<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-KSB
-----------
ANNUAL OR TRANSITIONAL REPORT
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 2-29987
UPWARD TECHNOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
NEW YORK 11-1714403
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
301 CITY AVENUE, BALA CYNWYD, PA 19004
-------------------------------- -----
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 667-8225
-----------------
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE
EXCHANGE ACT:
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class which registered
------------------- ----------------
<S> <C>
None
-------
</TABLE>
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and 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
-- --
Check if there is no disclosure of delinquent filers in response 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]
Revenues for the most recent fiscal year were $9,626.
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 17, 1997, based upon the average bid and asked
prices of such stock on that date was $120,000.
The number of shares of the registrant's Common Stock outstanding as of
March 17, 1997 was 8,100,000.
<PAGE> 2
PART I
ITEM 1- BUSINESS
Upward Technology Corporation (the "Company"), was originally
incorporated under the laws of the State of New York in 1953 and was
formerly known as Marks Polarized Corporation. In May, 1989, the Company
sold its remaining operating assets, suspended all operations, except for
necessary administrative matters and ceased to be an operating company.
In February, 1992 the Company consummated an agreement with Beverly
Hills Bancorp ("BHB") wherein BHB acquired a controlling interest in the
Company. In April, 1996, BHB sold its entire interest in the Company
(4,100,000 shares of the Company's Common Stock), to Messrs. Albert M.
Zlotnick and Irving I. Lassoff, who constitute the present management of
the Company.
The Company is currently seeking merger or acquisition partners so as
to best utilize the Company's cash and corporate structure.
The Company currently has no full time employees, its Chairman,
Secretary and Chief Executive Officer is Albert M. Zlotnick. Irving I.
Lassoff serves as the Company's President and Treasurer.
ITEM 2-PROPERTIES
The Company presently maintains its corporate and administrative
offices at 301 City Avenue, Bala Cynwyd, PA. The Company utilizes a portion
of the premises occupied by Davic Associates an investment firm owned by
Albert M. Zlotnick. Due to the curtailed nature of the Company's operations
Davic Associates has, until further notice, waived the payment of rent by
the Company. No rent was paid in the fiscal years ended December 31, 1996
and 1995.
ITEM 3-LEGAL PROCEEDINGS
None
ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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<PAGE> 3
PART II
ITEM 5- MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDERS MATTERS
The Company's Common Stock is traded in the over-the counter market.
The following table sets forth the range of high and low closing bid
prices for the Company's Common Stock for the periods indicated. These
prices represent quotations between dealers, do not include retail markups,
markdowns or commissions, and do not necessarily represent actual
transactions.
<TABLE>
<CAPTION>
Calendar Years Bid Price
Low High
--- ----
<S> <C> <C> <C>
1996: First Quarter $.02 $.04
-----
Second Quarter $.02 $.03
Third Quarter $.02 $.03
Fourth Quarter $.02 $.03
1995: First Quarter $.02 $.04
-----
Second Quarter $.02 $.04
Third Quarter $.02 $.04
Fourth Quarter $.02 $.04
</TABLE>
As of March 17, 1997, the closing bid and asked prices on the
Company's Common Stock were $.02 and $.04, respectively.
The Company's Common Stock, $.02 par value, was held of record by
approximately 690 persons, including several brokers in their names for
their customers' accounts, as of March 17, 1997.
Holders of the Company's Common Stock are entitled to receive
dividends as and when they may be declared by the Company's Board of
Directors. The Company has not paid any cash dividends on its Common Stock
since its inception, and by reason of its present financial condition and
contemplated financial requirements, does not anticipate paying any cash
dividends upon such stock in the foreseeable future.
- 3 -
<PAGE> 4
ITEM 6-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Operations - Fiscal Year Ended December 31, 1997
In May 1989, the Company suspended all operations except for necessary
administrative matters and ceased to be an operating company. As such, for
the fiscal year ended December 31, 1997, the Company had no revenues from
operations. Given the virtual suspension of the Company's operations except
for necessary administrative matters, the Company's officers have waived
further compensation.
Interest of $9,626 was earned in the fiscal year ending December 31,
1997 on the Company's cash balance.
Liquidity and Capital Resources
As of December 31, 1997, the Company had working capital of $199,144.
Management is currently seeking to arrange for a merger, acquisition
or other arrangement by and between the Company and a viable operating
entity, although there is no assurance that this will occur.
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<PAGE> 5
ITEM 7- FINANCIAL STATEMENTS
The Financial Statements, together with the accompanying report of BDO
Seidman, LLP immediately follow commencing at page F-1.
