SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report under Section 13 or 15(d)of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission file number: 0-2677
GAP INSTRUMENT CORP.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
New York 11-1781357
----------------------- ----------------------------------
(State of Incorporation) (IRS Employer Identification Number)
100 Horse Block Rd, Yaphank, New York 11980
- --------------------------------------- ----------
(Address of principal executive office) (Zip Code)
(516) 924-1700
-------------------------------
(Registrant's telephone number)
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.00001 per share - Traded: Over the Counter Market
Aggregate market value of voting stock held by non-affiliates: No Value
Common stock outstanding: 98,678,423
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,
Yes XX No
(2) has been subject to such filing requirements for the past 90 days,
Yes XX No
(3) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes No XX
<PAGE> 1
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CONTENTS
Page(s)
Part I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . 3
2. Properties . . . . . . . . . . . . . . . . . . . . . 4
3. Legal Proceedings . . . . . . . . . . . . . . . . . . 4
4. Submission of Matters to a Vote of Security Holders.. 4
5. Changes in Securities . . . . . . . . . . . . . . . 5
Part II
Item 6. Market for the Registrant's Common Stock
and Related Security Holders' Matters . . . . . . . . 5
7. Five-Year Selected Financial Data . . . . . . . . . . 6
8. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . 7
9. Financial Statements and Supplementary Data . . . . . . 8
10. Disagreements on Accounting and Financial Disclosure. . 16
Part III
Item 11. Directors and Executive Officers of the Registrant. . . 16
12. Management Remuneration and Transactions. . . . . . . . 16
13. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . 17
14. Certain Relationships and Related Transactions . . . . . 17
Part IV
Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . 18
SIGNATURES. . . . . . . . . . . . . . . . . . . . 20
<PAGE> 2
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Part 1
Item 1 - Business
(a) GAP Instrument Corp., organized in 1953, is a systems engineering
oriented manufacturing organization, producing electromechanical/
solid-state systems to satisfy specific military and commercial
requirements for application on board ships, in aircraft, and at ground-
based installations. These various systems are primarily servo mechanisms
and state-of-the-art signal data-conversion equipment employed in load
actuation, information readout display, and operation control.
While utilizing the same disciplines to continue its efforts in
the areas of test equipment and simulation equipment, GAP is attempting
to find appropriate areas of diversification to convert form a military
market to a commercial market.
(b) GAP Instrument Corp.'s operations are classified as a single
industry segment.
(c) (1) (I) The principal market for GAP Instrument Corp.'s
equipment has been the Department of Defense for military
requirements. GAP Instrument Corp. deals with the Department
of Defense directly in open competitive bidding and as a
subcontractor to other major defense contractors on larger
programs. The defense procurement business is very competitive.
(II) Not applicable
(III) The materials utilized in the equipment produced by
GAP Instrument Corp. are obtained from standard sources
within the United States. These include foundries, sheet metal
shops, machine shops, component manufacturers, etc.
(IV) None of the equipment or processes utilized by GAP
Instrument Corp. are covered by patents, licenses, franchises,
etc.
(V) Not applicable.
(VI) Manufacturing operations are scheduled to fulfill
specific product orders under firm contracts primarily from
the Department of Defense. GAP Instrument Corp. does not
carry significant amounts of stock inventory.
(VII) GAP Instrument Corp.'s present overall business is
dependent on a single customer, the Department of Defense,
which presently purchases, either directly or indirectly,
approximately 80 percent in value of its products.
<PAGE> 3
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(VIII) The dollar backlog of orders of GAP Instrument Corp.
at December 31, 1995 was $116,000, compared to $48,000 in
1994. All of the 1995 year-end backlog is expected to be
shipped in fiscal year 1996.
(IX) A significant amount of the business is subject to
termination of contracts at the election of the Department
of Defense. However, such termination procedures usually
provide for the recovery of incurred costs and related profit.
(X) Item (c)(1)(I).
(2) (I) Research and development expenses of $50,628 were
recorded as prepaid expenses during 1994 for diversification
into the telecommunications market. These were expensed during
1995.
(II) Department of Defense.
(III) None.
(IV) The total number of personnel employed by GAP
Instrument Corp. as of the end of fiscal year 1995 was 4.
(d) GAP Instrument Corp. does not engage in material operations in
foreign countries, nor is its business dependent on a domestic geographic
location.
