UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-14047
CARDINAL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 04-2392188
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6975 SOUTH UNION PARK CENTER #600, SALT LAKE CITY, UTAH 84047
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 256-9600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports, and (2) has been
subject to such filing requirements for the past 90 days.
[ X ] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
Revenue for the year ended December 31, 1999: $7,500.
As of March 28, 2000 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the low
or almost non-existing trading of the Registrant's Securities.
As of March 28, 2000 the number of shares outstanding of the Registrant's
Common Stock was 5,798,697.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Cardinal Industries, Inc. ("the Company")was organized in the
Commonwealth of Massachussetts. Subsequently, Cardinal Industries,
Inc. domicile has been changed to Nevada.
The Company is currently seeking a business opportunity merge with
or acquire, but to date has not located in any such business opportunities.
There is no assurance that the Company will be successful in finding any
business opportunity to merge with or acquire.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently has no office and pays no rent.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - not applicable
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 2000, the Company has not
been able to obtain any reliable trading history for the period reported.
During the year ended December 31, 1999 there appeared to be little or no
trading in the stock of the Company. As of March 28, 2000, the Company had
approximately 368 shareholders of record.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board of Directors has no present intention of
declaring any dividends. For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its
business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company had no operating revenue during the year ended December
31, 1999. Total stockholders' equity was $(36,675), as compared to $(42,225)
at December 31, 1998. The Company has no operating capital for future
operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets and is currently in the process of
looking for business opportunities to merge with or acquire. At minimum, the
Company will need to raise additional capital through private funding to meet
the financial needs of being a reporting company. There is no guarantee that
the Company will be successful in obtaining necessary funding to develop any
business opportunities.
RESULTS OF OPERATIONS
The Company reported a net gain of $5,500 for the year ended
December 31, 1999, compared to a loss of $(2,250) for the previous year. The
Company anticipates very little or no overhead from future operations until a
successor business can be acquired or merged. The only expenses anticipated
in the future is professional fees and directors fees.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its
subsidiaries have been filed as part of this report (see Item 8 "Financial
Statements and Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of December 31, 1999.
Statements of Operations for the years ended December 31, 1999 and
December 31, 1998.
Statement of Stockholders' Equity for the period from December 31,
1996 to December 31, 1999.
Statement of Cash Flows for the years ended December 31, 1999 and
December 31, 1998.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under
which they are required or because the required information is given in the
financial statements or notes thereto.
PART III
ITEM 8. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's
Board of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (2000) Since Position with the
Company
Paul Adams 40 1999 President and Director
6975 South Union Park Drive
Suite 600
Salt Lake City UT 84047
Paul Adams Mr. Adams has primarily been involved in manufacturing and retail
sales in the sports fishing industry for the past nine years. In addition to
his position with the Company, he is president and director of Tubes and
Tails,Inc. a privately held company.
ITEM 9. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
During the current fiscal year, no one in the Company's management
received compensation.
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS
There are currently no agreements with members of management as to
employment or compensation.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
There is currently no compensation paid to non-employment directors.
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Paul Adams 0 0%
6975 South Union Park Drive
Suite 600
Salt Lake City UT 84047
International Venture
Capital & Advisory, Inc. 3,000,000 51.7%
ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the reported year the Registrant did not enter into any
transactions with management which are to be reported under this Item.
ITEM 12. EXHIBITS, AND REPORTS ON FORM 8-K
(A) Exhibits
EXHIBIT
NO. DESCRIPTION
23.01 Consent of Crouch, Bierwolf & Chisholm
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Cardinal Industries, Inc.
By: Paul Adams
/s/ Paul Adams
Dated: April 10, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Paul Adams President and Director
(Principal Executive and
Financial Officer) April 10, 2000
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheet - December 31, 1999.
Statements of Operations - For the years ended December 31, 1999 and
December 31, 1998.
Statement of Stockholders' Equity - For the period from December 31,
1997 to December 31, 1999.
Statement of Cash Flows - For the years ended December 31, 1999 and
December 31, 1998.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Cardinal Industries, Inc.
We have audited the accompanying balance sheet of Cardinal Industries, Inc. (a
Nevada Corporation) as of December 31, 1999 and the related statements of
operations, stockholders' equity and cash flows for the years ended December
31, 1999 and 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cardinal Industries, Inc. as
of December 31, 1999 and the results of its operations and cash flows for the
years ended December 31, 1999 and 1998 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 2.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Salt Lake City, Utah
March 28, 2000
CARDINAL INDUSTRIES, INC.
