquidation basis) of TecFin Corporation as at December 31, 1998 and 1997,
\par and the related consolidated statements of changes in net assets
\par (liquidation basis) and the consolidated statements of changes in
\par stockholders equity (liquidation basis) for the years ended December 31,
\par 1998, 1997 and 1996. These consolidated financial statements are
\par the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements based on
\par our audits.
\par
\par We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation. We believe that our
\par audits provide a reasonable basis for our opinion.
\par
As described in Note 1, the Company's consolidated financial statements have
been prepared on the liquidation basis of accounting.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the net assets in liquidation of
TecFin Corporation as at December 31, 1998 and 1997, and the changes in net
assets in liquidation for the years ended December 31, 1998, 1997 and 1996,
in conformity with generally accepted accounting principles.
The Company plans to use the proceeds of the sale of its assets to satisfy its
obligations. It is not presently determinable whether the amounts realizable
from the disposition of the assets will differ materially from the amounts
shown in the consolidated financial statements.
\par
\par Weinick Sanders Leventhal & Co.,LLP
\par
\par
\par
\par New York, N. Y.
\par April 23, 1999
\par <TABLE>\tab \tab \tab \tab \tab \tab \tab \tab \tab
\par <CAPTION>
\par TECFIN CORPORATION AND SUBSIDIARIES
\par
\par CONSOLIDATED STATEMENTS OF NET ASSETS
\par (Liquidation Basis)
\par
\par
\par
\par
\par
\par
\par
A S S E T S
\par \tab (Note 1)
\par
\par
\par
\tab \tab \tab \tab \tab December 31,
ab \tab \tab 1998 1997
<S> <C> <C>
Cash $ 11,672 $ 17,614
Demand notes receivable -
related party (Note 5) 164,350 150,787
\par \tab \tab \tab \tab -------- ---------
\par \tab \tab \tab \tab 176,022 168,401
\par \tab \tab \tab \tab -------- ---------
\par \tab \tab \tab \tab \tab \tab
\par \tab
L I A B I L I T I E S
\par
\par
\par
\par Liabilities:
Income taxes payable $ 145 $ 145
Accrued expenses and other
current liabilities 20,962 20,962
\par \tab \tab \tab \tab -------- --------
Total liabilities 21,107 21,107
\par -------- --------
\par
Net assets $154.915 $147,294
\par \tab \tab \tab \tab ========= ========
\par </TABLE>
\par
\par
\par
\par
\par
\par
\par
\par
\par \tab See notes to consolidated financial statements.
\par \tab \tab \tab \tab \tab \tab \tab \tab \tab
\par
\par <TABLE>
\par <CAPTION>
\par \tab TECFIN CORPORATION AND SUBSIDIARIES
\par
\par \tab CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
\par \tab \tab (Liquidation Basis)
\par
\par \tab FOR THE YEAR ENDED DECEMBER 31, 1998
\par \tab \tab (Note 1)
\par
\par
\par
\par
\par
\par
\par
\par <S> <C> <C>
\par Net assets as of January 1, 1998 $147,294
\par
\par Sales and operating revenues (Note 5) $13,563
\par
\par Cost and expenses:
\par Selling, general and administrative 5,942
\par \tab \tab -------
\par Income from operations 7,621
\par
\par Provision for taxes (Note 4) -
\par \tab \tab \tab \tab -------
\par Net income 7,621
\tab \tab \tab \tab \tab \tab \tab --------
\par Net assets as of December 31, 1998 $154,915
\par \tab \tab \tab \tab \tab ========
\par
\par Earnings per share (Note 2):
\par \tab Weighted average number of
\par \tab common shares outstanding 64,205,721
\par ==========
\par
\par Income per common share $ -
\par \tab ========
\par
\par
\par </TABLE>
\par
\par
\par \tab See notes to consolidated financial statements.
\par
\par
\par
\par
<TABLE>
<CAPTION>
TECFIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
(Liquidation Basis)
FOR THE YEAR ENDED DECEMBER 31, 1997
(Note 1)
<S> <C> <C>
Net assets as of January 1, 1997 $139,315
Sales and operating revenues (Note 5) $12,324
Cost and expenses:
Selling, general and administrative 4,345
-------
Income from operations 7,979
Provision for taxes (Note 4) -
-------
Net income 7,979
--------
Net assets as of December 31, 1997 $147,294
========
Earnings per share (Note 2):
Weighted average number of
common shares outstanding 64,205,721
==========
Income per common share $ -
========
</TABLE>
See notes to consolidated financial statements.
<TABLE>
<CAPTION>
TECFIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
(Liquidation Basis)
FOR THE YEAR ENDED DECEMBER 31, 1996
(Note 1)
<S> <C> <C>
Net assets as of January 1, 1996 $135,104
Sales and operating revenues (Note 5) $12,152
Cost and expenses:
Selling, general and administrative 7,941
-------
Income from operations 4,211
Provision for taxes (Note 4) -
-------
Net income 4,211
-------
Net assets as of December 31, 1996 $139,315
========
Earnings per share (Note 2):
Weighted average number of
common shares outstanding 64,205,721
===========
Income per common share $ -
===========
</TABLE>
\par
\par
\par
\par
\par \tab See notes to consolidated financial statements.