Item 2 - Properties
(a) On October 20, 1993 GAP Instrument Corp. moved into space at
100 Horse Block Rd., Yaphank. The rent is currently $1,000 per month on
a month to month basis. Rent expense for 1995 was $28,600 for the Yaphank
facility.
Item 3 - Legal Proceedings
(a) On September 24, 1993, GAP Instrument Corp. the Debtor filed
partitions for relief under Chapter 11 of the federal bankruptcy laws in
the United States Bankruptcy Court for the. Eastern District of New York.
Under Chapter 11, certain claims against the Debtor in existence prior to
the filing of the petitions for relief under the federal bankruptcy laws
are stayed while the Debtor continues business operations as "Debtor-in-
Possession". These claims are reflected in the December 31, 1994 balance
sheet as "Liabilities subject to Compromise." Additional claims
(liabilities subject to compromise) may arise subsequent to the filing date
resulting from rejection of executory contracts, including leases, and
from the determination by the court (or agreed to by parties in interest)
of allowed claims for contingencies and other disputed amounts. On October
2, 1995, the Company's Plan of Reorganization was approved by the United
States Bankruptcy Court. Payments under the approved plan are reflected
on the Balance Sheet as "Liabilities under a Plan of Reorganization."
(b) Amendment to the by-laws approved by New York State changed
authorized shares from 4,000,000 to 104,000,000 shares, per approval by
stockholders at a special meeting of stockholders December 28, 1993.
Item 4 - Submission of Matters to a Vote of Security Holders
On 28 December 1993 a Special Meeting of Stockholders was held.
resolutions were passed to authorize and empower the Board of directors
to amend, alter, change, add to, repeal, or rescind any and all of the
Bylaws, and that the authorized common stock of GAP Instrument Corporation
be increased from its present amount thereof, to One Hundred Four Million
(104,000,000) shares of par value of One Thousandth of a cent per share
($0.00001).
<PAGE> 4
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Item 5 - Changes in Securities
On July 29, 1994, the Company issued an additional 93,000,000
shares. These shares went - with the approval of the U.S. Bankruptcy
Court for Eastern New York - to resolve post-petition debt.
30,000,000 shares to Advanced Logic Resources, Inc.
30,000,000 shares to Eloco Inc.
20,000,000 shares to Bruce Binnie
5,000,000 shares to Lawrence Monahan
2,000,000 shares to Robert Hood
2,000,000 shares to George Guttner
1,000,000 shares to John Medcie
1,000,000 shares to Alan G Binnie
1,000,000 shares to Letty A Norjen
1,000,000 shares to Michael Fasullo
PART II
Item 6 - Market for the Registrant's Common Stock and Related
Security Holders' Matters
At December 31, 1995, GAP Instrument Corp. had issued and
outstanding 98,678,423 shares of common stock held by 1,087
stockholders of record. 2,000 shares are claimed by two former
officers which are not recognized by GAP Instrument Corp.. Market
prices listed in the following tabulation were obtained from the
National Quotation Bureau, Inc., and represent prices between dealers
and do not include retail markup, markdown, or commission, and may
not necessarily represent actual transactions.
1995 1994
Bid Asked Bid Asked
First Quarter N o Q u o t e N o Q u o t e
Second Quarter N o Q u o t e N o Q u o t e
Third Quarter N o Q u o t e N o Q u o t e
Fourth Quarter N o Q u o t e N o Q u o t e
<PAGE> 5
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<TABLE>
Item 7 - FIVE YEAR SELECTED FINANCIAL DATA FOR THE PERIODS ENDED DECEMBER 31
<CAPTION>
1995 1994 1993 1992 1991
---------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Net Sales $258,439 $332,312 $205,354 $881,991 $1,328,031
Income (loss) from
continuing operations (98,016) (154,677) (415,457) (154,083) 82,292
Provision for income taxes - - - - (26,521)
Net income (loss) before
extraordinary credit
and reorganization expense (98,016) (154,677) (415,457) (154,083) 55,771
Extraordinary credit - gain
from restructuring debt,
including tax benefits net
operating loss carry-forwards - - - - 113,598
Extraordinary gain-gain from
adoption of plan of Reorg-
anization under Chapter 11 293,870 - - - -
Reorganization items:
Professional fees 4,000 7,525 23,000 - -
Net Income (Loss) $191,855 ($162,202) ($438,457)($154,083) $ 169,369
Earnings Per Share
Net income (loss)
share before
extraordinary credit (.00) (.00) (.11) ($.08) $.03
Extraordinary credit .00 - - - $.05
Earnings (loss) per share $.00 ($.00) ($.11) ($.08) $.08
Total Assets $81,332 $184,009 $118,378 $208,750 $ 390,731
Note Payable $ (1) $ (1) (1) $ 88,289 $ 99,414
(1) Note Payable expunged during the Chapter 11 Proceeding
</TABLE>
<PAGE> 6
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Item 8 - Management's Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources
GAP Instrument Corp. has primarily relied on its results from
operations to provide working capital. Due to lack of working
capital on September 23, 1993, GAP Instrument Corp. the Debtor filed
partitions for relief under Chapter 11 of the federal bankruptcy laws
in the United States Bankruptcy Court for the Eastern District of New
York.
