SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended: December 31, 1996 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 2-41703
Cassco Capital Corp.
--------------------
(Exact name of registrant as specified in its charter)
Delaware 43 1594165
-------- ----------
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
1999 Broadway, Ste. 3250, Denver, Colorado 80202
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
1999 Broadway, Ste. 3250, Denver, Colorado 80202
- ------------------------------------------ -----
(Mailing address) (Zip Code)
Registrant's telephone number: (303) 292-2992
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
------------
(Title of class)
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. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 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. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing: On
June 30, 1999, the closing inside bid and asked prices for the shares of common
stock of registrant, which is the sole voting stock outstanding of registrant,
were $.07 and $.09, respectively. On that date, there were 22,817,005 shares of
common stock outstanding. Affiliates held no shares of this stock; thus, the
aggregate market value of the voting stock held by non-affiliates was zero.
Registrant had no revenues during fiscal 1996.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: As of June 30, 1999, there were
22,817,005 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents incorporated by reference and the Part of this Form
10-KSB into which the document is incorporated: None.
<PAGE>
PART I
Item 1. Description of Business.
Cassco Capital Corp. (Company) was incorporated as Anthony Kane Incorporated
under the laws of the State of Delaware on February 5, 1969, and became subject
to the reporting provisions of the Securities Exchange Act of 1934 on June 11,
1969, when a registration statement filed by the Company was declared effective
by the U.S. Securities and Exchange Commission.
The name of the Company was changed to Maid-Rite Ventures, Inc., on April 8,
1985, and to Grandee Corporation on September 23, 1985, on which date the
Company also increased its authorized shares of common stock from 25,000,000 to
75,000,000, concurrently effecting a decrease in par value per share from $.01
to $.00333.
In July, 1992, the Company entered into an agreement with K C Jakes BBQ & Grill,
Inc., for the purpose of acquiring KC Jakes as a subsidiary. This agreement was
set aside by a court of competent jurisdiction in 1994, as previously reported
by the Company in a filing under the Securities Exchange Act of 1934 on Form
8-K.
On January 10, 1995, the Company entered into an agreement with Epsitek, Inc., a
Delaware corporation to acquire two subsidiaries of Epsitek as wholly-owned
subsidiaries of the Company. In conjunction with the acquisition, the Company
issued 6,000,000 shares of common stock to Epsitek, which also appointed new
directors and took control of the Company. Subsequently, Epsitek was unable to
complete the conditions imposed for and at closing. The acquisition, therefore,
did not occur and the shares issued in connection with the acquisition were
returned to treasury and the board members of the Company appointed by Epsitek
resigned.
The Company is now engaged in the process of locating a merger and/or
acquisition candidate.
Year 2000 Issues: The Company has evaluated all internal software against
anticipated Year 2000 concerns, and believes, first, that its business will not
be substantially affected, and, secondly, that it has no significant exposure to
contingencies related to this from past business. The Company has upgraded all
internal software and conducted testing on its information technology to further
ensure that all aspects of its business are Year 2000 compliant. These
procedures had no material effect on the Company or its business contacts and
did not require any material expenditures or other material diversion of
resources.
Facilities: The executive offices of the Company, as of the date of this report,
were located at 1999 Broadway, Ste. 3250, Denver, Colorado 80202. The telephone
number at this address is (303) 292-2992.
Item 2. Description of Properties.
The Company owns no real or personal property.
Item 3. Litigation.
No material legal proceedings to which the Company (or any officer or director
of the Company, or any affiliate or owner of record or beneficially of more than
five percent of the Common Stock, to management's knowledge) is a party or to
which the property of the Company is subject is pending, and no such material
proceeding is known by management of the Company to be contemplated.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth
quarter of 1996.
<PAGE>
Part II
Item 5. Market for Common Equity and Related Stockholder Matters.
As of June 30, 1999, there were 22,817,005 shares of Common Stock issued and
outstanding which were held of record by approximately 308 shareholders. The
Common Stock is currently quoted on the Bulletin Board maintained by the
National Association of Securities Dealers, Inc., under the symbol CSCA. The
following table sets forth the range of high, low and closing bid and asked
prices per share of the Common Stock as reported by the National Association of
Securities Dealers, Inc., for the period indicated. The common stock was not
listed for trading until the second quarter of calendar 1994.