Balance Sheet
ASSETS
December 31,
1999
CURRENT ASSETS
Interest receivable $7,500
TOTAL ASSETS $7,500
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 300
Note payable (Note 5) 39,000
Interest payable 4,875
TOTAL CURRENT LIABILITIES 44,175
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value;
10,000,000 shares authorized;
5,798,697 shares issued
and outstanding 5,799
Additional paid-in capital 1,075,301
Retained Deficit (967,775)
Less: Subscriptions receivable (150,000)
Total Stockholders' Equity (Deficit) (36,675)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,500
CARDINAL INDUSTRIES, INC.
Statements of Operations
For the Years Ended
December 31,
1999 1998
REVENUES $ 7,500 -
EXPENSES
General & Administrative - 300
Interest 1,950 1,950
TOTAL EXPENSES 1,950 2,250
Net Income (Loss) From Operations 5,550 (2,250)
NET INCOME (LOSS) 5,550 (2,250)
(LOSS) INCOME PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE SHARES
OUTSTANDING 5,798,69 3,048,697
CARDINAL INDUSTRIES, INC.
Statement of Stockholders' Equity
For the years ended December 31, 1998 through December 31, 1999
Additional
Common Stock Paid-in Retained Subscription
Shares Amount Capital Deficit Receivable
Balance as of
December 31, 1997 2,798,697 $ 2,799 $928,301 $(971,075) $ -
Common stock issued
for note receivable
at $.05 per share 3,000,000 3,000 147,000 (150,000)
Net (loss) - - - (2,250) -
Balance as of
December 31, 1998 5,798,697 5,799 1,075,301 (973,325) (150,000)
Net Income - - - 5,550 -
Balance as of
December 31, 1999 5,798,697 $ 5,799 $1,075,301 (967,775 (150,000)
CARDINAL INDUSTRIES, INC.
Statements of Cash Flows
For the years ended
December 31,
1999 1998
Cash Flows from Operating Activities
Net gain $5,550 $(2,250)
Less non-cash items:
Increase in accounts payable/Notes Payable 1,950 2,250
Increase in interest receivable (7,500) -
Net Cash Provided (Used) by
Operating Activities - -
Cash Flows from Investing Activities
- -
Cash Flows from Financing Activities
Cash from stock issuance - -
Net Cash Provided (Used) by
Financing Activities - -
Increase in Cash - -
Cash and Cash Equivalents at
Beginning of Period - -
Cash and Cash Equivalents at
End of Period $ - $ -
Supplemental Cash Flow Information:
Cash paid for:
Interest $- $-
Income taxes $- $ -
CARDINAL INDUSTRIES, INC.
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated as Sanson Institute of Heraldry, Inc., under
the laws of the Commonwealth of Massachussetts on February 21, 1966, for the
purpose of engaging in any lawful business activity. On April 25, 1975, the
Company changed it's name to Cardinal Industries, Inc. There have been no
operations since 1991.
In 1999, the Company created and later merged with, a Nevada subsidiary.
b. Recognition of Revenue
The Company recognized income and expense on the accrual basis of
accounting
c. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.
d. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carry forwards totaling approximately $965,000 that will be offset against
future taxable income. These NOL carry forwards have already begun to expire.
No tax benefit has been reported in the financial statements because the
Company believes there is a 50% or greater chance the carry forward will
expire unused. The current year net income was offset from part of the NOL
carryforward.
Deferred tax assets and the valuation account is as follows at December
31, 1999
December 31, 1999
Deferred tax asset:
NOL carry forward $ 330,000
Valuation allowance (330,000)
Total $ -
e. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting period. In these financial
statements, assets involve extensive reliance on management's estimates.
Actual results could differ from those estimates.
CARDINAL INDUSTRIES, INC.
Notes to the Financial Statements
December 31, 1999
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that
the company will continue as a going concern. The company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations. The financial statements do not include any
adjustments that might result from the outcome of uncertainty. It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.
NOTE 3 - STOCKHOLDERS' EQUITY
During December 1998, the Company issued 3,000,000 shares of common stock
in exchange for a note receivable in the amount of $150,000.
NOTE 4 - RELATED PARTY TRANSACTIONS
During December 1998, the Company issued 3,000,000 shares of common stock
to International Venture Capital and Advisory, Inc. in exchange for a note
receivable of $150,000. The note bears interest at 5% annually and is due on
demand.
NOTE 5 - NOTES PAYABLE
On July 1, 1997, the Board of Directors approved a conversion of an
account payable of $39,000 for past services of an officer for a convertible
debenture accruing interest at 5% per year. The debenture is convertible on
demand at 75% of market value or par value, whichever is greater.
We hereby consent to the use of our audit report of Cardinal Industries, Inc.
dated March 28, 2000 for the year ended December 31, 1999 in the Form 10KSB
Annual Report for the year 1999.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
April 4, 2000
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