ITEM 8-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Albert M. Zlotnick 73 Chairman, Secretary and Chief Executive Officer
Irving I. Lassoff 68 President, Treasurer and Director
</TABLE>
Albert M. Zlotnick has served as the Company's Chairman and Chief
Executive Officer since March 1992. Due to the curtailed nature of the
Company's business activities, Mr. Zlotnick does not devote full time to
the affairs of the Company. Mr. Zlotnick's primary occupation is as a
private investor and financial consultant. He is the sole general partner
of Asset Ventures I, a Pennsylvania limited partnership, which owns 42.9%
of the common stock of Beverly Hills Bancorp. Mr. Zlotnick currently serves
as the Chairman of the Board of Directors of the following publicly traded
companies: Beverly Hills Bancorp., P.H.C Inc., Bala Cynwyd Corporation,
Robin Industries, Inc., Electronic Data Controls Corp and Convention
Centers, Inc. He also serves as a director of Comprehensive Holding
Corporation, S.A. of Geneva, Switzerland.
Irving I. Lassoff has served as the Company's President, Treasurer and
as a Director since May 1996. Due to the curtailed nature of the Company's
business activities, Mr. Lassoff does not devote full time to the affairs
of the Company. Mr. Lassoff presently serves as the Chief Executive Officer
and owner of the Lassoff Group, Inc., a real estate advisory company based
in Merion, PA, which engages in services with respect to management,
investments and sales of commercial, industrial and residential properties.
He is also the President of Realty Resources, Inc., a company which engages
in the development and construction of residential and commercial
properties. Mr. Lassoff has held both positions for more than five years.
The Company's By-Laws provide for the election of directors at the
annual meeting of shareholders, such directors to hold office until the
next annual meeting and until their successors are duly elected and
qualified. The By-Laws also provide that the annual meeting of shareholders
be held each year at such time, date and place as the Board of Directors
shall determine by resolution. Directors may be removed at any time for
cause by the Board of Directors and with or without cause by a majority of
the votes cast by the shareholders entitled to vote for the election of
directors.
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<PAGE> 6
Officers will normally be elected at the annual meeting of the Board
of Directors held immediately following the annual meeting of shareholders,
to hold office for the term for which elected and until their successors
are duly elected and qualified. Officers may be removed by the Board of
Directors at any time with or without cause.
ITEM 10-EXECUTIVE COMPENSATION
Due to the reduced level of the Company's operations, no compensation
has been paid to any of the Company's executive officers during the fiscal
year ended December 31, 1996.
The Company does not presently have any option, bonus, retirement or
profit sharing plan.
The Company has not paid and does not presently propose to pay any
director for acting in such capacity compensation, except for nominal sums
for attending Board of Directors meetings and reimbursement for reasonable
expenses in attending those meetings.
ITEM 11-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is information concerning the Common Stock ownership
as of March 17, 1997 by (i) each person who is known by the Company to own
beneficially 5% or more of its outstanding Common Stock, (ii) each
director, and (iii) all directors and officers of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS
OF BENEFICIAL NO. OF SHARES PERCENT
CLASS OF SHARES OWNER OWNED OF CLASS
- --------------- -------------- ------------- --------
<S> <C> <C> <C>
Common Albert M. Zlotnick
301 City Avenue
Bala Cynwyd, PA 2,050,000 25.3%
Common Irving I. Lassoff
301 City Avenue
Bala Cynwyd, PA 2,050,000 25.3%
</TABLE>
ITEM 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 19, 1996, Beverly Hills Bancorp sold 4,100,000 shares of
the Registrant's Common Stock, representing 50.6% of the Registrant's
issued and outstanding Common Stock, to Messrs. Albert M. Zlotnick and
Irving I. Lassoff for a purchase price of $105,000 which consideration was
paid with purchasers' own funds. Upon consummation of the transaction, in
accordance with its terms, Mr. Michael Berlin resigned from the
Registrant's Board of Directors. By resolution of the remaining directors
dated May 17, 1996, Messrs. Albert M. Zlotnick and Irving I. Lassoff have
been appointed to the Registrant's Board of Directors.
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<PAGE> 7
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following are included in Part II, Item 7:
Report of Independent Certified Public Accountants
Balance Sheets, December 31, 1996 and 1995
Statements of Operations and (Deficit),
Years Ended December 31, 1996 and 1995
Statement of Cash Flows,
Years Ended December 31, 1996 and 1995
Notes to Financial Statements
(2) Exhibits:
The following Exhibits are filed as part of this report. Where
such filing is made by incorporation by reference (I/B/R), reference is
made to Commission file number 2-29987 unless another statement or report
is identified in parentheses.
<TABLE>
<CAPTION>
Official Exhibit No. Description Sequential Page No.
- -------------------- ----------- -------------------
<S> <C> <C>
3A Articles of Incorporation of Registrant I/B/R
3B By - Laws of Registrant I/B/R
</TABLE>
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the 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, duly authorized at Bala
Cynwyd, Pennsylvania on the 9th day of April, 1997.