Calendar Quarter High Bid Low Bid Closing Bid High Ask Low Ask Closing Ask
- ---------------- -------- ------- ----------- -------- ------- -----------
September 30, 1994 1.25 1.00 1.25 1.625 1.375 1.50
December 31, 1994 1.50 0.25 0.50 1.50 0.50 0.6875
March 31, 1995 1.1875 0.4357 0.5625 1.50 0.625 0.8125
June 30, 1995 0.75 0.1875 0.1875 0.8125 0.3125 0.3125
September 30, 1995 0.78125 0.1875 0.375 1.00 0.28125 0.50
December 31, 1995 0.50 0.125 0.1875 0.6875 0.3125 0.3125
March 31, 1996 0.1875 0.125 0.125 0.4375 0.3125 0.3125
June 30, 1996 0.05 0.0625 0.4375 0.75 0.25 0.625
September 30, 1996 0.4375 0.125 0.25 0.625 0.375 0.4375
December 31, 1996 0.5625 0.125 0.125 0.8125 0.3125 0.3125
March 31, 1997 0.4375 0.125 0.3125 0.5625 0.25 0.53125
June 30, 1997 0.34375 0.125 0.125 0.53125 0.25 0.25
September 30, 1997 0.21875 0.0625 0.0625 0.25 0.125 0.125
December 31, 1997 0.50 0.0625 0.19 0.59375 0.125 0.28
March 31, 1998 0.26 0.08 0.08 0.32 0.12 0.12
June 30, 1998 0.30 0.0625 0.20 0.475 0.09 0.30
September 30, 1998 0.27 0.02 0.03 0.38 0.04 0.06
December 31, 1998 0.075 0.02 0.03 0.95 0.025 0.04
March 31, 1999 0.05 0.02 0.045 0.09 0.025 0.065
The above prices represent inter-dealer quotations without retail mark-up,
mark-down or commission, and may not necessarily represent actual transactions.
Further, the above prices have been adjusted to reflect two previous reverse
share splits . On June 30, 1999, the closing inside bid and asked prices for the
Common Stock were $.07 and $.09, respectively. On that date there were 11market
makers.
Dividends: Since inception the Company has not paid any cash dividends on the
Common Stock. Any declaration in the future of any cash or stock dividends will
be at the discretion of the Board of Directors and will depend upon, among other
things, earnings, the operating and financial condition of the Company, capital
expenditure requirements, and general business conditions. There are no
restrictions currently in effect which preclude the Company from granting
dividends. It is the current intention of the Company, however, to retain any
earnings in the foreseeable future to finance the development of its business.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion of financial condition and results of operations should
be read in conjunction with the Company's audited financial statements and notes
thereto appearing elsewhere in this report. The Company has had recurring losses
from operations since inception and had a net capital deficiency at year end,
<PAGE>
each of which raise substantial doubts about the ability of the Company to
continue as a going concern. Accordingly, the auditors' report and opinion
included in this report contain an explanatory paragraph about these
uncertainties.
Results of Operations: The Company, as a result of the cessation of its business
and the failure of its proposed acquisitions, had no operations during the year;
thus, no meaningful comparison can be made to prior years.
Liquidity and Capital Resources: The Company, from inception has relied on
capital infusions from executive officers and directors and on credit from
vendors.
Item 7. Financial Statements.