In order to continue operations, and pay post petition expenses,
GAP Instrument Corp. issued, on July 29, 1994, 3,000,000 shares of
common stock, and on October 31, 1995, 1,744,070 shares of common
stock, to suppliers and key personnel.
On October 2, 1995 GAP Instrument Corp. emerged from Chapter 11
and is operating under a plan approved by the United States
Bankruptcy Court for the Eastern District of New York and the
creditors.
RESULTS OF OPERATIONS
Operating income (loss) for the years 1995 and 1994, were
($98,016) and ($154,677). Sales volume for the respective years
were $258,439 and $332,312.
GAP Instrument Corp. is fully aware that its military business
over the next decade will continue to decline. Thus, GAP instrument
Corp. entered the tele communications market as a Value Added Network
for the Federal Government and as an Internet Service Provider (ISP)
for Federal contractors.
Federal tax loss carryforwards at December 31, 1995 are ($704,710)
which will provide for future tax benefits relief in future years.
The dollar backlog of sales at December 31, 1995, 1994 and 1993
were $116,000, $48,500, and $123,885, respectively. All of the 1995
backlog will be shipped in 1996.
<PAGE> 7
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Item 9 - Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Page
Balance Sheets as of December 31, 1995 and 1994. 9
Statements of Income (Loss) and Accumulated
Deficit for the Years Ended December 31,
1995, 1994 and 1993. . . . . . . . . . . . . 10
Statements of Cash Flows for the Years
Ended December 31, 1995, 1994 and 1993 . . . 11
Notes to Financial Statements . . . . . . . . . 12
Independent Auditors Report . . . . . . . . . . 15
<PAGE> 8
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GAP INSTRUMENT CORP.
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
December 31,
1995 1994
------------ ------------
Current Assets:
Cash (overdraft) $ (1,553) $ 14,078
Accounts receivable ( Note 3) 61,777 13,491
Inventories, at lower of cost or market (Note 4) - 40,118
------------ ------------
Total current assets 60,224 67,687
Fixed assets, at cost less accumulated
depreciation (Note 5) 12,998 3,761
Other assets 8,110 112,561
------------ ------------
Total assets $ 81,332 $ 184,009
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Liabilities subject to compromise(Note 2) $ - $ 554,705
Accounts payable 29,860 16,216
Liabilities resulting from Plan of
Reorganization (Note 2) 47,194 -
Accrued liabilities - 22,136
Accrued payroll and taxes 347 670
Due from officers (Note 3) 56,000 24,000
----------- ------------
Total current liabilities 133,401 617,727
Long-term debt
Liabilities resulting from
Plan of Reorganization (Note 2) 189,795 -
----------- ------------
Total long-term liabilities 189,795 -
----------- ------------
Total liabilities 323,196 617,727
----------- ------------
Stockholders' Deficit:
Common stock $ .00001 par value 1995
104,000,000 shares authorized;
98,678,423 shares outstanding 1995 987 -
96,934,353 shares outstanding 1994 - 969
Capital in excess of par value 3,341,815 3,341,833
Accumulated deficit (3,584,666) (3,776,520)
----------- -------------
Total stockholders' deficit (241,864) (433,718)
----------- -------------
Total Liabilities and
Stockholders' Deficit $ 81,332 $ 184,009
=========== =============
See Independent Auditor's Report and Notes to Financial Statements.
<PAGE> 9
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GAP INSTRUMENT CORP.