UPWARD TECHNOLOGY CORPORATION
By:/s/Albert M. Zlotnick
---------------------------
ALBERT M. ZLOTNICK, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Albert M. Zlotnick Chairman, Secretary, April 9, 1997
- ---------------------- Chief Executive Officer
ALBERT M. ZLOTNICK (Principal Executive Officer)
/s/ Irving I, Lassoff President, Treasurer, April 9, 1997
- --------------------- Director
IRVING I. LASSOFF (Principal Financial
and Accounting Officer)
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<PAGE> 9
UPWARD TECHNOLOGY
CORPORATION
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
F-1
<PAGE> 10
UPWARD TECHNOLOGY CORPORATION
CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INDEPENDENT AUDITORS' REPORT F-3
FINANCIAL STATEMENTS
Balance sheets F-4
Statements of operations and (deficit) F-5
Statements of cash flows F-6
NOTES TO FINANCIAL STATEMENTS F-7 - F-8
</TABLE>
F-2
<PAGE> 11
INDEPENDENT AUDITORS' REPORT
Upward Technology Corporation
Bala Cynwyd, Pennsylvania
We have audited the accompanying balance sheets of Upward Technology
Corporation as of December 31, 1996 and 1995, and the related statements of
operations and (deficit), and cash flows for the years 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 audits.
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 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 Upward Technology Corporation
as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.
BDO SEIDMAN, LLP
Philadelphia, Pennsylvania
February 21, 1997
F-3
<PAGE> 12
UPWARD TECHNOLOGY CORPORATION
BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1996 1995
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 206,267 $ 205,943
Prepaid expenses 422 422
- -----------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 206,689 $ 206,365
===========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accrued liabilities $ 7,545 $ 8,000
- -----------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 7,545 8,000
- -----------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock, par value $.02 per share
Authorized 24,000,000 shares
Issued and outstanding 8,100,000 shares 162,000 162,000
Additional paid-in capital 1,983,208 1,983,208
(Deficit) (1,946,064) (1,946,843)
- -----------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 199,144 198,365
- -----------------------------------------------------------------------------------------------------------
$ 206,689 $ 206,365
===========================================================================================================
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE> 13
UPWARD TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS AND (DEFICIT)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended December 31, 1996 1995
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUE
Interest income $ 9,626 $ 11,012
- ------------------------------------------------------------------------------------------------------------
EXPENSES
Administrative 8,847 19,677
- ------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) 779 (8,665)
(DEFICIT), at beginning of year (1,946,843) (1,938,178)
- ------------------------------------------------------------------------------------------------------------
(DEFICIT), at end of year $ (1,946,064) $(1,946,843)
============================================================================================================
NET INCOME (LOSS) PER SHARE $ .00 $ .00
============================================================================================================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 8,100,000 8,100,000
============================================================================================================
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE> 14
UPWARD TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended December 31, 1996 1995
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) $ 779 $ (8,665)
(Decrease) increase in accrued liabilities (455) 5,990
- -------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 324 (2,675)
CASH AND CASH EQUIVALENTS, at beginning of year 205,943 208,618
- -------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, at end of year $ 206,267 $205,943
=============================================================================================================
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE> 15
UPWARD TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
OWNERSHIP AND BASIS OF PRESENTATION
In February 1992, the Company sold 4,100,000 shares, or approximately 51% of
the issued and outstanding shares of common stock of the Company to Beverly
Hills Bancorp for an aggregate cash purchase price of $115,000. On April 19,
1996, Albert M. Zlotnick, Chairman of the Board and a Director of the Company,
purchased controlling interest of those 4,100,000 shares for $105,000 from
Beverly Hills Bancorp.
USE OF 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
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INCOME TAXES
The Company uses the liability method in accounting for income taxes.
CASH AND CASH EQUIVALENTS AND CREDIT RISK
For purposes of the Statement of Cash Flows, the Company considers all bank
time deposits and commercial paper with an initial maturity of three months or
less to be cash equivalents.
Short-term investments potentially subject the Company to concentrations of
credit risk. To limit this risk, the Company places its short-term cash
investments with high credit quality financial institutions.
The carrying value of financial instruments, including cash and cash
equivalents, approximated fair value as of December 31, 1996, because of the
short maturity of these financial instruments.
F-7
<PAGE> 16
UPWARD TECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
2. INCOME TAXES
The Company is classified as a personal holding company for federal income tax
purposes for the years ended December 31, 1996 and 1995. As a personal holding
company, the Company was subject to a tax equal to 39.6% of its undistributed
personal holding company earnings, in addition to any income taxes otherwise
payable for those years. The Company did not incur this personal holding
company tax for the year ended December 31, 1995 in as much as there were no
income taxes otherwise payable for that year due to the net operating loss. In
addition, interest income from certain short-term investments is exempt from
state income taxes. The Company had no taxes due in 1996.
At December 31, 1996, the Company has a net operating loss carryforward of
approximately $16,740 which will expire in years 2007 through 2010 for federal
income tax purposes. For personal holding company tax purposes, only the
preceding year's net operating loss is allowed to reduce undistributed personal
holding company income.
F-8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 206,267
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 206,689
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 206,689
<CURRENT-LIABILITIES> 7,545
<BONDS> 0
0
0
<COMMON> 162,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 206,689
<SALES> 0
<TOTAL-REVENUES> 9,626
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,847
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 779
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 779
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