Halliburton, Hunter & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Directors and Shareholders
Cassco Capital Corp. (a Development Stage Company)
We have audited the accompanying balance sheets of Cassco Capital Corp. a
development stage company, as of December 31, 1996 and 1995, and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended. These statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our 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, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Cassco Capital Corp., a development stage company as
of December 31, 1996 and December 31 1995, and the results of its operations and
cash flows for the years ended December 31, 1996, and 1995, 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 B. 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. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Littleton, Colorado
June 18, 1999
<PAGE>
<TABLE>
<CAPTION>
CASSCO CAPTAL CORP
(A Development Stage Company)
BALANCE SHEETS
December 31,
1996 1995
---- ----
ASSETS
Current Assets:
<S> <C> <C>
Cash -- --
Total Current Assets -- --
--------- ---------
Total Assets $ -- --
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ -- $ --
--------- ---------
Total Current Liabilities -- --
--------- ---------
Shareholders' Equity (Deficit)
Common Stock, $.00333 par value, 75,000,000
shares authorized, 3,442,505 shares
issued and outstanding 11,464 11,464
Additional paid in capital 100,552 100,552
Retained earnings (deficit) (112,016) (112,016)
--------- ---------
Total Shareholders' Equity (Deficit) -- --
--------- ---------
Total Liabilities and Shareholders' Equity (Deficit) $ -- --
========= =========
The Auditor's report and accompanying notes are
an integral part of these statements
</TABLE>
<PAGE>
CASSCO CAPITAL CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Years ended December 31,
1996 1995
---- ----
Total Income -- --
------------ --------
General and administrative expenses:
Accountng -- --
Telephone -- --
Office rental -- --
Legal expenses -- 11,235
------------ --------
Total Expenses -- 11,235
------------ --------
Other income and expenses:
Forgiveness of debt -- 105,000
Gain on stock recession -- 5,908
------------ --------
Net income (loss) $ -- $ 99,673
============ ========
The Auditor's report and accompanying notes are
an integral part of these statements
<PAGE>
<TABLE>
<CAPTION>
CASSCO CAPITAL CORP.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional Total
Common Stock Paid-in Accumulated Equity
Shares Amount Capital (Deficit) (Deficit)
------ ------ ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 1,842,808 $ 6,137 $ 100,552 $ (211,689) $ (105,000)
Issuance of stock in acquisition 19,225,697 64,022 -- -- 64,022
Recession of acquisition (21,000,000) (69,930) -- -- (69,930)
Issuance of stock for services 3,374,000 11,235 -- -- 11,235
Balance, December 31, 1995 3,442,505 $ 11,464 $ 100,552 $ (112,016) $ --
Balance, December 31, 1996 3,442,505 $ 11,464 $ 100,552 $ (112,016) $ --
The Auditor's report and accompanying notes are
an integral part of these financial statements
</TABLE>
<PAGE>
CASSCO CAPITAL CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Years ended December 31
1996 1995
---- ----
Cash (used) by operating activities:
Net loss $-- $--
Adjustments to reconcile net gain (loss) to
net cash provided by operating activities: -- --
Net Cash Flows (used) by
operating activities -- --
Increase (decrease) in Cash -- --
Cash at Beginning of the Period -- --
----- ----
Cash at End of the Period $-- $--
===== ====
The Auditor's report and accompanying notes are
an integral part of these financial statements
<PAGE>
CASSCO CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
A. Organization and Summary of Significant Accounting Policies:
Organization: The Company was incorporated as Anthony Kane Incorporated under
the laws of the State of Delaware on February 5, 1969, and became subject to the
reporting provisions of the Securities Exchange Act of 1934 on June 11, 1969,
when a registration statement filed by the Company was declared effective by the
U.S. Securities and Exchange Commission. The Company, in accordance with the
registration statement, offered and sold 65,000 shares of its common stock at a
price of $8.00 per share.
The name of the Company was changed to Maid-Rite Ventures, Inc., on April 8,
1985, and to Grandee Corporation on September 23, 1985, on which date the
Company also increased its authorized shares of common stock from 25,000,000 to
75,000,000, concurrently effecting a decrease in par value per share from $.01
to $.00333.
In July, 1992, the Company entered into an agreement with K C Jakes BBQ & Grill,
Inc., for the purpose of acquiring this entity as a subsidiary. This agreement
was set aside by a court of competent jurisdiction in 1994, as previously
reported by the Company in a filing under the Securities Exchange Act of 1934 on
Form 8-KSB.
On January 10, 1995, the Company entered into an agreement with Epsitek, Inc., a
Delaware corporation to acquire two subsidiaries of Epsitek as wholly-owned
subsidiaries of the Company. In conjunction with the acquisition, the Company
issued 6,000,000 shares of common stock to Epsitek, which also appointed new
directors and took control of the Company. Subsequently, Epsitek was unable to
complete the conditions imposed for and at closing. The acquisition, therefore,
did not occur and the shares issued in connection with the acquisition were
returned to treasury and the board members of the Company appointed by Epsitek
resigned.