STATEMENTS OF INCOME (LOSS) AND ACCUMULATED DEFICIT
For the years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Years ended December 31,
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Net Sales $ 258,439 $ 332,312 $ 205,354
Cost of sales 199,851 206,750 287,563
---------- ---------- ----------
Gross margin 58,588 125,562 (82,209)
Selling, general and administrative 156,713 280,239 323,156
Other income and expenses - interest income (expense) 109 - (10,092)
---------- ---------- ----------
Loss from continuing operations (98,016) (154,677) (415,457)
Provision for income taxes (Notes 3 and 6) - - -
---------- ---------- ----------
Net (loss) before extraordinary gain
and reorganization items (98,016) (154,677) (415,457)
Extraordinary Gain from adoption of
plan of reorganization (Note 2) 293,870 - -
Reorganization items:
Professional fees 4,000 7,525 23,000
---------- ---------- ----------
Net Income (Loss) $ 191,855 ($ 162,202) ($ 438,457)
Accumulated deficit, beginning of year (3,776,520) (3,614,318) (3,175,862)
---------- ---------- ----------
Accumulated deficit, end of year ($3,584,666) ($3,776,520) ($3,614,318)
============ ============ ============
Earnings Per Share:
Earnings (loss) per common share before extraordinary income ($.001) ($.00) ($.11)
Earnings (loss) per common share $.002 ($.00) ($.11)
Weighted average number of common shares outstanding 98,687,423
============
</TABLE>
See Independent Auditor's Report and Notes to Financial Statements.
<PAGE> 10
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GAP INSTRUMENT CORP.
STATEMENTS OF CASH FLOWS
For the years ended December 31,1995, 1994 and 1993
1995 1994 1993
---------- ---------- ----------
Cash Flows from Operating Activities:
Net income (Loss) $ 191,855 ($162,202) ($438,457)
Add (deduct) non-cash items:
Depreciation and amortization 4,675 1,905 1,903
Gain from adoption of plan
of reorganization (293,870) - -
Add (deduct) other changes:
Accounts receivable (48,286) 4,518 13,603
Inventories 40,118 4,072 83,248
Prepaid expenses - 2,217 8,161
Accounts payable 13,643 (16,888) 33,104
Accrued liabilities (22,136) 22,136 32,996
Accrued payroll and taxes (323) (32,326) 166,730
---------- ---------- ---------
Net Cash Provided (Used) by
Operating Activities (114,324) (176,658) (112,517)
---------- ---------- ---------
Cash Flows from Investing Activities:
Purchase of equipment and
leasehold improvements (13,912) (1,348) -
Principal payments on bankruptcy debt (23,846) - -
Increase in other assets 104,451 (68,645) -
Abandonment of leasehold improvements 8,954
---------- ---------- ---------
Cash Provided (Used) by Investing Activities (66,693) (69,963) 8,954
---------- ---------- ---------
Cash Flows from Financing Activities:
Shareholder loans 32,000 18,000 6,000
Issuance of Stock for Post-Petition Debt - 236,910 -
Payment of Long-term debt - - 94,950
---------- ---------- ---------
Cash Provided (Used)from Financing Activities 32,000 254,910 100,950
---------- ---------- ---------
Net Increase (Decrease) in Cash (15,631) 8,289 (2,613)
Beginning Cash 14,078 5,789 8,402
---------- ---------- ---------
Ending Cash (Overdraft) $ (1,553) $ 14,078 $ 5,789
========== ========== =========
Income Taxes 404 - -
See Independent Auditor's Report and Notes to Financial Statements
<PAGE> 11
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NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
NOTE 1 - BUSINESS DESCRIPTION
GAP Instrument Corp., organized in 1953, is a systems engineering
oriented manufacturing organization, producing electromechanical/solid
-state systems to satisfy specific military and commercial requirements for
application on board ships, in aircraft, and at ground-based installations.
These various systems are primarily servo mechanisms and state-of-the-art
signal data-conversion equipment employed in load actuation, information
readout display, and operation control.
While utilizing the same disciplines to continue its efforts in the
areas of test equipment and simulation equipment, GAP Instrument Corp is
attempting to find appropriate areas of diversification to convert form a
military market to a commercial market.
NOTE 2 - PETITION FOR RELIEF UNDER CHAPTER 11
On September 24, 1993, GAP Instrument Corp. (the Debtor) filed
petitions for relief under Chapter 11 of the federal bankruptcy laws in
the United States Bankruptcy Court for the Eastern District of New York.