\par
\par
\par
\par
\par
\par \tab \tab \tab \tab \tab \tab \tab \tab \tab
\par
\par \tab \tab TECFIN CORPORATION AND SUBSIDIARIES
\par
\par \tab \tab NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
\par
\par \tab \tab \tab DECEMBER 31, 1998
\par
\par
\par
\par
\par
\par NOTE 1 - BASIS OF PRESENTATION.
\par
The accompanying consolidated financial statements have been prepared on
the assumption of the liquidation basis of accounting in accordance with
Section 607.02 of the Codification of Financial Reporting Policies adopted
by the Securities and Exchange Commission. The consolidated statement of
net assets (liquidation basis) does not distinguish between current and
long-term balances, as would be reflected if such statement
had been prepared on the assumption of going concern.
\par
\par
\par
\par NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
\par
\par \tab (a) Principles of Consolidation:
\par
\par \tab \tab \tab The accompanying consolidated financial statements
include the accounts of TecFin Corporation and its wholly-owned subsidiaries.
\par All intercompany accounts and transactions have been eliminated in
\par consolidation.
\par
\par
\par \tab (b) Earnings Per Share:
\par
\par \tab \tab \tab Primary income per share is based on the weighted
\par average number of shares outstanding during each year.
\par
\par
\par \tab (c) Liquidation Basis:
\par
\par \tab \tab \tab The accompanying consolidated financial statements
reflect the adoption of a liquidation basis accounting effective January 1,
\par 1992.
\par
\par
\par
\par NOTE 3 - THE COMPANY.
\par
At present, management of the Company does not have any viable plan for
future to meet its short-term or long-term liquidity needs. The Company has
\par not adopted a formal plan of liquidation. However, in the opinion of
\par management, existing assets should be sufficient to extinguish existing
\par liabilities.
\par
\par
\par
\par
\par NOTE 4 - PROVISION FOR INCOME TAXES.
\par
\par \tab \tab \tab The provision for income tax expense varies from the
\par federal statutory rate as follows:
\par
\par <TABLE>
\par <CAPTION>
\par \tab \tab For the Years Ended
\par \tab \tab \tab December 31,
\tab \tab \tab \tab
\tab \tab \tab \tab \tab 1 9 9 8 1 9 9 7 1 9 9 6
<S> <C> <C> <C>
Federal statutory rate $2,591 34.0% $2,713 34.0% $1,432 34.0%
Effect of net operating loss
not available for carryback ( 2,591) (34.0) (2,713) (34.0) (1,432)(34.0)
\tab
Provision for income taxes $ - - % $ - -% $ - -%
======= ===== ======= ===== ====== ======
</TABLE>
At December 31, 1997, the Company has a net operating loss carryforward
of approximately $858,000, which can be applied to reduce future taxable
income through December 31, 2004.
NOTE 5 - RELATED PARTY TRANSACTIONS.
At December 31, 1998, an affililiate owes the Company $164,350 which
are demand notes bearing interest at 8% to 10%. The interest income earned
from these notes were $13,563, $12,324 and $12,152, respectively for the
years ended December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
TECFIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Liquidation Basis)
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(Note 1)
<S> <C>
Common Additional Accumu- Treasury Stock-
Stock Paid-in lated Stock holder's
Amount Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
Balance at
1/1/96 $6449 $1,079,170 ($947,740) ($2,775) $135,104
Net income
year ended
12/31/96 - - 4,211 - 4,211
------ ---------- ---------- ------- --------
Balance at
12/31/96 6,449 1,079,170 (943,529) ( 2,775) 139,315
Net income
year ended
12/31/97 - - 7,979 - 7,979
------ ---------- --------- ------- -------
Balance at
12/31/97 6,449 1,079,170 (935,550) ( 2,775) 147,294
Net income
year ended
12/31/98 - - 7,621 - 7,621
------ ---------- -------- ------- -------
Balance at
12/31/98 $6,449 $1,079,170 ($927,929) ($2,775) $154,915
====== =========== ========== ======== ========
(A)COMMON STOCK 64,490,721 shares for all years
(B)Treasury Stock 285,000 shares for all years
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 11,672
<SECURITIES> 0
<RECEIVABLES> 164,350
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 176,022
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 176,022
<CURRENT-LIABILITIES> 21,107
<BONDS> 0
<COMMON> 1,000
0
0
<OTHER-SE> 153,915
<TOTAL-LIABILITY-AND-EQUITY> 176,022
<SALES> 13,563
<TOTAL-REVENUES> 13,563
<CGS> 0
<TOTAL-COSTS> 5,942
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7,621
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,621
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,621
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