The Company is now engaged in the process of locating a potential merger and/or
acquisition candidate.
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Cash: For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
and money market funds to be cash equivalents.
Loss Per Share: Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS No. 128) "Earnings Per Share."
Basic loss per share is computed by dividing losses available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted loss per share reflects per share amounts that would have
resulted if dilutive common stock equivalents had been converted to common
stock. At the year ends reports, basic and dilutive loss per share are the same.
The net loss per share calculations reflect the effect of stock dividends and
stock splits.
<PAGE>
Income Taxes: Income taxes provide for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus deferred
taxes related primarily to net operating loss carryforwards and differences
between the basis of various assets for financial and income tax reporting. The
deferred tax assets and liabilities 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. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be
realized.
B. Going Concern: As shown in the accompanying financial statements, the Company
incurred net operating losses and liabilities exceeded assets. These factors as
well as the uncertainty regarding the Company's ability to raise capital creates
substantial doubt about the Company's ability to continue as a going concern.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
On May 24, 1999, the Company appointed Halliburton, Hunter & Associates as the
independent accountant of the Company because the previous auditor had ceased
operations. The Company had no disagreement with its former accountant on any
matter of accounting principal or practice, financial statement disclosure or
auditing scope or procedure which would have caused the accountant to make
reference in its report upon the subject matter of the disagreement. Further,
the former principal accountant's report on the financial statements did not
contain an adverse opinion or a disclaimer of opinion or qualification as to
audit scope or accounting principle. The decision to appoint Halliburton, Hunter
& Associates was approved by the full Board of Directors since the Company has
no audit or similar committee.
PART III
Item 9. Directors and Executive Officers of the Registrant.
Table of Directors and Executive Officers:
The following table sets forth all current directors and executive officers of
the Company, as well as their ages, as of the date of the filing of this report:
Name Age Position
---- --- --------
Richard Gregory 65 Director, President, CEO, CFO and Treasurer
Profiles of Directors and Executive Officers:
Mr. Gregory has been a consultant to the construction industry in the Dallas,
Texas, metropolitan area during the past five years. He completed course work
for an associates degree in Biology from Florida A&M University in 1968.
No current director has any arrangement or understanding whereby they are or
will be selected as a director or as an executive officer. All directors will
hold office until the next annual meeting of shareholders and until their
successors have been duly elected and qualified, unless and until they earlier
resign or are removed from office. The executive officers of the Company are
elected by the Board of Directors at its annual meeting immediately following
the shareholders' annual meeting. The Company does not have any standing audit,
nominating or compensation committee, or any committee performing similar
functions.
Item 10. Executive Compensation.
No compensation was paid to executive officers during the years ended 1994
through 1996.
<PAGE>
Item 11. Security Ownership of Management and Certain Others.
The following table sets forth certain information regarding the beneficial
ownership as of June 30, 1999, of the Common Stock by (1) each person known by
the Company to be the beneficial owner of more than five percent of the Common
Stock, (2) each director and executive officer of the Company, and (3) all
directors and executive officers as a group. Except as otherwise indicated, each
stockholder identified in the table possesses sole voting and investment power
with respect to its or his shares.
Name of Number of Shares Percentage of
Beneficial Owner Beneficially Owned Ownership *
- ---------------- ------------------ -----------
Richard Gregory 0 0%
All executive officers and directors as a group (one person)
* Based on 22,817,005 shares of common stock outstanding on June 30, 1999.
Item 12. Certain Transactions: None.
Item 13. Exhibits and Reports on Form 8-K.: None.
SIGNATURES
In accordance with the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas the 2nd day of July, 1999.
CASSCO CAPITAL CORPORATION
(Registrant)
By: /s/ Richard Gregory
-----------------------
Richard Gregory, Chief Executive,
Financial and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant in the
capacity indicated on the 2nd day of July, 1999.
By: /s/ Richard Gregory
-----------------------
Richard Gregory, Sole Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 11,464
<OTHER-SE> (11,464)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