Under Chapter 11, certain claims against the Debtor in existence prior to
the filing of the petitions for relief under the federal bankruptcy laws
are stayed while the Debtor continues business operations as Debtor-in-
Possession. These claims are reflected in the December 31, 1994 balance
sheets as "Liabilities subject to Compromise". Additional claims
(liabilities subject to compromise) may come to light subsequent to the
filing date resulting from rejection of executory contracts, including
leases, and from the determination by the court or agreement by parties
in interest. A plan of reorganization was approved on October 2, 1995.
This plan calls for payments over the next five years in settlement of
the compromised liabilities. These liabilities are reflected in the
December 31,1995 Balance Sheet as "Liabilities Resulting from Plan of
Reorganization."
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the significant accounting policies of
GAP Instrument Corp. Assets and liabilities, and revenues and expenses, are
recognized on the accrual basis of accounting. GAP Instrument Corp.
considers all highly liquid debt instruments with a maturity of three
months or less to be cash equivalents. Accounts receivable are recorded
when goods are shipped or when customer is registered(VAN service).
Doubtful accounts are written-off when receivable is determined to be
uncollectable - i.e., contract terminated. As of December 31, 1995 and
1994 no allowance for doubtful accounts was deemed necessary, as management
does not anticipate any further probable losses.
Inventories are stated at the lower of cost (first in-first out)
or market. Machinery and leasehold improvements are stated at cost less
accumulated depreciation and are removed from the asset and accumulated
depreciation accounts when disposed of. Ordinary repairs and maintenance
are charged directly to expense as incurred. Losses were recognized in
1993 for the abandonment of leasehold improvements when GAP Instrument
Corp moved.
<PAGE> 12
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NOTES TO FINANCIAL STATEMENTS CONTINUED
Net sales are recorded on the completed contract method of
accounting. Sales orders normally require delivery dates of less than
one year. The preparation of financial statements in conformity with
generally accepted accounting principals requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates. Liabilities resulting from the adoption of the
plan of reorganization under Chapter 11 of the United States Bankruptcy
Court are shown as "Liabilities resulting from Plan of Reorganization."
The payments under the Plan that are due with-in one year are shown in
the current liabilities and those due later than one year are grouped
with the long term liabilities. The balance sheet caption "Liabilities
Subject to Compromise" are the liabilities as of the date of the
Bankruptcy filing. See Note 2 above.
Officer loans are payable on demand and currently there is no
interest being accrued.
Income taxes: During 1995 the Company adopted FAS 109
(Accounting for Income Taxes.)
This statement requires the use of the asset and liability approach in
the recognition of deferred tax assets and liabilities for the expected
future tax consequences of the event that have been recognized in the
company's financial statements or tax return. If it is more likely than
not that some portion or all of a deferred tax asset will not be realized,
a valuation allowance is realized. Financial statements for prior years,
have not been restated and the cumulative effect of the accounting
change would not be material.
NOTE 4 - INVENTORIES:
Inventories were carried on the FIFO basis.
December 31, 1995 1994 1993
Raw materials and components 0 35,258 $ 36,760
Work in process 0 4,860 7,430
------ --------- ---------
0 $ 40,118 $ 44.190
====== ========= =========
Inventories of raw materials and components were written-off at
December 31, 1995 due to obsolescence of inventories. Parts are
currently purchased on a as needed only basis.
<PAGE> 13
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NOTES TO FINANCIAL STATEMENTS CONTINUED
NOTE 5 - FIXED ASSETS:
Fixed assets at December 31 consisted of the following:
1995 1994
---------- ----------
Production Equipment and leasehold improvements $ 5,730 $ 20,331
Administrative equipment 13,848 -
---------- ----------
19,578 20,331
Less: Accumulated depreciation and amortization (6,580) (16,570)
---------- ----------
Fixed assets net of accumulated depreciation $ 12,998 $ 3,761
========== ==========
Assets are depreciated over five and ten year periods using the straight
line depreciation method. Leasehold improvements are amortized over the
remaining life of the lease. Depreciation and amortization expense for
the years ended December 31, 1995, 1994 and 1993 was $4,675, 1,905, and
$1,903, respectively. Leasehold improvements were abandoned when the
Company moved its facilities. Depreciation is computed on the tax basis,
MACRS. The difference between straight line and MACRS is not material.
NOTE 6 - INCOME TAXES:
The annual provision for income taxes differs from amounts computed
applying the maximum US Federal income tax rate to the pre-tax income
as follows:
1995 1994
---------- ----------
Computed tax at maximum rate $ 65,230 -
State Income Tax, net of Federal tax effect 404 -
Tax benefit of operating loss carryforward (65,634) -
---------- ----------
Provision for income taxes - -
Deferred tax assets (liabilities) at December 31, 1995 and 1994 consist of the
following:
1995 1994
---------- ----------
Deferred tax assets $(704,710) $(896,565)
Deferred tax assets valuation allowance 704,710 896,565
---------- ----------
Net deferred tax assets - -
========== ==========
<PAGE> 14
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NOTES TO FINANCIAL STATEMENTS CONTINUED
NOTE 7 - BUSINESS SEGMENT REPORTING:
Company operations are no longer a single industry segment, namely, system
design and manufacture of electronic products used for data conversion and
display instrumentation. Direct sales to United States Government Agencies
or its prime contractors in 1995, 1994 and 1993, were $ 224,152, $246,000,
and $205,354, respectively. The Company entered a new business segment,
namely, telecommunications providing Value Added Network Services via the
Internet for the Federal Government. 1995 sales for this business segment
were $ 34,045.
NOTE 8 - PER SHARE DATA:
Earnings per share data are based on the average number of common shares
outstanding during the year. Shares for convertible debt have been excluded
in these computations since their inclusion is not material. The number of
common shares outstanding for 1995 were 98,678,423, and for 1994 were
96,934,353 and for 1993 were 3,934,354.
NOTE 9 - COMMITMENTS AND CONTINGENCIES:
On October 20, 1993 the Company moved into facilities in Yaphank, currently
rented at $3,200 per month on a month to month basics. Rent expense for
1995 was $28,600.
NOTE 10 - GOING CONCERN
There is substantial doubt about the ability of GAP Instrument Corp to
continue as a going concern. As shown in the accompanying financial
statements, the Company had net losses, before effects of extraordinary
gain, of ($98,016), $(154,677), and $(415,457) during each of the three
years ended December 31, 1995, 1994 and 1993, respectively and, as of those
dates, had stockholders' (deficit) of $(241,864), $(433,718), and
$(511,390), respectively. Management plans to expand its presence in the
value added network area (VAN) in which management believes there is
substantial growth opportunity.
NOTE 11 - RELATED PARTY TRANSACTIONS
GAP Instrument Corp rents its Yaphank facility from Advanced Logic
Resources, Inc. which has 31.03% ownership percentage in the Company, at a
rental of $3,200 per month on a month-to-month basis.
NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS
GAP Instrument Corp, whose only financial instruments are cash, short-term
trade receivables and payables and loans from stockholders', for which
their carrying amounts approximate fair values.
<PAGE> 15
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of GAP Instrument Corp
We have audited the accompanying balance sheet of GAP Instrument Corp
(a New York corporation) as of December 31, 1995, and the related statements of
income (loss) and accumulated deficit, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of GAP Instrument Corp as of December
31, 1994 and 1993, were audited by other auditors whose report dated January 31,
1995, on those statements included explanatory paragraphs that described the
Company's going concern issue.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 GAP Instrument Corp as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended 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 10 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 10. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ SCHWAEBER SLOANE SCHULMAN & CO., PC
Great Neck NY
April 29, 1996
<PAGE> 16
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Item 10 - Disagreements on Accounting and Financial Disclosure
NONE
Part III
Item 11 -Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>
Common Stock
Served of Company as
Principal Director Beneficially Owned on
Name Age Occupation From December 31, 1994
_______________________________________________________________________________________________
<S> <C> <C> <C> <C>
James M. Edwardson 52 Chairman of Board 1993 60,656,732 shares *
and Chief Executive
Officer and President
Letty A. Norjen 60 Secretary and Director 1993 61,656,732 shares *
Deirdre C Morrison 35 Treasurer 1995 16,000 shares
Michael H. Fasullo 49 Director 1993 31,036,732 shares ^
Lawrence Monahan 56 Vice President 5,007,400 shares
</TABLE>
* These shares are Beneficially owned by virtue of being a Director of
Advanced Logic Resources, Inc. and Eloco, Inc.
^ These shares are Beneficially owned by virtue of being a Director of
Elcoc Inc.
The shares of Common Stock indicated above are the only securities of
GAP Instrument Corp. owned by the directors and executive officers of the
registrant.
Item 12 -Management Remuneration and Transactions
In 1995, total remuneration for all Directors and Officers was $0
Item 13 -Security Ownership of Certain Beneficial Owners and Management
Name and Address Amount Beneficially Owned Percent of Class
- --------------------- --------------------------- -----------------
Eloco, Inc.
Yaphank, NY 11980 30,036,732 shares 30.44
Advanced Logic Resources, Inc.
Yaphank, NY 11980 30,620,000 shares 31.03
Alan G. Binnie
Ridge, NY 11961 21,604,055 shares 21.89
Lawrence Monahan 5,007,400 shares 5.07
Beneficially owned securities of GAP Instrument Corp. held by all Directors
and Officers of GAP Instrument Corp. as a group:
Amount Beneficially Owned Percent of Class
---------------------------- ------------------
65,664,132 66.54
<PAGE> 17
- --------------------------------------------------------------------------------
Item 14- Certain Relationships and Related Transactions
None
PART IV
Item 15 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(1) Financial Statements: Reference is made to Part II, Item 9.
(2) Exhibits Index:
(3), (4) Reference is made to Form 10-K for 1980.
(5), (9), (10), (11), (12), (13), (18), (19), (20),
(22), (23), (24), (25), and (28) are not applicable.
(3) Financial Statement Schedules for the
Years Ended December 1995, 1994 and 1993:
Page No.
Supplementary Profit and Loss Information 19
(4) Reports on Form 8-K:
The Company filed a Report on Form 8K for the last quarter covered by
these financial statements.
The Company filed a Report on Form 8K subsequent to year end.
SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Charged to Profit and Loss
To Cost To Other
of Sales Accounts Total
---------- ----------- ----------
Year ended December 1993:
Maintenance and repairs $ 9,004 $ - $ 9,004
Depreciation and amortization
of fixed assets 1,903 1,903
Taxes other than income taxes:
Payroll 7,783 6,330 14,113
Property - 7,799 7,799
Rents 60,918 26,108 87,026
---------- ----------- ----------
$ 79,608 $40,237 $119,845
========== =========== ==========
Year ended December 31, 1994:
Maintenance and repairs $ 2,681 - $ 2,681
Depreciation and amortization
of fixed assets 1,905 - 1,905
Taxes other than income taxes:
Payroll 2,248 2,248
Rents 6,000 7,000 13,000
---------- ----------- ----------
$ 10,586 $ 9,248 $ 19,834
=========== ============ ==========
Year ended December 31, 1995:
Maintenance and repairs $ - 1,056 $ 1,056
Depreciation and amortization
of fixed assets - 4,675 4,675
Taxes other than income taxes:
Payroll 2,312 2,312
Rents 28,600 28,600
----------- ------------ ----------
$ - $ 36,643 $ 36,643
<PAGE> 18
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ James M. Edwardson
______________________________________ Date May 1, 1996
James M. Edwardson
Chairman of the Board of Directors,
and Chief Operating Officer
/s/ Robert Baer
______________________________________ Date May 1, 1996
Robert Baer
President
/s/ Letty A. Norjen
______________________________________ Date May 1, 1996
Letty A. Norjen
Secretary and Director
/s/ Deidre C. Morrison
______________________________________ Date May 1, 1996
Deirdre C. Morrison
Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> (1,553)
<SECURITIES> 0
<RECEIVABLES> 61,777
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 60,224
<PP&E> 12,998
<DEPRECIATION> 6,580
<TOTAL-ASSETS> 81,332
<CURRENT-LIABILITIES> 133,401
<BONDS> 0
0
0
<COMMON> 987
<OTHER-SE> (240,877)
<TOTAL-LIABILITY-AND-EQUITY> 81,332
<SALES> 258,439
<TOTAL-REVENUES> 258,439
<CGS> 199,851
<TOTAL-COSTS> 356,564
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (98,016)
<DISCONTINUED> 0
<EXTRAORDINARY> 293,870
<CHANGES> 0
<NET-INCOME> 191,855
<EPS-PRIMARY> .002
<EPS-DILUTED> .002
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